AAM AA Mission Acquisition Corp

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As filed with the Securities and Exchange Commission on March 22, 2010.

Registration Statement No. 333-165415

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3 TO

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

Alma Maritime Limited
(Exact name of registrant as specified in its charter)

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

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

                 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.     o

                 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.     o

                 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.     o

CALCULATION OF REGISTRATION FEE

*

Previously paid

(1)

Includes shares to be sold upon exercise of the underwriters' over-allotment option.

(2)

Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o).

(3)

The preferred stock purchase rights are initially attached to and trade with shares of our common stock registered hereby. Value attributed to such rights, if any, is reflected in the market price of our common stock.

                  The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted

Subject to Completion
Preliminary Prospectus Dated March 22, 2010.

PROSPECTUS

11,250,000 Shares

Alma Maritime Limited

Common Stock

                This is Alma Maritime Limited's initial public offering. We are selling 11,250,000 shares of our common stock.

                We expect the public offering price to be between $19.00 and $21.00 per share. Currently, no public market exists for the shares. Our common stock has been approved for listing on the New York Stock Exchange under the symbol "AAM."

                Our existing stockholders have separately agreed to purchase from us 3,100,000 additional shares of common stock for an aggregate purchase price of $62.0 million.

                 Investing in our common stock involves risks that are described in the "Risk Factors" section beginning on page 16 of this prospectus.

                The underwriters may also purchase up to an additional 1,687,500 shares from us, at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments, if any.

                Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                The shares will be ready for delivery on or about                        , 2010.

Clarkson Johnson Rice

                          Cantor Fitzgerald & Co.

                                                               BNP PARIBAS

                                                                                        UniCredit Capital Markets

DVB Capital Markets

The date of this prospectus is                        , 2010.

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You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any person to provide you with different information. This prospectus is not an offer to sell, nor is it an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

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PROSPECTUS SUMMARY

               This section summarizes some of the key information and financial data that appear later in this prospectus. This summary may not contain all of the information that may be important to you. As an investor or prospective investor, you should review carefully the entire prospectus, including the risk factors and the more detailed information and financial statements included in this prospectus. We use the term deadweight tons, or dwt, in describing the capacity of our vessels. We refer you to "Glossary of Certain Shipping Terms" beginning on page 190 for definitions of certain shipping industry terms that we use in this prospectus.

               Unless otherwise indicated, references in this prospectus to "Alma Maritime Limited," "we," "us," "our" and the "Company" refer to Alma Maritime Limited and our subsidiaries and references to "our Manager" and "Empire Navigation" refer to Empire Navigation Inc., which will provide us with commercial, technical and administrative services. Unless otherwise indicated, information presented in this prospectus assumes that the underwriters will not exercise their option to purchase additional shares. All references in this prospectus to "$" and "dollars" refer to United States Dollars and share numbers give effect to a 1.2546863-for-1 stock split effected as a stock dividend on March 11, 2010.

Our Company

              We are an international shipping company recently formed to own a fleet of crude oil and product tankers and drybulk carriers, which we intend to employ on a mix of short, medium and long-term time charters, including spot charters, with leading charterers. Our Sponsors, who include Stamatis Molaris and Hans J. Mende, have long track records in the shipping and commodities industries and have developed strong relationships with leading charterers, financing sources and shipping and commodities industry participants. We intend to leverage their experience, reputation and relationships to pursue growth by taking advantage of attractive opportunities presented by current low vessel prices in both the tanker and drybulk sectors. Our primary objective will be to maximize returns to our stockholders through the shipping cycle.

              We have agreed to acquire a 2005-built Capesize drybulk carrier from an entity affiliated with Hans J. Mende, one of our Sponsors and a member of our Board of Directors, and to acquire, subject to the consummation of this offering or our waiver of such condition, two 2008-built, double hull Suezmax tankers, each with expected deliveries to us in May 2010. We also have contracts for the construction of four modern, double-hull Suezmax tankers of 158,000 dwt each by a South Korean shipyard which we expect will be delivered to us between May and September 2011. We intend to initially deploy the two 2008-built Suezmax tankers in the spot market, while the 2005-built Capesize drybulk carrier has a minimum eight-year time charter, with profit sharing arrangements, with EDF Trading Markets Limited, or EDF Trading, a subsidiary of Electricité de France, and we have arranged seven-year time charters, which also contain profit sharing arrangements, with The Sanko Steamship Co., Ltd., or Sanko Steamship, for each of our four Suezmax tanker newbuildings. We are actively evaluating additional acquisition opportunities for secondhand tankers and drybulk carriers, including two additional Capesize drybulk carriers, for which we have obtained non-binding indicative terms from EDF Trading for minimum eight-year time charters with profit sharing arrangements on the same terms as the charter for the 2005-built Capesize drybulk carrier, except that the minimum gross daily charter rate is $20,000 per day.

              Our management team provides strategic management for our company. Our operations will be managed by Empire Navigation Inc., which we refer to as Empire Navigation or our Manager, under the supervision of our management team and Board of Directors. Empire Navigation has established a veteran management and operational team, many of whom have over 30 years of experience in the tanker and drybulk sectors of the shipping industry. Prior to the completion of this offering, we intend to enter into a long-term management agreement, which we refer to as the Management Agreement,

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pursuant to which our Manager and its affiliates will apply their expertise and experience in the seaborne transportation industry to provide us with commercial, technical and administrative services. We believe that Empire Navigation will be able to provide us with such services at a cost to us that would be lower than what could be achieved by performing these functions in-house and that Empire Navigation's rates are competitive with those that would be available to us through independent vessel management companies. The Management Agreement will be for an initial term ending on June 30, 2017 and will, thereafter, automatically renew for up to three additional seven and one-half-year periods unless terminated in accordance with its terms. We will pay our Manager fees for the services it provides us as well as reimburse our Manager for its costs and expenses incurred in providing certain of these services.

