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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
 ANNUAL REPORT
 PURSUANT TO SECTION 13 OR
    15(d) OF THE
 SECURITIES EXCHANGE ACT OF
    1934
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES AND EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES AND EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No.: 001-33690
  Seanergy Maritime
    Corp.
 Name of issuer as specified in
    its charter)
  Republic of the Marshall Islands

98-0529217(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   10 Amfitheas Avenue
 Athens, Greece
 17564 P. Faliro
 (address of principal executive
    offices) (Zip Code)
  Registrants telephone number, including area code:
 302109406900
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
 Securities registered pursuant to Section 12(g) of the
    Act:
  Common Stock, $0.0001 par value
 (Title of Class)
  Common Stock Purchase Warrants
 (Title of Class)
 o þ
 o þ
 þ o
 Regulation S-K Form 10-K Form 10-K. þ
 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o  Rule 12b-2 þ o
   DOCUMENTS INCORPORATED BY REFERENCE:
 NONE




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TABLE OF
    CONTENTS
   
 PART I


1Item 1.

Business


1Item 2.

Properties


36Item 3.

Legal Proceedings


36Item 4.

Submission of Matters to a Vote of Security
    Holders


36PART II


36Item 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


36Item 6.

Selected Financial Data


38Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


38Item 8.

Financial Statements and Supplementary Data


42Item 9.

Changes in and Disagreements with our Independent
    Accounting Firm on Accounting and Financial Disclosure


42PART III


44Item 10.

Directors and Executive Officers of the
    Company


44Item 11.

Executive Compensation


47Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


48Item 13.

Certain Relationships and Related Transactions


49Item 14.

Independent Accounting Firm Fees and Services


51Item 15.

Exhibits and Financial Statement Schedules


51EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATIONS   i




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PART I  Item 1.
    Business  Overview
  tm tm




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Dry Bulk
    Sector Overview
  and/or
  
    Capesize and Post Panamax.  The largest of the
    dry bulk carrier vessels, with typical cargo capacity over
    80,000 dead weight tons, or dwt. Capesize vessels are used
    primarily for one-way voyages with cargoes consisting of iron
    ore and coal. Due to the size of the vessels, there are only a
    few ports around the world that have the infrastructure to
    accommodate them. Capesize vessels cannot traverse through the
    Panama Canal due to their size.
    Panamax.  The second largest of the dry bulk
    vessels, with cargo capacity typically between 60,000 and 80,000
    dwt. Panamax vessels are used for various long distance trade
    routes, including those that traverse through the Panama Canal.
    These vessels typically carry cargoes consisting of coal,
    grains, fertilizers, steel and forest products.
    Handymax.  Versatile vessels that are dispersed
    in various geographic locations throughout the world. Handymax
    vessels typically have cargo capacity of 35,000 to 60,000 dwt,
    and are primarily used to transport grains, forest products and
    fertilizers. These vessels are equipped with onboard cranes
    which allow for the loading and unloading of cargo.
    Handysize.  The smallest of the dry bulk
    carrier vessels with cargo capacity up to 35,000 dwt. These
    vessels are used mainly for regional voyages, are extremely
    versatile and can be used in smaller ports that lack
    infrastructure. Like Handymax vessels, Handysize vessels are
    also equipped with onboard cranes.    Tanker
    Sector Overview
    
    Very Large Crude Carriers, or VLCCs.  Tanker
    vessels that are used to transport crude oil with cargo capacity
    typically 200,000 to 320,000 dwt that are more than 300 meters
    in length. VLCCs are highly automated and their advanced
    computer systems allow for a minimal crew. The majority of the
    worlds crude oil is transported via VLCCs.
    Suezmax.  Tanker vessels with cargo capacity
    typically 120,000 to 200,000 dwt. These vessels are used in some
    of the fastest growing oil producing regions of the world,
    including oil emanating from the Caspian Sea and West Africa.
    Suezmax tankers are the largest ships able to transit the Suez
    Canal with a full payload and are capable of both long and short
    haul voyages. 2




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
    Aframax.  Tanker vessels with cargo capacity
    typically 80,000 to 120,000 dwt. These tankers carry crude oil
    and serve various trade routes from short to medium distances
    mainly in the North Sea and Venezuela. These vessels are able to
    enter a larger number of ports throughout the world as compare
    to the larger crude oil tankers.
    Product.  Tanker vessels with cargo capacity
    typically less than 60,000 dwt. Product tankers are capable of
    carrying refined petroleum products, such as fuel oils, gasoline
    and jet fuel, as well as various edible oils, such as vegetable
    and palm oil. Chemicals, including ethanol and biofuels are
    carried in the smaller sizes of these vessels.    Container
    Sector Overview
  and/or and/or and/or
      800-1200
  Specialized
    Carriers
       3




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Port,
    Storage and Terminal Operation
      The
    Management Sector
    
    Commercial management services, such as finding employment for
    vessels, vessel acquisition and disposition, freight and charter
    hire collection, accounts control, appointment of agents,
    bunkering and cargo claims handling and settlements;
    Technical management services, such as crew retention and
    training, maintenance, repair, capital expenditures, drydocking,
    payment of vessel tonnage tax, maintaining insurance and other
    vessel operating activities; or
    Port, storage and terminal operation management services.  Experience
    of Management
     4




