As filed with the Securities and Exchange Commission on March 31, 2020
Registration No. 333-      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Seanergy Maritime Holdings Corp.
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands
4412
N.A.
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)

Seanergy Maritime Holdings Corp.
154 Vouliagmenis Avenue
166 74 Glyfada
Athens, Greece
Tel: +30 210 8913507
(Address and telephone number of Registrant’s principal executive offices)

With copy to:

Will Vogel, Esq.
Watson Farley & Williams LLP
250 West 55th Street
New York, New York 10019
(212) 922-2200 (telephone number)
(212) 922-1512 (facsimile number)
 
Barry I. Grossman, Esq.
Lawrence A. Rosenbloom, Esq..
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300 (telephone number)
(212) 370-7889 (facsimile number)

Watson Farley & Williams LLP
Attn: Will Vogel, Esq.
250 West 55th Street
New York, New York 10019
(212) 922-2200 (telephone number)
(Name, Address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-237328

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company  ☐
 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered
 
Proposed Maximum
Aggregate Offering Price(1)(2)
   
Amount of
Registration Fee (9)
 
Units consisting of
           
(i)       Common shares, par value $0.0001 per share
 
$
1,205,757.58
   

 
(ii)      Class D Warrants to purchase common shares (3)
   
—
         
Pre-funded warrants to purchase common shares (3)(4)(5)
   
—
         
Common shares, par value $0.0001 per share, underlying Class D Warrants (6)
 
$
1,205,757.58
         
Common shares, par value $0.0001 per share, underlying pre-funded warrants (4)(5)
   
—
         
Representative’s common share purchase warrant (7)
   
—
         
Common shares underlying representative’s common share purchase warrant (8)
 
$
75,359.84
         
Total
 
$
2,486,875
   
$
323
 

(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended. Pursuant to Rule 416, there are also being registered such indeterminable additional securities as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions.
   
(2)
Includes the offering price of common shares that may be sold pursuant to the option of the representative of the underwriters to purchase additional common shares.
   
(3)
In accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the warrants registered hereby.
   
(4)
The proposed maximum aggregate offering price of the common shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants offered and sold in the offering, and as such the proposed maximum offering price of the common shares and pre-funded warrants (including the common shares issuable upon exercise of the pre-funded warrants) if any, is $1,205,757.58.
   
(5)
The registrant may issue pre-funded warrants to purchase common shares in the offering. The purchase price of each pre-funded warrant will equal the price per share at which shares of common shares are being sold to the public in this offering, minus $0.01, which constitutes the pre-funded portion of the exercise price, and the remaining unpaid exercise price of the pre-funded warrant will equal $0.01 per share (subject to adjustment as provided for therein).
   
(6)
Based on a per-share exercise price for the Class D Warrants of 100% of the public offering price per unit in this offering.
   
(7)
No fee pursuant to Rule 457(g) under the Securities Act.
 
(8)
Based on a per-share exercise price of 125% of the unit price for the Representative’s common share purchase warrant.
   
(9)
In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities to be sold under the related registration statement on Form F-1 (File No. 333-237328), as amended, is hereby registered.
 

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1 promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of Watson Farley & Williams LLP regarding the validity of the securities being registered and a related consent of Ernst & Young (Hellas) Certified Auditors-Accountants S.A. This registration statement relates to Seanergy Maritime Holdings Corp.’s registration statement on Form F-1 (File No. 333-237328), as amended, including the exhibits and powers of attorney thereto (the “Initial Registration Statement”), declared effective by the Securities and Exchange Commission on March 31, 2020. Seanergy Maritime Holdings Corp. is filing this registration statement for the sole purpose of increasing the proposed maximum aggregate offering price of the securities offered hereby by $2,486,875. Pursuant to General Instruction V to Form F-1, the contents of the Initial Registration Statement are incorporated by reference into this registration statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Exhibits and Financial Statement Schedules.

(a) Exhibits.

All exhibits filed with or incorporated by reference in the Registration Statement (File No. 333-237328) are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for the following, which are filed herewith.
 
Exhibit List

Number
Description
5.1
Opinion of Watson Farley & Williams LLP, as to the validity of the securities*
8.1
Opinion of Watson Farley & Williams LLP, with respect to certain tax matters*
Consent of Ernst & Young (Hellas) Certified Auditors-Accountants S.A.*
Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 5.1)
Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 8.1)
Powers of Attorney (Included in the signature page hereto)
*
Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece on March 31, 2020.
 
SEANERGY MARITIME HOLDINGS CORP.
   