Market Opportunity

              We believe that the recent financial crisis and developments in the seaborne transportation industry, particularly in the tanker and drybulk sectors, have created significant opportunities to acquire vessels at historically low prices and employ them in a manner that will provide attractive returns on capital. We also believe that the recent financial crisis continues to adversely affect the availability of credit to shipping industry participants, and in turn vessel values, creating opportunities for well-capitalized companies, with committed available financing, such as ours.

              We believe we can optimize returns while minimizing cash flow volatility by managing both our sector exposure and our mix of charters. We believe that acquiring vessels in both the tanker and drybulk shipping sectors will provide us with more balanced exposure to commodities, including crude oil, refined petroleum products and drybulk cargoes such as iron ore, coal and grain, and provide more diverse opportunities to generate revenues than would a focus on any one shipping sector. We intend to adjust the mix of short, medium and long-term time charters, including spot charters, on which we deploy our vessels, according to our assessment of market conditions, to benefit from the relatively stable cash flows associated with longer term charters and potentially capture increased profits during strong charter markets through the use of shorter term charters and profit sharing arrangements.

              We intend to use approximately $155.6 million of the net proceeds from this offering to fund a portion of the $190.6 million aggregate purchase price for the three secondhand vessels we have agreed to acquire, approximately $14.4 million of the net proceeds of this offering to fund a portion of the $238.8 million remaining purchase price for our four contracted Suezmax tanker newbuildings and the remaining proceeds of this offering to fund a portion of the purchase price for additional tankers and drybulk carriers, which we have not yet identified. We intend to fund the balance of the purchase price for the seven vessels we have agreed to acquire with borrowings under new credit facilities, for which we have entered into commitment letters, and proceeds from the sale of shares of our common stock to our existing stockholders for $62.0 million, which we expect to consummate concurrently with this offering. We have entered into commitment letters for a new senior credit facility in an amount of up to $301.0 million and a new subordinated credit facility in an amount of up to $74.0 million, for post-delivery vessel financing, as well as a commitment letter for a new $135.0 million credit facility to finance pre-delivery installment payments for our four Suezmax tanker newbuildings and the repayment of a portion of the outstanding indebtedness under our existing credit facility. We will be required to use borrowings under the $301.0 million senior secured credit facility and $74.0 million subordinated secured credit facility to refinance amounts borrowed under the $135.0 million credit facility. Under the $135.0 million credit facility, we will be required to maintain a collateral account with our lenders, in an initial amount of $66.5 million, during the period between entering into such credit facility and the delivery of the Suezmax tanker newbuildings financed thereby until the newbuildings are delivered (or, if earlier, September 30, 2010) at which time amounts outstanding under the $135.0 million pre-delivery secured credit facility will be repaid and the remaining amounts in such account will be released. The $66.5 million in that account will be reduced over time as we make non-debt financed payments for the

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four Suezmax tanker newbuildings and repayments under our existing credit facility. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—New Credit Facilities."

              As of December 31, 2009, we had paid $131.0 million of the $369.8 million aggregate purchase price for our four Suezmax tanker newbuildings, and we were obligated to pay an additional $2.5 million in the aggregate for the remaining balance of the cancellation fee for five cancelled newbuildings. We have received an appraisal, as of March 10, 2010, of each of our four Suezmax tanker newbuildings and their associated charters prepared by Clarkson Valuations Limited, which is summarized in the section of this prospectus entitled "Business—Our Fleet and Charters—Suezmax Tanker Newbuilding Valuations," and reproduced in its entirety as an annex to this prospectus. The aggregate purchase price for the two 2008-built Suezmax tankers is $136.6 million and we have agreed to acquire the 2005-built Capesize drybulk carrier for $54.0 million.

Relationship with Our Sponsors

              Our current stockholders include affiliates of each of our Chief Executive Officer, Stamatis Molaris, Hans J. Mende, the President of American Metals & Coal International, Inc. ("AMCI") and Maas Capital Investments B.V., a private equity affiliate of Fortis Bank Nederland N.V. (collectively, our "Sponsors"). One of our key competitive strengths is the considerable experience of our management team and our Sponsors in investing and operating in the shipping and commodities industries, which we believe we will be able to leverage to source attractive acquisitions and obtain chartering opportunities, contacts and market intelligence in the shipping and commodities trades.

              Stamatis Molaris, our Chief Executive Officer and Chairman of our Board of Directors, is the founder and sole stockholder of Empire Navigation Inc., our Manager. Mr. Molaris has over 15 years of experience in the international shipping industry, including as Chief Executive Officer of Quintana Maritime Limited, formerly a Nasdaq-listed drybulk company, Chief Executive Officer of Excel Maritime Carriers Ltd., a NYSE-listed drybulk company, following its acquisition of Quintana Maritime Limited, and as Chief Financial Officer of Stelmar Shipping Ltd., formerly a NYSE-listed tanker company.

              Hans J. Mende, a member of our Board of Directors, is President of AMCI, a mining and trading company, which he co-founded in 1986. Mr. Mende has over 40 years of experience in the commodities industries as well as in the shipping sector, including as former Chairman of the Board of Directors of Alpha Natural Resources, a NYSE-listed coal company, a director of Foundation Coal, formerly a NYSE-listed coal company, and a director of Quintana Maritime Limited prior to its acquisition by Excel Maritime Carriers Ltd., on whose Board of Directors he currently serves. Prior to founding AMCI, Mr. Mende served in various senior executive positions at the Thyssen Group, one of the largest German multinational companies, with interests in steel making and general heavy industrial production, including as President of its international trading company.