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
    Mr. Koutsolioutsos is the Vice President and an executive
    member of the Board of Directors of Folli Follie S.A., a
    retail company with over 280 points of sale in over 20 countries
    with a market capitalization on the Athens Stock Exchange of
    over 1 billion. Mr. Koutsolioutsos is involved
    in all aspects of Folli Follies real estate interests,
    including assisting in the determination of where to open retail
    locations and the negotiation of its leases for its retail
    locations.
    Messrs. Koutsolioutsos, Tsigkounakis and Culucundis are
    each directors of Hellenic Duty Free Shops S.A., one of the top
    15 duty-free operators worldwide with market capitalization of
    approximately $1 billion, which operates 82 retail stores
    in Greece.
    Mr. Beberniss was the manager of Enso Nord, a subsidiary of
    Stora Enso, a company listed on the New York Stock Exchange with
    a market capitalization of $14 billion. Enso Nord provided
    for the world-wide transportation of raw materials for paper
    mills.      
    Mr. Koutsolioutsos led the team that identified,
    negotiated, performed due diligence and eventually acquired
    Hellenic Duty Free S.A. in 1999. The total transaction cost was
    $540 million.
    Mr. Koutsolioutsos led the team that identified,
    negotiated, performed due diligence and eventually acquired
    Links of London in 2006. The total transaction cost was
    $81 million.
    Mr. Panagiotis Zafet located, performed due diligence and
    acquired eighteen vessels between 1996 and 2006 for Balthellas
    Chartering S.A., with an approximate average value for each
    vessel of $13 million. Mr. Zafet was more specifically
    involved with the acquisition of a fleet of three vessels in
    2000 with a purchase price of $16 million and has also been
    involved in a series of transactions consisting of the purchase
    of two vessels with the purchase price ranging at the time of
    purchase between $7 and $10 million. Taking into account
    the appreciation of the market value of vessels since such
    acquisitions, management believes that such fleets would have a
    current market value of $40 million for the fleet of
    3 vessels and be in the range of $10 million and
    $25 million for each of the purchases of two vessels.
    Balthellas Chartering S.A. currently owns a fleet of vessels
    having a market value of $82 million. Although
    Mr. Zafet has had experience identifying, negotiating and
    purchasing more than one vessel at one time, he has not had
    direct experience in purchasing a fleet of the size contemplated
    by the initial public offering.
    Mr. Culucundis, in positions from Technical Director to
    Chief Executive Officer located, performed due diligence and
    acquired 40 vessels between 1981 and 1995 for Kassos
    Maritime Enterprises Ltd., with an approximate average value for
    each vessel of 6 million. Specifically,
    Mr. Culucundis has been involved with transactions
    involving the acquisition of fleets of vessels. In 1988 in two
    such transactions, a fleet of 4 and a fleet of 3 bulk carriers
    were acquired with total acquisition costs of $60 million
    and $45 million, respectively. Taking into account the
    appreciation of the market value of vessels since such
    acquisitions, management believes that based on todays
    market, such fleets would have a current market value of
    $152 million and $90 million, respectively. In
    addition, in 1999, Mr. Culucundis was involved in the
    acquisition of a fleet of four vessels with an acquisition cost
    $60 million. Based on todays market, management
    believes that such fleet would have a market value of
    $160 million.
    Mr. Tsigkounakis was co-leading counsel in the negotiation
    and structuring of the $140 million controlling interest in
    Proton Bank of Greece by IRF European Finance Investments Ltd.
    in May 2006. Mr. Tsigkounakis 5




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was also lead counsel in the negotiation and structuring of a
    $280 million bond loan to Folli Follie S.A. in June 2006.    Information
    that may be contained in the Proxy Statement
  start-up
      Government
    Regulations
   6




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Environmental
    Regulation
          The
    United States Oil Pollution Act of 1990
    clean-up
  
    Natural resources damages and the costs of assessment thereof;
    Real and personal property damages; 7




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
    Net loss of taxes, royalties, rents fees and other lost revenues;
    Lost profits or impairment of earning capacity due to property
    or natural resources damage; and
    Net cost of public services necessitated by a spill response,
    such as protection from fire, safety or health hazards and loss
    of subsistence use of natural resources.            Other
    Environmental Initiatives
     8




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Security
    Regulation
    
    on-board installation of automatic information systems, or AIS,
    to enhance
    vessel-to-vessel
    and
    vessel-to-shore
    communications;
    on-board installation of ship security alert systems;
    the development of vessel security plans; and
    compliance with flag state security certification requirements.  non-U.S. vessels
  Effecting
    a Business Combination
  General
  and/or
 9




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Sources
    of target businesses
    Selection
    of a target business and structuring of a business
    combination
    
    earnings and growth potential;
    experience and skill of management and availability of
    additional personnel;
    growth potential;
    capital requirements;
    competitive position;
    financial condition and results of operation;
    barriers to entry into the shipping and related industries;
    stage of development of the products, processes or services;
    breadth of services offered;
    degree of current or potential market acceptance of the services;
    regulatory environment of the shipping industry; and
    costs associated with effecting the business combination. 10




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Fair
    market value of target business
       11




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Possible
    lack of business diversification
    
    subject us to numerous economic, competitive and regulatory
    developments, any or all of which may have a substantial adverse
    impact upon the particular industry in which we may operate
    subsequent to a business combination; and
    result in our dependency upon the development or market
    acceptance of a single or limited number of products, processes
    or services.    Limited
    ability to evaluate the target business
    management
   12




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Opportunity
    for stockholder approval of business combination
    start-up If we were to acquire vessels
    or a company with agreements to purchase individual vessels, it
    is highly unlikely that proxy materials provided to our
    shareholders would include historical financial statements and,
    accordingly, investors will not have historical financial
    statements on which to rely in making their decision whether to
    vote for the acquisition.
   13




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Redemption
    rights
         14




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Dissolution
    and Liquidation if no Business Combination
         15




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6-month
  and/or and/or and/or
    Investment
    Management Trust Agreement
     16