 
 
By:
/s/ Stamatios Tsantanis
 
Name:
Stamatios Tsantanis
 
Title:
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Stamatios Tsantanis and Will Vogel his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on March 31, 2020 in the capacities indicated.

Signature
 
Title
   
 
 
/s/ Stamatios Tsantanis
 
Director, Chief Executive Officer and
Chairman of the Board (Principal Executive Officer)
Stamatios Tsantanis
 
   
 
 
/s/ Stavros Gyftakis*
 
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Stavros Gyftakis
 
   
 
 
/s/ Christina Anagnostara*
 
Director
Christina Anagnostara
 
   
 
 
/s/ Dimitrios Anagnostopoulos*
 
Director
Dimitrios Anagnostopoulos
 
   
 
 
/s/ Elias Culucundis*
 
Director
Elias Culucundis
 
   
 
 
/s/ Ioannis Kartsonas*
 
Director
Ioannis Kartsonas
 

* Pursuant to power of attorney

  
By:
/s/ Stamatios Tsantanis
 
 
Stamatios Tsantanis
 
AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Seanergy Maritime Holdings Corp., has signed this registration statement in the City of Newark, State of Delaware on March 31, 2020.

 
PUGLISI & ASSOCIATES
   
 
 
/s/ Donald J. Puglisi
 
Name:
Donald J. Puglisi
 
Title:
Managing Director

Exhibit 5.1



Seanergy Maritime Holdings Corp.
16 Grigoriou Lambraki Street
166 74 Glyfada
Athens, Greece

Our reference: 31339.50005/80739073v2

March 31, 2020

Re: Seanergy Maritime Holdings Corp.

Ladies and Gentlemen:

We have acted as counsel to Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Company”), in connection with the preparation of the Company’s Registration Statement on Form F-1 (the “Rule 462(b) Registration Statement”) filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, with respect to the registration of the issuance and sale of securities with an aggregate offering price of up to $2,486,875 consisting of (x) units (the “Units”) of the Company, each unit consisting of (i) one common share, par value $0.0001 per share (each, a “Common Share”) of the Company (collectively, the “Unit Shares”) or one pre-funded warrant to purchase one Common Share at an exercise price equal to US$0.01 per Common Share (“Pre-Funded Warrants,” and the Common Shares issuable upon exercise thereof, the “Pre-Funded Warrant Shares”), and (ii) one Class D warrant to purchase one Common Share (the “Class D Warrants,” and the Common Shares issuable upon exercise thereof the “Class D Warrant Shares”), and (y) a representative’s warrant to purchase Common Shares (the “Representative’s Warrant,” and together with the Class D Warrants and Pre-Funded Warrants, the “Warrants”; and the Common Shares issuable on exercise thereof together with the Pre-Funded Warrant Shares and the Class D Warrant Shares, the “Warrant Shares”).

Page 2


The Rule 462(b) Registration Statement incorporates by reference the contents of the Registration Statement on Form F-3 (No. 333-237328, as amended, the “Registration Statement”), including the prospectus contained therein (as amended, the “Prospectus”), which was initially filed with the Securities and Exchange Commission on March 20, 2020.

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(a)
the Rule 462(b) Registration Statement, the Registration Statement, and the Prospectus;

(b)
the form of Class D Warrant to be entered into by the Company;

(c)
the form of Pre-Funded Warrant to be entered into by the Company;

(d)
the form of Representative’s Warrant to be entered into by the Company;

(e)
the Company’s restated articles of incorporation and second amended and restated bylaws of the Company (each as amended to date, together, the “Articles and Bylaws”); and

(f)
such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.

In such examination, we have assumed (a) the legal competence or capacity of persons or entities (other than the Company) to complete the execution of documents, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinions set forth herein are true, correct and complete, and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us. As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of officers or representatives of the Company and of public officials, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.

We have assumed that the Company will, at the time of any issuance of Warrant Shares, have a sufficient number of authorized but unissued shares of common stock pursuant to its Articles to so issue the relevant number of Warrant Shares. We have also assumed that, at or prior to the time of the delivery of any of the Warrant Shares, there will not have occurred any change in the law or the facts affecting the validity of the Warrant Shares.

This opinion letter is limited to Marshall Islands law and New York law and is as of the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.
Page 3


Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:

1.
The Units, the Unit Shares, the Warrants and the Warrant Shares have been duly authorized by the Company.

2.
The Unit Shares, when issued, sold and paid for in accordance with the Rule 462(b) Registration Statement, the Registration Statement, and Prospectus, will be validly issued, fully paid, and nonassessable.