              Maas Capital Investments B.V. is a private equity affiliate of Fortis Bank Nederland N.V., a leading lender to the shipping industry. Maas Capital Investments B.V. has provided equity and mezzanine financing to the shipping industry since 2000.

Our Fleet and Charters

              We have agreed to acquire a 2005-built Capesize drybulk carrier and to acquire, subject to the consummation of this offering, or our waiver of such condition, two 2008-built, double hull Suezmax tankers, each with expected deliveries to us by May 2010, and contracts for the construction of four modern, double-hull Suezmax tankers, which we expect will be delivered to us between May and September 2011. We are actively evaluating additional vessel acquisition opportunities in both the

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tanker and drybulk sectors of the shipping industry, including two Capesize drybulk carriers for which we have already obtained non-binding indicative charter terms.

              We intend to charter our vessels to leading charterers, such as Sanko Steamship and EDF Trading with which we have the chartering arrangements described below. Sanko Steamship is a leading Japanese shipping company with a fleet of over 170 vessels. EDF Trading, a wholly-owned subsidiary of Electricité de France, engages in the physical acquisition, management, and global delivery of energy commodities.

              The table below summarizes information about our currently contracted vessels and their charter arrangements. The charter arrangements for our four Suezmax tanker newbuildings and the 2005-built Capesize drybulk carrier, or the Cape Maria (ex Cape Pioneer) , represent at least $390 million of aggregate contracted net charter revenue, exclusive of any profit sharing, over the duration of the charters, assuming the accuracy of our estimates for each vessel of an average of five off-hire days per year and 25 off-hire days for drydocking every five years and performance by our counterparties throughout the term of the charters. This amount excludes any charter revenues from the two secondhand Suezmax tankers we have agreed to acquire and intend to initially deploy in the spot market.

(1)

The date provided represents our estimate of the earliest month during which the charterer may re-deliver the vessel to us upon termination of the charter. The actual re-delivery dates may differ based on the delivery of the vessels to us and the charterer having the option in certain cases to deliver the vessel 30 days prior to or after the scheduled re-delivery dates.

(2)

Represents the gross charter rate and does not reflect commissions payable by us to chartering brokers and Empire Navigation aggregating 4.50%, including 1.25% to Empire Navigation, which is wholly owned by Stamatis Molaris, our Chief Executive Officer, 1.25% to Itochu Corporation and 2.0% to Quest Maritime Enterprises, which is controlled by affiliates of Stamatis Molaris, our Chief Executive Officer, and Hans J. Mende, one of our Sponsors and a member of our Board of Directors.

(3)

Charter provides for a profit-sharing arrangement pursuant to which we would be entitled to additional payments equal to 50% of the amount by which the monthly average of the TD5, or Tanker Dirty Route 5, which is an index of charter rates set by the Baltic Exchange for the route from Bonny Island, offshore Nigeria, to Philadelphia, Pennsylvania (a common trade route for the transport of West African crude oil to U.S. East Coast refiners by Suezmax tankers), exceeds $35,400 per day.

(4)

We have entered into a memorandum of agreement to acquire this vessel subject to the completion of this offering or our waiver of such condition.

(5)

Represents the name we intend to give this vessel upon delivery to us. We have agreed to acquire this vessel from an entity affiliated with Hans J. Mende, one of our Sponsors and a member of our Board of Directors, for $54.0 million.

(6)

The charterer of this vessel has an option to extend the term for an additional two years on the same terms.

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(7)

Represents the gross charter rate and does not reflect commissions payable by us to chartering brokers and Empire Navigation aggregating 2.5%, including 1.25% to Empire Navigation, which is wholly owned by Stamatis Molaris, our Chief Executive Officer, and 1.25% to Carrington AG, which is affiliated with Hans J. Mende, one of our Sponsors and a member of our Board of Directors.

(8)

Charter provides for a profit-sharing arrangement pursuant to which we would be entitled to additional payments equal to 35% of the amount by which the Baltic Exchange Capesize 4TC Index, which is the average of the four time charter routes in the Baltic Exchange's Capesize drybulk carrier index, (less 3.75%) exceeds $19,500 per day.

              We have received an appraisal of each of our four Suezmax tanker newbuildings and their associated charters prepared by Clarkson Valuations Limited, which is summarized in the section of this prospectus entitled "Business—Our Fleet and Charters—Suezmax Tanker Newbuilding Valuations," and reproduced in its entirety as an annex to this prospectus.

              Proposed Drybulk Carrier Charters.     We have also obtained indicative terms, which do not constitute binding contracts, from EDF Trading for two additional charters on the same terms, except that the minimum gross daily charter rate is $20,000 per day, as the charter for the Cape Maria (ex Cape Pioneer) . The principal condition to entry into such charters is our acquisition of drybulk carriers meeting the charterer's specifications, which are for Capesize drybulk carriers of at least 177,000 dwt that were built in 2005 or more recently. The table below outlines the indicative terms for the charters, which represent at least $110 million of aggregate contracted net charter revenue, exclusive of any profit sharing, over their minimum eight-year terms, assuming the accuracy of our estimates for each vessel of an average of five off-hire days per year and 25 off-hire days for drydocking every five years and performance by our counterparties throughout the term of the charters.

(1)

This table shows gross charter rates and does not reflect commissions payable by us to chartering brokers and Empire Navigation aggregating 2.5% per vessel, including 1.25% to Empire Navigation and 1.25% to Carrington AG.

(2)

Charter would provide for a profit-sharing arrangement pursuant to which we would be entitled to additional payments equal to 35% of the amount by which the Baltic Exchange Capesize 4TC Index, which is the average of the four time charter routes in the Baltic Exchange's Capesize drybulk carrier index, (less 3.75%) exceeds $20,000 per day.