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Competition
    
    our obligation to seek shareholder approval of a business
    combination or obtain the necessary financial information to be
    included in the proxy statement to be sent to shareholders in
    connection with such business combination may delay or prevent
    the completion of a transaction;
    our obligation to redeem for cash up to one share less than
    35.0% of the shares of common stock held by our public
    shareholders in certain instances will limit the manner in which
    we may structure a business combination (i.e., we will not be
    able to undertake an all cash acquisition transaction) and may
    reduce the resources available to us for this purpose, as well
    as for funding a target companys business;
    our outstanding warrants, and the future dilution they
    potentially represent, may not be viewed favorably by certain
    target businesses; and
    the requirement to acquire either an operating business or
    assets, or a combination thereof, that has a fair market value
    equal to at least 80.0% of the trust account (exclusive of Maxim
    Group LLCs deferred underwriting compensation plus
    interest thereon held in the trust account) at the time of the
    acquisition could require us to acquire several companies, or
    closely related operating businesses
    and/or
    assets from different parties at the same time, all of which
    sales would be contingent on the closings of the other sales,
    which could make it more difficult to consummate the business
    combination. 17




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Facilities
    Employees
    Item 1A.
    Risk
    factors  Risks
    associated with our business
  We are
    a development-stage company with no operating history and,
    accordingly, our stockholders will not have any basis on which
    to evaluate our ability to achieve our business
    objective.
    If we
    are forced to liquidate before a business combination, our
    warrants will expire worthless.
    If
    third parties bring claims against us, the proceeds held in
    trust could be reduced and the per-share liquidation value
    receivable by our public stockholders from the trust account as
    part of our plan of dissolution and liquidation will be less
    than $10.00 per share.
   18




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We
    will dissolve and liquidate if we do not consummate a business
    combination and our stockholders may be held liable for claims
    by third parties against us to the extent of distributions
    received by them.
   19




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and/or and/or and/or
  We may
    choose to redeem our outstanding warrants at a time that is
    disadvantageous to our warrant holders.
    Although
    we are required to use our best efforts to have an effective
    registration statement covering the issuance of the shares
    underlying the warrants at the time that our warrant holders
    exercise their warrants, we cannot guarantee that a registration
    statement will be effective, in which case our warrant holders
    may not be able to exercise our warrants, rendering them
    practically worthless.
     20




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We may
    issue shares of our capital stock or debt securities to complete
    a business combination, which would reduce the equity interest
    of our stockholders and likely cause a change in control of our
    ownership.
    
    may significantly reduce the equity interest of investors in the
    initial public offering;
    will likely cause a change in control if a substantial number of
    our shares of common stock are issued, which may affect, among
    other things, our ability to use our net operating loss carry
    forwards, if any, and most likely also result in the resignation
    or removal of our present officers and directors; and
    may adversely affect prevailing market prices for our common
    stock.    
    default and foreclosure on our assets if our operating cash flow
    after a business combination were insufficient to pay our debt
    obligations;
    acceleration of our obligations to repay the indebtedness even
    if we have made all principal and interest payments when due if
    the debt security contained covenants that required the
    maintenance of certain financial ratios or reserves and any such
    covenant were breached without a waiver or renegotiation of that
    covenant;
    our immediate payment of all principal and accrued interest, if
    any, if the debt security was payable on demand; and
    our inability to obtain additional financing, if necessary, if
    the debt security contained covenants restricting our ability to
    obtain additional financing while such security was outstanding.    Our
    officers and directors control a substantial interest in us and
    thus may influence certain actions requiring stockholder
    vote.
   21




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Our
    ability to effect a business combination and to be successful
    afterward will be totally dependent upon the efforts of our key
    personnel, some of whom may join us following a business
    combination and whom we would have only a limited ability to
    evaluate. It is also possible that our current officers and
    directors will resign upon the consummation of a business
    combination.
    None
    of our officers or directors has ever been associated with a
    blank check company which could adversely affect our ability to
    consummate a business combination.
    Our
    officers and directors may allocate their time to other
    businesses thereby causing conflicts of interest in their
    determination as to how much time to devote to our affairs. This
    could have a negative impact on our ability to consummate a
    business combination.
   22




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Our
    officers and directors may in the future become affiliated with
    entities engaged in business activities similar to those
    intended to be conducted by us and accordingly, may have
    conflicts of interest in determining to which entity a
    particular business opportunity should be
    presented.
    Certain
    of our stockholders, including our officers and directors,
    beneficially own shares of our common stock that will not
    participate in liquidation distributions and therefore they may
    have a conflict of interest in determining whether a particular
    target business is appropriate for a business
    combination.
    Certain
    of our stockholders will not receive reimbursement for any
    out-of-pocket expenses incurred by them to the extent that such
    expenses exceed the amount outside of the trust account unless
    the business combination is consummated and therefore they may
    have a conflict of interest in determining whether a particular
    target business is appropriate for a business combination and in
    the public stockholders best interest.
   23




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Since
    certain of our existing shareholders, including our officers and
    directors, will lose their entire investment in us if a business
    combination is not consummated and may be required to pay costs
    associated with our liquidation, certain our existing
    shareholders may purchase shares of our common stock from
    shareholders who would otherwise choose to vote against a
    proposed business combination or exercise their redemption
    rights in connection with such business
    combination.
      Because
    all our directors and officers reside outside of the United
    States and, after the consummation of a business combination,
    substantially all of our assets may be located outside of the
    United States, it may be difficult for investors to enforce
    their legal rights against such individuals.
    It is
    probable that our initial business combination will be with a
    single target business, which may cause us to be solely
    dependent on a single business and a limited number of
    services.
   24




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
    solely dependent upon the performance of a single
    business, or
    dependent upon the development or market acceptance of a single
    or limited number of processes or services.    Because
    of our limited resources and the significant competition for
    business combination opportunities, we may not be able to
    consummate an attractive business combination.
    We may
    be unable to obtain additional financing, if required, to
    complete a business combination or to fund the operations and
    growth of the target business, which could compel us to
    restructure the transaction or abandon a particular business
    combination.
   25