3.
Assuming each of the Warrants is issued and delivered as contemplated in the Prospectus, the relevant Warrant Shares, when issued, delivered and paid for upon the exercise of such Warrants in accordance with their respective terms, will be validly issued, fully paid and non-assessable.

4.
When the Units and Warrants are issued and delivered as contemplated in the Prospectus, the Units and Warrants will constitute valid and legally binding obligations of the Company in accordance with their terms, except as the enforcement thereof (i) may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, fraudulent obligation, moratorium or other similar laws affecting generally the enforceability of creditors’ rights and remedies or the collection of debtor’s obligations from time to time in effect, and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, including the application of principles of good faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles, or other law relating to or affecting creditors’ rights generally and general principles of equity.

We consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement, the discussion of this opinion in the Rule 462(b) Registration Statement, and the references to our firm in the Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), nor do we admit that we are experts with respect to any part of the Rule 462(b) Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP

Exhibit 8.1



Seanergy Maritime Holdings Corp.
16 Grigoriou Lambraki Street
166 74 Glyfada
Athens, Greece

Our reference: 31339.50005/80739112v1

March 31, 2020

Exhibit 8.1 Opinion

To Whom It May Concern:

We have acted as counsel to Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Company”), in connection with the preparation of the Company’s Registration Statement on Form F-1 (the “Rule 462(b) Registration Statement”) filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of units of the Company, each unit consisting of (i) one common share, par value $0.0001 per share of the Company or one pre-funded warrant to purchase a common share, and (ii) one Class D warrant to purchase one common share (the “Units”).

The Rule 462(b) Registration Statement incorporates by reference the contents of the Registration Statement on Form F-3 (No. 333-237328, as amended, the “Registration Statement”), including the prospectus contained therein (as amended, the “Prospectus”), which was initially filed with the Securities and Exchange Commission on March 20, 2020.

In rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(a)
the Rule 462(b) Registration Statement, the Registration Statement, and the Prospectus;

Page 2


(i)
such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company, as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.

In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of public officials, directors and officers of the Company and others, in each case as we have deemed relevant and appropriate.  We have not independently verified the facts so relied on.

We have reviewed the discussion set forth in the Prospectus under the caption “Tax Considerations—United States Federal Income Tax Consequences—United States Federal Income Taxation of U.S. Holders”.  Based on the representations, covenants, assumptions, conditions and qualifications described in such section, and taking into account the fact that the discussions set forth in such section do not purport to discuss all possible U.S. federal income tax consequences of the ownership and disposition of the Units and the Company’s common shares, and of the ownership, exercise, lapse and disposition of the pre-funded warrants and Class D warrants, and subject to the qualifications, limitations and assumptions set forth herein, we confirm that the discussions set forth in such section, to the extent they constitute summaries of law or legal conclusions, unless otherwise noted, constitute our opinion with respect to the material U.S. federal income tax consequences of the ownership and disposition of the Units and the Company’s common shares, and of the ownership, exercise, lapse and disposition of the pre-funded warrants and Class D warrants, as of the date of the Registration Statement, and accurately state our views as to the tax matters discussed therein (except for the representations and statements of fact of the Company included under such caption, as to which we express no opinion). We express no opinion as to any U.S. federal income tax consequences other than the opinion set forth above. Except as set forth in the paragraph below concerning Marshall Islands tax considerations, we express no opinion with respect to tax consequences under any state, local, or non-U.S. tax law.

We have reviewed the discussion set forth in the Prospectus under the caption “Tax Considerations—Marshall Islands Tax Consequences”. Based on the facts as set forth in the Registration Statement and the Prospectus, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we confirm that the statements in such discussion, to the extent they constitute legal conclusions, unless otherwise noted, are the opinion of Watson Farley & Williams LLP with respect to Marshall Islands tax consequences as of the date of the Prospectus (except for the representations and statements of fact of the Company included under such caption, as to which we express no opinion).
Page 3


Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents and case law, and the law of the Republic of the Marshall Islands as in effect on the date hereof, any of which may be changed at any time with retroactive effect. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.

We consent to the filing of this opinion as an exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement and to the references to our firm in the Registration Statement and the Prospectus.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form F-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts”, included in Amendment No. 1 to the Registration Statement (Form F-1 No. 333-237328) and related Prospectus of Seanergy Maritime Holdings Corp. for the offering of units consisting of common shares or pre-funded warrants to purchase common shares and class D warrants to purchase common shares and to the incorporation by reference therein of our report dated March 5, 2020, with respect to the consolidated financial statements and the financial statement schedule of Seanergy Maritime Holdings Corp., included in its Annual report (Form 20-F) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece
March 31, 2020