Our Organizational Strengths

              We believe that the following attributes of our organization will enhance our ability to compete in the international shipping industry:

              Experience Across Sectors.     Our Sponsors and management have substantial experience with fleets operating in both the tanker and drybulk sectors, as well as with investing in the shipping and commodities industries. The strong reputations and relationships they have developed in these industries and with major financial institutions, we believe, will provide us with vessel acquisition and employment opportunities in the oil, petroleum products and drybulk sectors as well the ability to access financing to grow our Company. Stamatis Molaris, our Chief Executive Officer and Chairman of our Board of Directors, and Hans J. Mende, a member of our Board of Directors, collectively have over 50 years of experience in the international shipping and commodities industries, and have successful track records of exploiting investment opportunities in these sectors throughout various economic cycles.

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              Attractive Charter Mix.     We intend to deploy a fleet of vessels carrying oil, petroleum products and major drybulk cargoes in a manner that provides us with a base of stable cash flows, while affording us opportunities to profit from improving charter rates during stronger charter markets. Serving multiple industrial sectors and operating our fleet under short, medium and long-term charters will, we believe, enable us to better manage sector volatility, benefit from rising charter markets and operate successfully through industry cycles. Our medium and long-term charters generally will provide for fixed minimum rates and, when feasible, include profit sharing provisions, as do our Suezmax tanker charters and our contracted and proposed Capesize drybulk carrier charters, creating potential incremental revenue in the event of any increase in the charter markets above those rate levels. We believe that our ability to lock in substantial contracted revenues from our seven-year Suezmax tanker charters, the minimum eight-year Capesize drybulk carrier charter and the proposed minimum eight-year Capesize drybulk carrier charters will allow us to pursue shorter term charters for the additional tankers and drybulk carriers we intend to acquire, including the two 2008-built Suezmax tankers we have contracted to acquire subject to the consummation of this offering or waiver of such condition, while still maintaining a base of stable cash flows and limiting our overall exposure to charter market volatility.

              Financial Flexibility to Pursue Acquisitions.     After giving effect to this offering, the sale of common stock to our existing stockholders, the new credit facilities for which we have entered into commitment letters and the repayment of our existing credit facility, we expect to have a cash balance of $259.9 million (including restricted cash of $49.9 million) and over $275 million of undrawn borrowing capacity with which to complete the acquisition of the vessels we have agreed to acquire. We believe our substantial contracted revenues will also enhance our ability to obtain further financing. As a recently formed company we do not have a legacy fleet of highly leveraged vessels and we expect that we will have significant cash balances and committed financing availability, which we believe will well position us to grow our fleet by pursuing selective acquisitions of tankers and drybulk carriers.

              Strong Customer Relationships.     Our Sponsors and management have had successful chartering relationships with a number of leading tanker and drybulk charterers which we believe will benefit us in the future as we continue to grow our business. We believe that the strength of these relationships has facilitated our ability to enter into seven-year time charters for each of our four contracted Suezmax tankers with Sanko Steamship, one of Japan's largest shipping companies by tonnage, and EDF Trading, a subsidiary of Electricité de France, one of the world's largest utility companies, for a minimum eight-year time charter for our Capesize drybulk carrier. The opportunities our management and Sponsors perceive through their knowledge and relationships in the shipping and commodities industries will continue to direct, to a significant degree, the profile of our fleet. As we grow our fleet, we will seek to diversify the charterers of our vessels, while maintaining the credit quality of our charter portfolio.

              Young, High-Quality Mixed Fleet.     Our vessel acquisitions will target young, technically advanced vessels in both the tanker and drybulk sectors that have been built by shipyards with reputations for constructing high-quality vessels. In the near term, we intend to capitalize on the recent weakness in crude oil tanker, product tanker and drybulk carrier prices by acquiring young vessels on what we believe are attractive terms, in addition to the three young secondhand vessels we have already agreed to acquire. We believe that a young, high-quality fleet minimizes operating expenses and is more attractive to quality charterers of tankers and drybulk carriers, and that acquiring such vessels will position us to take advantage of our Sponsors' and management's strong relationships with major charterers of crude oil tankers, product tankers and drybulk carriers.

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Our Business Strategy

              Our strategy is to be a reliable, efficient and responsible provider of seaborne transportation services and to manage and expand our company in a manner that we believe will enable us to maximize returns to our stockholders. We intend to realize these objectives by pursuing the following strategies:

              Capitalize on Low Vessel Prices.     We intend to grow our fleet using our Sponsors' and our management's relationships and experience in the seaborne transportation industry, coupled with our financial resources and financing capability, to make selective acquisitions of young vessels in the tanker and drybulk sectors. Vessel prices in both of these sectors have been severely affected by the continuing scarcity of debt financing available to shipping industry participants resulting from the financial crisis and are currently at cyclically low levels. We believe that the most attractive opportunities to purchase modern tonnage currently exist in the tanker sector because of the depressed charter rates for tankers that have persisted since the Fall of 2008, as well as the significant number of tanker newbuildings scheduled for delivery in 2010. We will also target acquisitions of young drybulk carriers of primarily the Panamax and Capesize classes such as the Cape Maria (ex Cape Pioneer) , which we believe will position us to take advantage of our Sponsors' and management's strong relationships with commodities industry participants which charter these large vessels. Drybulk vessel prices have also been significantly affected since 2008 by reduced charter rates and a substantial newbuilding orderbook.

              Strategically Manage Our Sector Exposure.     We intend to operate a fleet of crude oil and product tankers and large drybulk carriers, as we believe that operating a fleet that carries crude oil, petroleum products and major drybulk cargoes, such as iron ore, coal and grain, provides us with balanced exposure to a range of commodities producers and consumers and more diverse opportunities to generate revenues than would a focus on any one shipping sector. As we grow our fleet, we expect to adjust our relative emphasis among the tanker and drybulk sectors over time according to our view of the relative opportunities in these sectors. We believe that having a mixed fleet of crude oil tankers, product tankers and drybulk carriers will give us the flexibility to adapt to changing market conditions, to capitalize on sector-specific opportunities and to manage our business successfully throughout varying economic cycles.