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Risks
    Associated With Our Acquisition of a Target Business in the
    Maritime Shipping Industry
  If
    charter rates fluctuate and the maritime shipping industry
    continues to undergo cyclical turns, it may have a negative
    impact on our profitability and operations.
    lay-up,
  Changes
    in the maritime shipping industry may reduce the demand for the
    types of vessels we seek to acquire or the services we may
    ultimately provide and thereby reduce our
    profitability.
      If we
    were to acquire vessels or a company with agreements to purchase
    individual vessels, it is highly unlikely that proxy materials
    provided to our shareholders would include historical financial
    statements and, accordingly, investors will not have historical
    financial statements on which to rely in making their decision
    whether to vote for the acquisition.
   26




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start-up
    If a
    business combination involves the ownership of vessels, such
    vessels could be arrested by maritime claimants, which could
    result in the interruption of business and have an adverse
    effect on revenue and profitability.
    The
    ownership and operation of vessels in international trade is
    susceptible to world events, which could be detrimental to our
    financial condition and operating performance.
   27




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Inherent
    in our operations are hazards which require continual oversight
    and control.
   28




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Political
    instability could harm our business.
    Our
    business is subject to foreign currency risks.
    
    difficulty in converting local currencies to
    U.S. dollars; and
    the market for conversion of local currency into other
    currencies may deteriorate or cease to exist.      (non-U.S.)
  If we
    acquire a business that charters vessels on the spot market, it
    may increase our risk of doing business following the business
    combination.
       29




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Management
    services relating to a target companys vessels may be
    performed by management companies that are affiliates of our
    officers and directors which could result in potential conflicts
    of interest.
      Because
    certain financial information will be required to be provided to
    our shareholders in connection with a proposed business
    combination, prospective target businesses may be
    limited.
    Risks
    associated with our securities
  Our
    outstanding warrants may have an adverse effect on the market
    price of common stock and make it more difficult to effect a
    business combination.
   30




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If
    certain of our stockholders exercise their registration rights,
    it may have an adverse effect on the market price of our common
    stock and the existence of these rights may make it more
    difficult to effect a business combination.
  and/or
  The
    American Stock Exchange may delist our securities from quotation
    on its exchange which could limit investors ability to
    make transactions in our securities and subject us to additional
    trading restrictions.
      
    a limited availability of market quotations for our securities;
    a determination that our common stock is a penny
    stock, which will require brokers trading in our common
    stock to adhere to more stringent rules and possibly resulting
    in a reduced level of trading activity in the secondary trading
    market for our common stock;
    a limited amount of news and analyst coverage for our
    company; and
    a decreased ability to issue additional securities or obtain
    additional financing in the future. 31




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U.S.
    tax authorities could treat the Foreign Subsidiary as a
    passive foreign investment company, which could have
    adverse U.S. federal income tax consequences to U.S.
    investors.
    A U.S.
    Holder of a warrant may have adverse U.S. federal income tax
    consequences if its warrant becomes exercisable into shares of
    the Foreign Subsidiary and the Foreign Subsidiary were to be
    classified as a PFIC.
    An
    investment in our securities may involve adverse U.S. federal
    income tax consequences because the redemption or liquidation
    price per share is greater than an investors initial tax
    basis in our common stock.
    As we
    have made an election to be classified as a partnership for U.S.
    federal income tax purposes, U.S. investors may have
    taxable income in advance of their receipt of
    cash.
   32




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U.S.
    investors may be subject to adverse tax consequences if we fail
    to be treated as a partnership for U.S. federal income tax
    purposes
    U.S.
    investors may recognize gain for U.S. federal income tax
    purposes on the actual or deemed transfer of our assets to a
    foreign corporation.
    A U.S.
    Holder of a warrant may have adverse U.S. federal income tax
    consequences if we were to liquidate pursuant to a shareholder
    vote following the formation of and the transfer of our assets
    to the Foreign Subsidiary.
    An
    investor may be subject to adverse U.S. federal income tax
    consequences in the event the Internal Revenue Service
    (IRS) were to disagree with the U.S. federal income
    tax consequences described herein.
  non-U.S. tax
 33




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If we
    are deemed to be an investment company, we may be required to
    institute burdensome compliance requirements and our activities
    may be restricted, which may make it difficult for us to
    complete a business combination.
    
    restrictions on the nature of our investments; and
    restrictions on the issuance of securities; which may make it
    difficult for us to complete a business combination.    
    registration as an investment company;
    adoption of a specific form of corporate structure; and
    reporting, record keeping, voting, proxy and disclosure
    requirements and other rules and regulations.  Rule 2a-7
  Our
    directors may not be considered independent under
    the policies of the North American Securities Administrators
    Association, Inc.
   34




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Because
    we may acquire a company located outside of the United States,
    we may be subject to various risks of the foreign jurisdiction
    in which we ultimately operate.
    We are
    incorporated in the Republic of the Marshall Islands, which does
    not have a well-developed body of corporate law, causing our
    public shareholders to have more difficulty in protecting their
    interests.
    If our
    common stock becomes subject to the SECs penny stock
    rules, broker-dealers may experience difficulty in completing
    customer transactions and trading activity in our securities may
    be adversely affected.
    
    make a special written suitability determination for the
    purchaser;
    receive the purchasers written agreement to a transaction
    prior to sale;
    provide the purchaser with risk disclosure documents which
    identify certain risks associated with investing in penny
    stocks and which describe the market for these penny
    stocks as well as a purchasers legal
    remedies; and
    obtain a signed and dated acknowledgment from the purchaser
    demonstrating that the purchaser has actually received the
    required risk disclosure document before a transaction in a
    penny stock can be completed.   35