              Optimize Our Charter Mix.     We intend to deploy our vessels on a mix of short, medium and long-term time charters, including spot charters, to leading charterers, according to our assessment of market conditions. We believe that this chartering strategy will afford us opportunities to capture increased profits during strong charter markets while benefiting from the relatively stable cash flows and high utilization rates associated with longer term time charters. We generally will seek to include profit sharing arrangements in our medium and long-term time charters, as we have done with the charters with Sanko Steamship and EDF Trading, to provide us with potential incremental revenue above the contracted minimum charter rates in the event of a strong spot market. Initially limiting the duration of the charters for some of the additional tanker and drybulk vessels we expect to acquire, we believe, will give us the flexibility to take advantage of rising charter rates if the charter markets improve as the global economy strengthens.

              Leverage Our Sponsors' and Management's Experience and Relationships.     We intend to exploit the relationships that our management team has developed over decades with leading charterers, financing sources and shipping and commodities industry participants. Particularly when charter markets and vessel prices are depressed and vessel financing is more difficult to obtain, as is currently the case, we believe the relationships and experience of our Sponsors and management will enhance our ability to acquire young, technically advanced vessels at cyclically low prices and employ them under attractive charters with leading charterers.

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              Maintain Cost-Competitive, Highly Efficient Operations.     Under the Management Agreement, Empire Navigation will coordinate and oversee the commercial, technical and administrative management of our fleet. We believe that Empire Navigation will be able to do so at a cost that would be lower than what could be achieved by performing these functions in-house and that Empire Navigation's rates are competitive with those that would be available to us through independent vessel management companies. We believe this external management arrangement will enhance the scalability of our business by allowing us to grow our fleet without incurring significant additional overhead costs.

              We urge you to consider carefully the factors set forth in the section of this prospectus entitled "Risk Factors" beginning on page 16.

Management of Our Fleet

              Our management team provides strategic management for our company and also supervises the management of our day-to-day operations by our Manager. Pursuant to the Management Agreement that we intend to enter into prior to the completion of this offering with our Manager, our Manager will provide us and our subsidiaries with technical, administrative, commercial and certain other services for an initial term expiring on June 30, 2017, with automatic renewals for up to three additional seven and one-half-year terms, unless we or our Manager provide notice of non-renewal six months prior to the end of the then-current term. In addition to customary termination rights as described in "Our Manager and Management Related Agreements", we have the right, upon the approval of two-thirds of our board of directors, to terminate the Management Agreement at any time after June 30, 2017 upon six months' notice, in which case our Manager would be entitled to receive a lump sum termination payment generally calculated as three times the average annual management fees payable to our Manager for the last three completed years of the term of the Management Agreement. Our Manager will report to us and our Board of Directors through our executive officers. Under our Management Agreement, in return for providing technical and commercial services, our Manager will receive a fee of $750 per vessel per day commencing upon delivery of a vessel to us. This fee will be $350 per day for vessels that are deployed on bareboat charters. Our Manager will also receive a fee of 1.25% on all gross freight, charter hire, ballast bonus and demurrage with respect to each vessel in our fleet. Further, our Manager will receive a commission of 1.0% based on the contract price of any vessel bought or sold by it on our behalf, including upon delivery to us of each of the three secondhand vessels we have agreed to acquire. For providing administrative services, our Manager will receive a fee of $20,000 per month. We will pay our Manager a fee of $7,500 per vessel per month for the on-premises supervision of each of the newbuildings we agree to acquire in the future, pursuant to shipbuilding contracts, memoranda of agreement, or otherwise, including our currently contracted vessels. The management fees will be fixed through December 2011, subject to quarterly adjustment based on the deviation from a Euro/dollar exchange rate of €1.00:1.45, as published by Fortis Bank Nederland N.V. two days prior to the end of the previous calendar quarter. After December 31, 2011, these fees will be adjusted every year by agreement between us and our Manager. Upon entry into the Management Agreement we intend to terminate our existing vessel management agreements with Empire Navigation, under which we are obligated to pay a fee of $7,500 per vessel per month for the on-site supervision of each of our contracted newbuildings. During the term of our Management Agreement, our Manager will not provide any management services to any other entity without the prior approval of the independent members of our Board of Directors, other than with respect to the four tankers it currently manages for a third-party and one drybulk carrier newbuilding owned by an entity affiliated with Hans J. Mende, one of our Sponsors and a member of our Board of Directors. Our Manager is wholly owned by our Chief Executive Officer.

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Industry Review & Trends

Seaborne Transportation Industry

              We define the seaborne transportation industry as encompassing vessels that carry a wide range of energy resources, commodities, semi-finished and finished consumer and industrial products on tankers, drybulk carriers and containerships, as applicable. According to Drewry Shipping Consultants Ltd., or Drewry, the seaborne transportation industry, as a whole, which represents approximately two-thirds of global trade in terms of volume, has grown from 5.9 billion tons of cargo transported by sea on-board vessels in 2000 to 7.9 billion tons in 2009, representing a total increase of 33.9%, a compounded annual growth rate, or CAGR, of 3.3% over the nine-year period. For tons of cargo shipped on an annual basis from 2000 to 2009, see "The International Oil Tanker and Drybulk Shipping Industries." The trend toward the integration of world economies requiring increased imports and exports, outsourcing production to overseas locations away from consuming centers and the need to source scarce commodities from remote locations has supported the growth of demand for the seaborne transportation industry.