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Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Common Stock


Warrants


UnitsHigh


Low


High


Low


High


LowFirst Quarter*






















Second Quarter*






















Third Quarter (July 1  September 28)*






















Third Quarter (September 28  September 30)

















$
10.45


$
10.30Fourth Quarter

$
9.67


$
9.26


$
1.65


$
1.13


$
11.13


$
10.35First Quarter 2008 (through March 18, 2008)

$
9.49


$
9.12


$
1.35


$
0.37


$
10.80


$
9.55     *
    
    No figures are included as our Units commenced trading on the
    American Stock Exchange on September 28, 2007 and our
    common stock and warrants commenced trading on the American
    Stock Exchange on October 26, 2007.  Number
    of Holders of Common
    Stock.
    Dividends.
   36




---



##### Table of Contents



Recent
    Sales of Unregistered Securities.
    Number ofName

Shares


Relationship to usGeorgios Koutsolioutsos


2,310,000


President and Co-Chairman of the BoardPanagiotis Zafet


1,375,000


Chief Executive Officer and Co-Chairman of the BoardSimon Zafet


1,375,000


Chief Operating Officer and DirectorAlexios Komninos


302,500


Chief Financial Officer, Treasurer and DirectorIoannis Tsigkounakis


137,500


Secretary and Director       Use of
    Proceeds of our Initial Public Offering and Private
    Placement.
  Form S-1 333-144436 333-146281).
       37




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##### Table of Contents



Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Repurchases
    of Equity Securities.
    Item 6.
    Selected
    Financial Data  page F-1.
  Period fromPeriod from


August 15,August 15,


2006Year


2006


(Inception)Ended


(Inception) to


to December 31,December 31,


December 31,


20072007


2006


(Cumulative)Statement of Operations Data:Operating expenses:

$
(445,039
)

$
(4,576
)

$
(449,615
)Interest income

$
1,948,192


$
1,028


$
1,949,220Net income (loss)

$
1,445,250


$
(4,372
)

$
1,440,878Net income (loss) per common share  basic

$
0.12


$
(0.00
)Net income (loss) per common share  diluted

$
0.10


$
(0.00
)   As of December 31,


As of December 31,2007


2006Balance Sheet Data:Cash and cash equivalents

$
2,210,726


$
355,938Money market funds  held in trust

$
232,923,020


$
Total assets

$
235,213,724


$
632,191Total shareholders equity

$
148,368,720


$
20,628   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview.
    Recent
    Accounting Pronouncements
   38




---



##### Table of Contents



97-2 98-9
     39




---



##### Table of Contents



Adoption
    of New Accounting Policy
    Critical
    Accounting Policies and Estimates
      Income
    Taxes
      Use of
    Estimates
   40




---



##### Table of Contents



Results
    of Operations
      Liquidity
    and Capital Resources
       41




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Contractual
    Obligations.
    Forward
    Looking Statements.
  Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Rule 2a-7
  Item 8.
    Financial
    Statements and Supplementary Data  Page F-1.
  Item 9.
    Changes
    in and Disagreements with our Independent Accounting Firm on
    Accounting and Financial Disclosure    Item 9A(T)
    Controls
    and Procedures  rules 13a-15(e) 15d-15(e)
 42




---



##### Table of Contents



Compliance
    with Section 404 of the Sarbanes-Oxley Act of
    2002
    Form 10-K
    Item 9B.
    Other
    Information   43




---



##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Company  Directors
    and Executive Officers
    Name

Age

PositionGeorgios Koutsolioutsos


39


President and Co-Chairman of the Board of DirectorsPanagiotis Zafet


42


Co-Chairman of the Board of DirectorsSimon Zafet


45


Chief Operating Officer and DirectorAlexios Komninos


42


Chief Financial Officer, Treasurer and DirectorIoannis Tsigkounakis


42


Secretary and DirectorElias M. Culucundis


65


DirectorRoland Beberniss


66


DirectorGeorge Hamawi


68


Director   Georgios Koutsolioutsos
  Panagiotis Zafet
  Simon Zafet
 44




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##### Table of Contents



Alexios Komninos
  Ioannis Tsigkounakis
  Elias M. Culucundis
 45




---



##### Table of Contents



Roland Beberniss
  George Hamawi
  Family
    Relationships
   46




---



##### Table of Contents



Section 16(a)
    Beneficial Ownership Reporting Compliance.
    Board
    Committees.
          Code of
    Conduct and Ethics.
    Item 11.
    Executive
    Compensation  COMPENSATION
    DISCUSSION AND ANALYSIS
   47




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##### Table of Contents



Compensation
    Objectives
    Elements
    of Compensation
  Base Salary.
  Equity Incentive Compensation.
  Determination
    of Compensation
    Pension
    Benefits
    Nonqualified
    Deferred Compensation
    Compensation
    of Directors
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters     48




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##### Table of Contents



Amount and


Percentage ofNature of


OutstandingBeneficial


CommonName and Address of Beneficial Owner(1)

Ownership(2)


StockGeorgios Koutsolioutsos


2,310,000



8.08
%Panagiotis Zafet


1,375,000



4.81
%Simon Zafet


1,375,000



4.81
%Alexios Komninos


302,500



1.06
%Ioannis Tsigkounakis


137,500



*George Hamawi


0



*Roland Beberniss


0



*Elias M. Culucundis


0



*QVT Financial LP


1,800,670



6.30
%Pine River Capital Management L.P.


1,739,000



6.08
%HBK Investments LP


1,582,200



5.53
%Sapling, LLC


1,330,100



4.65
%All directors and executive officers as a group (8 individuals)


5,500,000



19.23
%     *
    
    less than one (1%) percent(1)
    
    Unless otherwise indicated, the business address of each of the
    individuals is 10 Amfitheas Avenue, Athens Greece, 17564 P.
    Faliro.(2)
    
    Does not include shares of common stock issuable upon exercise
    of warrants that are not exercisable in the next 60 days.  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Item 13.
    Certain
    Relationships and Related Transactions    Number ofName

Shares(1)

Relationship to usGeorgios Koutsolioutsos

2,310,000

President and Co-Chairman of the BoardPanagiotis Zafet

1,375,000

Chief Executive Officer and
    Co-Chairman
    of the BoardSimon Zafet

1,375,000

Chief Operating Officer and DirectorAlexios Komninos

302,500

Chief Financial Officer, Treasurer and DirectorIoannis Tsigkounakis

137,500

Secretary and Director     (1)
    
    All such numbers give retroactive effect to the surrender for
    cancellation of an aggregate 1,604,448 shares of common
    stock by our shareholders on February 20, 2007, as adjusted
    for a one and one-half-for-one stock split in the form of a
    stock dividend effective as of July 6, 2007, a one and
    one-third-for-one stock split in the form of a stock dividend
    effective as of August 6, 2007 and a one and
    one-tenth-for-one stock split in the form of a stock dividend
    effective on September 24, 2007.   49




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##### Table of Contents



and/or lock-up lock-up
         50




---



##### Table of Contents



Item 14.
    Independent
    Accounting Firm Fees and Services      2007


2006Audit fees(1)

$
25,000


$
32,830Audit related fees(2)


129,863



Tax fees






All other fees






Total

$
154,863


$
32,380     (1)
    
    Audit fees for 2006 consisted of professional services rendered
    for the audit of the Companys financial statements for the
    year ended December 31, 2006. Audit fees for 2007 consisted
    of professional services rendered for the audit of the
    Companys financial statements for the year ended
    December 31, 2007.(2)
    
    Audit related fees consisted of professional services rendered
    for the audit of the Companys financial statements at
    September 28, 2007 included in our Current Report on
    Form 8-K,
    for the review of the financial statements included in our
    Quarterly Report on
    Form 10-Q
    for the quarters ended June 30, 2007 and September 30,
    2007, and for services performed in connection with the
    Companys registration statement on
    Form F-1.  Pre-Approval
    of Services
    Part IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  (a) Financial Statements.
  page F-1.
  (b) Exhibits.
    Exhibit No.

Description1
.1

Form of Underwriting Agreement(1)3
.1

Form of Second Amended and Restated Certificate of
    Incorporation(1)3
.2

By-laws(1)3
.3

Amendment No. 1 to the Bylaws of Seanergy Maritime Corp(1)4
.1

Specimen Unit Certificate(1)4
.2

Specimen Common Stock Certificate(1)4
.3

Specimen Public Warrant Certificate(1)4
.4

Specimen Private Warrant Certificate(1) 51




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##### Table of Contents



Exhibit No.

Description4
.5

Form of Warrant Agreement between Continental Stock Transfer and
    Trust Company and the Registrant(1)4
.6

Form of Unit Purchase Option to be granted to the
    Representative(1)10
.1

Letter Agreement by Panagiotis Zafet(1)10
.2

Letter Agreement by Georgios Koutsolutsos(1)10
.3

Letter Agreement by Simon Zafet(1)10
.4

Letter Agreement by Alexis Komninos(1)10
.5

Letter Agreement by Ioannis Tsigounakis(1)10
.6

Letter Agreement by George Hamawi(1)10
.7

Letter Agreement by Roland Beberniss(1)10
.8

Letter Agreement by Elias M. Culucundis(1)10
.9

Investment Management Trust Agreement between Continental
    Stock Transfer and Trust Company and the Registrant(1)10
.10

Form of Stock Escrow Agreement between the Registrant,
    Continental Stock Transfer and Trust Company and the
    Initial Stockholders(1)10
.11

Form of Services Agreement between the Registrant and Diadochi;
    Chi Alvertou Zafet S.A.(1)10
.12

Stock Surrender Agreement dated as of February 20, 2007
    among the Registrant and each of the individuals listed on
    Schedule A thereto(1)10
.13

Form of Registration Rights Agreement among the Registrant and
    the Initial Stockholders(1)10
.14

Form of Subscription Agreement between Registrant and Executive
    Officers of the Company(1)10
.15

Promissory Note dated December 14, 2006 issued to Alexis
    Komninos(1)10
.16

Promissory Note dated December 14, 2006 issued to Georgios
    Koutsolioutsos(1)10
.17

Promissory Note dated December 14, 2006 issued to Ioannis
    Tsigkounakis(1)10
.18

Promissory Note dated December 14, 2006 issued to
    Panagiotis Zafet(1)10
.19

Promissory Note dated December 14, 2006 issued to Simon
    Zafet(1)10
.20

Promissory Note dated January 12, 2007 issued to Georgios
    Koutsolioutsos(1)10
.21

Promissory Note dated January 12, 2007 issued to Simon
    Zafet(1)10
.22

Promissory Note dated January 12, 2007 issued to Panagiotis
    Zafet(1)10
.23

Form of Side Letter with Initial Shareholders(1)10
.24

Right of First Refusal and Corporate Opportunities Agreement by
    and between Balthellas Chartering SA and the Registrant(1)10
.25

Right of First Refusal and Corporate Opportunities Agreement by
    and between Hellasco Shipping Ltd. and the Registrant(1)10
.26

Right of First Refusal and Corporate Opportunities Agreement by
    and between Hellasco Transport Ltd. and the Registrant(1)10
.27

Right of First Refusal and Corporate Opportunities Agreement by
    and between RBB Shipping GmbH and the Registrant(1)10
.28