              The seaborne transportation industry is the best and, in many cases, the only means available to transport large quantities of commodities and manufactured products efficiently, at a low cost and in a timely manner compared with land or air based transportation. In general, the supply of and demand for seaborne transportation capacity are the primary drivers of charter rates and values for all vessels. Larger vessels exhibit higher charter rate and vessel value volatility compared with smaller vessels, due to the larger volume of cargo shipped on board, their reliance on a few key commodities, and long-haul routes among a small number of ports. Vessel values primarily reflect prevailing and expected future charter rates, and are also influenced by factors such as the age of the vessel, the shipyard of its construction and its specifications. During extended periods of high charter rates, vessel values tend to appreciate, while during periods where rates have declined, such as the period we are in currently, vessel values tend to depreciate. Historically, the relationship between incremental supply and demand has varied among different sectors, meaning that at any one time different sectors of the seaborne transportation industry may be at differing stages of their respective supply and demand cycle, as the drivers of demand in each sector are different and are not always subject to the same factors.

              Fluctuations in charter rates have resulted from changes in the supply and demand for vessel capacity and changes in the supply and demand for energy resources and commodities internationally carried at sea. There are numerous factors that influence the supply and demand for vessel capacity in the tanker and drybulk sectors, including, but not limited to, the locations of production and consumption of the respective energy resources and commodities transported by each sector, changes in relative trading patterns, differing environmental and other regulatory developments, port or canal congestions and the availability and supply of new vessels. Each market sector (e.g. oil) has its own set of characteristics that will influence charter rates and vessel values and the normal cycles within a sector do not necessarily always move in line. Indeed, the historical data suggests that there is a relatively low correlation in charter rates between the oil and drybulk sectors. As a recent example, charter rates for tankers and drybulk carriers reached historically high levels at different times during 2007 and 2008. During periods of global economic recessions and in particular among developing counties, however, all sectors may experience weak charter rates simultaneously. While rates in both sectors declined significantly in the early part of 2009, the timing of the decline was different between the two sectors. In addition in 2009 the drybulk market staged a recovery in the second half of 2009 due to the strength in Chinese demand for imported drybulk raw materials.

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The graph below compares one year time charter rates in the tanker and drybulk carrier sectors in the period from 1996 to 2010 and illustrates the points made above.

One Year Time Charter Rates
(Time Charter Rates shown in USD per day)

Source: Drewry

              The correlation coefficients of the one year time charter rates of the drybulk and tanker sectors are illustrated in the table below. The correlation coefficients measure the degree of linear dependence between the two sets of variables considered and can range in value from -1.0 to 1.0. The closer the correlation coefficient is to either -1.0 or 1.0, the stronger the correlation between the variables. For the period between 1997 and 2009 the correlation coefficient between Panamax drybulk carrier rates and Aframax tanker rates was 0.64. During the seven-year period between 2003 and 2009, it was 0.39, indicating that the correlation between Panamax drybulk carrier rates and Aframax tanker rates had declined recently. One of the reasons for this is that during the recent financial downturn, both sectors have been subject to different external market forces. In the tanker market, arbitrage opportunities tended to keep rates firmer during this period while renewed Chinese demand for drybulk commodities helped push up drybulk carrier rates at a time when tanker rates were declining.

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Tanker Sector

              Demand for oil tankers is primarily determined by the volume of crude oil and refined petroleum products transported and the distances over which they are transported. Demand for crude oil and refined petroleum products is in turn affected by a number of factors including general economic conditions (including increases and decreases in industrial production), oil prices, environmental concerns, weather conditions, and competition from alternative energy sources. Despite some softening in 2008 and 2009, demand for oil has generally experienced sustained growth over the past two decades.

              In recent years, Asia, in particular China, has been the main generator of additional demand for oil, with this demand largely supplied from traditional sources such as the Middle East. Production and exports from the Middle East have historically had a significant impact on the demand for tanker capacity, and, consequently, on tanker charter hire rates, due to the relatively long distances between this supply source and typical destination ports.

              According to Drewry, as of January 31, 2010, the world fleet of oil tankers consisted of 3,214 vessels, totaling 374.0 million dwt in capacity, and the tanker orderbook amounted to 762, ships totaling 115.4 million dwt, equivalent to 30.9% of the existing fleet. The average age of the world oil tanker fleet in service at this date was approximately 11 years. As the tanker fleet ages, a number of vessels are scrapped as they become uneconomical to operate or forbidden to trade because of environmental laws which effectively limit the trading life of older vessels and of single hull tankers in particular. In recent years, most oil tankers that have been scrapped were between 25 and 30 years of age. It is expected that the global fleet will increase during 2010 because of the present orderbook; however, we believe that the recent financial turmoil and more restrictive lending practices may delay deliveries of newbuildings or result in the cancellation of newbuilding orders, based on reports of cancellations of tanker newbuildings from certain yards. After reaching a peak in the middle of 2008, tanker rates and asset values have declined significantly. As an example, the time charter equivalent rate for modern Suezmax tankers for the route from Bonny Island, offshore Nigeria, to Philadelphia, Pennsylvania, which is the route the profit sharing arrangement for our four contracted Suezmax tankers is based on, declined from over $100,000 per day in May 2008 to an average of approximately $31,000 per day during January 2010.

Drybulk Sector

              Drybulk cargo is cargo that is shipped in large quantities and can be easily stowed in a single hold with little risk of cargo damage. Drybulk cargo is generally categorized as either major drybulk or minor drybulk. Major drybulk cargo constitutes the vast majority of drybulk cargo by weight, and includes, among other things, iron ore, coal and grain. Minor drybulk cargo includes products such as agricultural products (other than grain), mineral cargoes, cement, forest products and steel products and represents the balance of the drybulk industry. Drybulk trade is influenced by the underlying demand for the drybulk commodities which, in turn, is influenced by the level of worldwide economic activity. Generally, growth in gross domestic product, or GDP, and industrial production correlate with peaks in demand for marine drybulk transportation services.