Right of First Refusal and Corporate Opportunities Agreement by
    and between Equity Shipping Ltd. and the Registrant(1)14


Code of Business Conduct and Ethics(1)31
.1

Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(A)
    of the Exchange Act31
.2

Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(A)
    of the Exchange Act32
.1

Certification of the Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350     (1)
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form F-1
    (File Nos.
    333-144436
    and
    333-146281). 52




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##### Table of Contents



SIGNATURES
      By:
    /s/  Panagiotis
    Zafet  Co-Chairman
      Signature

Title

Date/s/  Georgios
    KoutsolioutsosGeorgios
    Koutsolioutsos

President and Co-Chairman of the Board of Directors

March 31, 2008/s/  Panagiotis
    ZafetPanagiotis
    Zafet

Chief Executive Officer and Co-Chairman of the Board of
    Directors
    (principal executive officer)

March 31, 2008/s/  Simon
    ZafetSimon
    Zafet

Chief Operating Officer and Director

March 31, 2008/s/  Alexios
    KomninosAlexios
    Komninos

Chief Financial Officer, Treasurer and Director (principal
    financial and accounting officer)

March 31, 2008/s/  Ioannis
    TsigkounakisIoannis
    Tsigkounakis

Secretary and Director

March 31, 2008/s/  George
    HamawiGeorge
    Hamawi

Director

March 31, 2008/s/  Roland
    BebernissRoland
    Beberniss

Director

March 31, 2008/s/  Elias
    M. CulucundisElias
    M. Culucundis

Director

March 31, 2008  53




---



##### 



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  FINANCIAL
    STATEMENTS AND
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
    FIRM
  INDEX
   
 Report of Independent Registered Public
    Accounting Firm


F-2Financial StatementsBalance Sheets as of December 31, 2007 and
    2006


F-3Statements of Operations for the year ended
    December 31, 2007, the period from August 15, 2006
    (Inception) to December 31, 2006, and the period from
    August 15, 2006 (Inception) to December 31, 2007
    (Cumulative)


F-4Statement of Shareholders Equity for the
    period from August 15, 2006 (Inception) to
    December 31, 2007


F-5Statements of Cash Flows for the year ended
    December 31, 2007, the period from August 15, 2006
    (Inception) to December 31, 2006, and the period from
    August 15, 2006 (Inception) to December 31, 2007
    (Cumulative)


F-6Notes to Financial Statements


F-7   F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           
      F-2




---



##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)BALANCE SHEETS 
    DECEMBER 31, 2007 AND 2006
  2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
2,210,726


$
355,938Money market funds  held in trust


232,923,020



Prepaid expenses and other current assets


79,978



20,000Total current assets


235,213,724



375,938Deferred offering costs






256,253Total assets

$
235,213,724


$
632,191LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
587,872


$
184,753Amounts due to underwriter


5,407,142



Accrued interest payable to shareholders






824Due to shareholders






75,986Notes payable to shareholders






350,000Total current liabilities


5,995,014



611,563Common stock subject to possible redemption 
    8,084,999 shares at redemption value


80,849,990



Commitments and contingenciesShareholders equity:Preferred stock, $0.0001 par value; authorized 
    1,000,000 shares; issued  none






Common stock, $0.0001 par value; authorized 
    89,000,000 shares; issued and outstanding 
    28,600,000 shares, inclusive of 8,084,999 shares
    subject to possible redemption, at December 31, 2007 and
    7,264,893 shares at December 31, 2006


2,860



726Additional paid-in capital


146,924,982



24,274Retained earnings (deficit)


1,440,878



(4,372Total shareholders equity


148,368,720



20,628Total liabilities and shareholders equity

$
235,213,724


$
632,191    F-3




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##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
 STATEMENTS
    OF OPERATIONS  Period fromPeriod from


August 15,August 15,


2006Year


2006


(Inception) toEnded


(Inception) to


December 31,December 31,


December 31,


20072007


2006


(Cumulative)Operating expenses

$
(445,039
)

$
(4,576
)

$
(449,615
)Interest income


1,948,192



1,028



1,949,220Interest expense  underwriter


(44,642
)






(44,642
)Interest expense  shareholders


(13,261
)


(824
)


(14,085
)Net income (loss)

$
1,445,250


$
(4,372
)

$
1,440,878Net income (loss) per common share Basic

$
0.12


$
(0.00
)Diluted

$
0.10


$
(0.00
)Weighted average common shares outstanding Basic


11,754,095



7,264,893Diluted


15,036,283



7,264,893    F-4




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##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
 STATEMENTS
    OF SHAREHOLDERS EQUITY  Additional


Retained


TotalCommon Stock


Paid-in


Earnings


ShareholdersShares


Amount


Capital


(Deficit)


EquityBalance, August 15, 2006 (Inception)





$



$








Sale of shares to founding shareholders at $0.0034 per share


7,264,893



726



24,274







25,000Net loss for the period from August 15, 2006 (Inception) to
    December 31, 2006














(4,372
)


(4,372
)Balance, December 31, 2006


7,264,893



726



24,274



(4,372
)


20,628Shares surrendered and cancelled


(1,764,893
)


(176
)


176







Sale of shares and warrants in private placement and public
    offering, net of offering costs of $18,062,268


23,100,000



2,310



227,350,422







227,352,732Sale of underwriters purchase option










100







100Capital contributed by founding shareholders










400,000







400,000Shares reclassified to Common stock subject to mandatory
    redemption










(80,849,990
)






(80,849,990
)Net income for the year ended December 31, 2007














1,445,250



1,445,250Balance, December 31, 2007


28,600,000


$
2,860


$
146,924,982


$
1,440,878


$
148,368,720    F-5




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##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
 STATEMENTS
    OF CASH FLOWS  Period fromPeriod from