              In the 1990s, the average CAGR in seaborne drybulk trade was 2.4%, but in the period 2000 to 2009, the average annual rate jumped to 3.7%. Between 2000 and 2009, ton-mile demand in the drybulk sector increased from 11.1 billion ton-miles in 2000 to 15.3 billion ton-miles in 2009, representing a total increase of 37.8%, and a CAGR of 3.6% over the nine-year period. For tons of drybulk cargo shipped and ton-mile demand on an annual basis from 2000 to 2009, see "The International Oil Tanker and Drybulk Shipping Industries—Drybulk Shipping."

              As of January 31, 2010, the world fleet of drybulk vessels consisted of 7,129 vessels, totaling 458.0 million dwt in capacity. The average age of drybulk vessels in service at this date was

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approximately 16 years. From the beginning of 2009 until January 31, 2010, the size of the worldwide drybulk fleet has increased from 418.8 million dwt to 458.0 million dwt (an approximate nine percent increase) reflecting net deliveries of new vessels. Given the significant limitations on financing, a meaningful portion of the orderbook is expected to not be delivered on schedule while some of the orderbook is likely to be cancelled. Nonetheless, the orderbook remains large and significant additions to the global drybulk fleet are expected to occur in 2010 and 2011, with the global drybulk orderbook (excluding options) amounting to 285.7 million dwt, or 62.4% of the existing drybulk fleet as of January 31, 2010. The limited available financing combined with the expected delivery of a significant number of vessels and lower charter rates (relative to peak periods in 2008) have resulted in lower prices for new and secondhand drybulk vessels. Although the Baltic Drybulk Index, or BDI, was volatile in 2009 and remains well below the historic highs reached in the middle of 2008, it currently is significantly above its level at the beginning of 2009, reflecting an increase in demand for the transportation of drybulk commodities as the global economy stabilized over the course of 2009. As of January 2, 2009, the BDI was at 773 and, as of March 10, 2010, it was at 3,230, after dipping to troughs of 772 on January 5, 2009 and 2,163 on September 24, 2009. The BDI reached a high for 2009 of 4,661 on November 19, 2009. In 2009, the drybulk market was supported by strong demand for commodities being transported to China, in particular iron ore and coal.

              We can provide no assurance that the industry dynamics described above will continue or that we will be able to expand our business. For further discussion of the risks that we face, see "Risk Factors" beginning on page 16 of this prospectus. Please read "The International Oil Tanker and Drybulk Shipping Industries" for more information on the tanker and drybulk shipping industries.

Our Dividend Policy

              We currently intend to pay quarterly dividends in amounts that are approximately equal to 25% of our available cash from the previous quarter after expenses and reserves for drydockings, surveys, capital expenditures, debt repayments and other purposes as our board of directors may from time to time determine are required. The amount of cash available for dividends will depend principally upon the amount of cash we generate from our operations.

              The declaration and payment of dividends, if any, will be subject to the discretion of our Board of Directors and the requirements of Marshall Islands law. The timing and amount of any dividends declared will depend on, among other things, our earnings, financial condition and cash requirements and availability, our ability to obtain financing on acceptable terms to execute our growth strategy, provisions of Marshall Islands law governing the payment of dividends, restrictive covenants in our future loan agreements and global financial conditions. Our new credit facilities, for which we have entered into commitment letters, will contain provisions limiting the amount we are permitted to pay as dividends to 50% of our net income for any fiscal year and prohibiting the payment of dividends if an event of default has occurred or, after giving effect to the payment of the dividend, we would be in breach of any covenant under the applicable credit facility. There can be no assurance that dividends will be paid. Our ability to pay dividends may be limited by the amount of cash we can generate from operations following the payment of fees and expenses and the establishment of any reserves as well as additional factors unrelated to our profitability. We are a holding company, and we will depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments.

              We have no operating history upon which to rely as to whether we will have sufficient cash available to pay dividends on our common stock. In addition, the international shipping industry, including the tanker and drybulk carrier charter markets, is highly volatile and cyclical, and we cannot accurately predict the amount of cash distributions, if any, that we may make in any period. Factors beyond our control may affect the charter market for our vessels, our charterers' ability and willingness to satisfy their contractual obligations to us, and our voyage and operating expenses. Until we take

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delivery of vessels and deploy them on charters, we will not generate cash from operations for dividends. Accordingly, it may take substantial time following the closing of this offering before it would be possible for us to pay any dividends.

Sale of Common Stock to Sponsors

              Our existing stockholders have agreed to purchase an additional 3,100,000 shares of our common stock from us for an aggregate purchase price of $62.0 million, or $20.00 per share.

Corporate Information

              Alma Maritime Limited is a holding company incorporated under the laws of the Republic of the Marshall Islands on May 23, 2008. Our wholly-owned subsidiaries Suez Topaz Limited, Suez Diamond Limited, Suez Jade Limited and Suez Pearl Limited, have entered into the newbuilding contracts for the Suez Topaz , the Suez Diamond , the Suez Jade and the Suez Pearl , respectively, while we directly have entered into Memoranda of Agreement for the acquisition of the Tango and the Waltz , subject to the consummation of this offering or our waiver of such condition, and have agreed to acquire the Cape Maria (ex Cape Pioneer) from an entity affiliated with Hans J. Mende, one of our Sponsors and a member of our Board of Directors.

              We currently maintain our principal executive offices at Pandoras 13, Glyfada 16674 Athens, Greece. Our telephone number at that address is +30 210 894 4640. After the completion of this offering, we will maintain a website at www.almamaritime.com. The information contained in or connected to our website is not a part of this prospectus.