August 15,August 15,


2006Year


2006


(Inception) toEnded


(Inception) to


December 31,December 31,


December 31,


20072007


2006


(Cumulative)Net income (loss)

$
1,445,250


$
(4,372
)

$
1,440,878Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in Prepaid expenses and other current assets


(59,978
)


(20,000
)


(79,978
)Increase (decrease) in Accounts payable and accrued expenses


155,335



3,500



158,835Accrued interest payable to shareholders


(824
)


824



Accrued interest payable to underwriter


44,642







44,642Net cash provided by (used in) operating activities


1,584,425



(20,048
)


1,564,377Cash flows from investing activities:Increase in trust account from interest earned on funds held in
    trust


(1,923,020
)






(1,923,020
)Funds placed in trust account from offerings


(231,000,000
)






(231,000,000
)Net cash used in investing activities


(232,923,020
)






(232,923,020
)Cash flows from financing activities:Proceeds from initial sale of common stock






25,000



25,000Gross proceeds from private placement


14,415,000







14,415,000Gross proceeds from public offering


231,000,000







231,000,000Payment of offering costs


(11,795,731
)


(75,000
)


(11,870,731
)Proceeds from underwriters purchase option


100







100Proceeds from shareholders loans






350,000



350,000Repayment of shareholders loans


(450,986
)






(450,986Advances from shareholders, net


25,000



75,986



100,986Net cash provided by financing activities


233,193,383



375,986



233,569,369Net increase in cash


1,854,788



355,938



2,210,726Cash at beginning of period


355,938







Cash at end of period

$
2,210,726


$
355,938


$
2,210,726Cash paid for:Interest

$
14,086






$
14,086Income taxes

$



$



$
Supplemental disclosure of non-cash financing activities:Capital contributed by founding shareholders in the form
    of legal fees paid

$
400,000


$



$
400,000Increase in accrued offering costs and placement fees


5,610,284



181,253



5,791,537Shareholder advances converted to notes payable

$
100,986


$



$
100,986Common stock subject to possible redemption

$
84,849,990


$



$
80,849,990Par value of common stock surrendered and cancelled

$
176


$



$
176Fair value of unit purchase option issued to underwriters

$
7,390,000


$



$
7,390,000    F-6




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##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2007 AND 2006
  1.
    Organization
    and Proposed Business Operations        2.
    Summary
    of Significant Accounting Policies  Cash
    Equivalents and Concentrations of Credit Risk
        Income
    Taxes
     F-7




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##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2007 AND 2006  (Continued)
      Earnings
    Per Share
      Period fromAugust 15,2006Year Ended


(Inception) toDecember 31,


December 31,2007


2006Basic:Net income (loss)

$
1,445,250


$
(4,372
)Weighted average common shares outstanding


11,754,095



7,264,893Net income (loss) per common share  basic

$
0.12


$
(0.00
)Diluted:Net income (loss)

$
1,445,250


$
(4,372
)Weighted average common shares outstanding


11,754,095



7,264,893Effect of dilutive warrants


3,282,188



Diluted weighted average common shares outstanding


15,036,283



7,264,893Net income (loss) per common share  diluted

$
0.10


$
(0.00
)   Use of
    Estimates
   F-8




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##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2007 AND 2006  (Continued)
  Fair
    Value of Financial Instruments
  and/or
  Share-Based
    Payments
    Foreign
    Currency Translation
        Recent
    Accounting Pronouncements
  97-2 98-9
   F-9




---



##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2007 AND 2006  (Continued)
       F-10




---



##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2007 AND 2006  (Continued)
    3.
    Private
    Placement and Public Offering       F-11




---



##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2007 AND 2006  (Continued)
         F-12




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##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2007 AND 2006  (Continued)
      4.
    Money
    Market Funds  Held In trust      5.
    Notes
    Payable and Due to Shareholders      6.
    Common
    Stock       F-13




---



##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2007 AND 2006  (Continued)
      7.
    Preferred
    Stock    8.
    Commitments
    and Contingencies     F-14




---



##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2007 AND 2006  (Continued)
        9.
    Registration
    Rights       F-15




---



##### Table of Contents



SEANERGY
    MARITIME CORP.
    (a corporation in the development stage)
  NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2007 AND 2006  (Continued)
  10.
    Quarterly
    Results of Operations (Unaudited)    Three Months Ended


Year EndedMarch 31,


June 30,


September 30,


December 31,


December 31,2007


2007


2007


2007


2007Operating expenses

$
(2700
)

$
(405
)

$
(16,735
)

$
(427,629
)

$
(445,039
)Interest income


3,775



2,213



1,121



1,941,083



1,948,192Interest expense  underwriter














(44,642
)


(44,642
)Interest expense  shareholders


(4,315
)


(4,498
)


(4,448
)






(13,261
)Net income (loss)

$
(810
)

$
(2,690
)

$
(20,062
)

$
1,468,812


$
1,445,250Net income (loss) per common share Basic

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
0.05


$
0.12Diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
0.04


$
0.10Weighted average common shares outstanding Basic


6,480,496



5,500,000



6,253,261



28,600,000



11,754,095Diluted


6,480,496



5,500,000



6,253,261



41,210,513



15,036,283   Period from





Period fromAugust 15,


Three


August 15,2006


Months


2006(Inception) to


Ended


(Inception) toSeptember 30,


December 31,


December 31,2006


2006


2006Operating expenses

$
(950
)

$
(3626
)

$
(4,576
)Interest income






1,028



1,028Interest expense  shareholders






(824
)


(824
)Net loss

$
(950
)

$
(3,422
)

$
(4,372
)Net loss per common share Basic and diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted average common shares outstanding Basic and diluted


7,264,893



7,264,893



7,264,893   11.
    Subsequent
    Events (Unaudited)     F-16