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The Offering

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              Each share of our common stock includes one right that, under certain circumstances, will entitle the holder to purchase from us a unit consisting of one-thousandth of a share of preferred stock at a purchase price per unit of three and one-half (3.5) times the per share public offering price in this offering, subject to specified adjustments.

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RISK FACTORS

               You should consider carefully the following factors, as well as the other information set forth in this prospectus, before making an investment in our common stock. Some of the following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to the securities market and ownership of our common stock. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition or operating results, which may adversely affect our ability to pay dividends and lower the trading price of our common stock. You may lose all or part of your investment.

Company Related Risk Factors

The tanker and drybulk sectors of the international seaborne transportation industry in which we intend to operate are cyclical and volatile, and this may lead to reductions in our charter rates, vessel values and results of operations.

              The tanker and drybulk sectors of the international seaborne transportation industry in which we intend to operate are both cyclical and volatile in terms of charter rates and profitability. The degree of charter rate volatility for vessels has varied widely. According to Drewry, charter rates for tankers and drybulk carriers reached historically high levels at different times during 2007 and 2008 but have since declined significantly from these levels. Although charter rates for drybulk carriers have significantly increased since the beginning of 2009, they remain well below the historically high levels reached during 2007 and early 2008; charter rates for tankers have seen little recovery and remain well below their historically high levels reached during 2007 and 2008. Fluctuations in charter rates result from changes in the supply and demand for vessel capacity and changes in the supply and demand for energy resources and commodities internationally carried at sea. The factors affecting the supply and demand for vessels are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

              Factors that influence demand for tanker and drybulk carrier capacity include:

•

supply and demand for energy resources and commodities;



•

changes in the production of energy resources and commodities;



•

the location of regional and global production and manufacturing facilities;



•

the location of consuming regions for energy resources and commodities;



•

global and regional economic and political conditions;



•

developments in international trade;



•

changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;



•

environmental and other regulatory developments;



•

currency exchange rates; and



•

weather.

              Factors that influence the supply of tanker and drybulk carrier capacity include:

•

the number of newbuilding deliveries;



•

the availability of financing for the construction of newbuilding vessels;



•

the scrapping rate of older vessels;



•

the price of steel;

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•

changes in environmental and other regulations that may limit the useful lives of vessels;



•

the number of vessels that are out of service; and



•

port or canal congestion.

              We anticipate that the future demand for our vessels and charter rates will be dependent upon, among other things, the level of economic growth in China, India and the rest of the world, seasonal and regional changes in demand and changes to the capacity of the world tanker and drybulk carrier fleets. We believe the capacity of the world tanker and drybulk carrier fleets is likely to increase and there can be no assurance that the rate of economic growth will be sufficient to utilize this new capacity. Adverse economic, political, social or other developments could negatively impact charter rates and therefore have a material adverse effect on our business, results of operations and ability to pay dividends.

Charter rates in both the drybulk and tanker sectors of the seaborne transportation industry in which we operate have significantly declined from historically high levels in 2008 and may remain depressed or decline further in the future, which may adversely affect our earnings and ability to pay dividends.

              Charter rates in both the drybulk and tanker sectors have significantly declined from historically high levels in 2008 and may remain depressed or decline further. For example, the Baltic Dirty Tanker Index declined from a high of 2,347 in July 2008 to 655 in mid-November 2009, which represents a decline of approximately 72%. The Baltic Clean Tanker Index has fallen from 1,509 in the early summer of 2008 to 457 in mid-November 2009, or approximately 70%. In addition, the Baltic Drybulk Index, or BDI, declined from a high of 11,793 in May 2008 to a low of 663 in December 2008, which represents a decline of 94% within a single calendar year. The BDI fell over 70% during October 2008 alone. During 2009, the BDI has remained volatile, reaching peaks of 4,291 on June 3, 2009 and 4,661 on November 19, 2009, and dipping to troughs of 772 on January 5, 2009 and 2,163 on September 24, 2009. If the drybulk and tanker sectors of the seaborne transportation industry, which have been highly cyclical, are depressed in the future when our charters expire or at a time when we may want to sell a vessel, our earnings and available cash flow may be adversely affected. We cannot assure you that we will be able to successfully charter our vessels in the future or renew our existing charters at rates sufficient to allow us to operate our business profitably, to meet our obligations, including payment of debt service to our lenders, or to pay dividends to our stockholders. Our ability to renew the charters on our vessels on the expiration or termination of our current charters, or on vessels that we may acquire in the future, the charter rates payable under any replacement charters and vessel values will depend upon, among other things, economic conditions in the sectors in which our vessels operate at that time, changes in the supply and demand for vessel capacity and changes in the supply and demand for the seaborne transportation of energy resources and commodities.

The employment of our tankers will be driven by the availability of and demand for crude oil and petroleum products, on which the tanker industry is highly dependent.

              The employment of our tankers will be driven by the availability of and demand for crude oil and petroleum products, the availability of modern tanker capacity and the scrapping, conversion or loss of older vessels. Historically, the world oil and petroleum markets have been volatile and cyclical as a result of the many conditions and events that affect the supply, price, production and transport of oil, including:

•

increases and decreases in the demand for crude oil and petroleum products;



•

availability of crude oil and petroleum products;

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•

demand for crude oil and petroleum product substitutes, such as natural gas, coal, hydroelectric power and other alternate sources of energy that may, among other things, be affected by environmental regulation;



•

actions taken by OPEC and major oil producers and refiners;



•

global and regional political and economic conditions;



•

developments in international trade;



•

international trade sanctions;



•

environmental factors;



•

weather; and



•

changes in seaborne and other transportation patterns.

              The turbulence the world economies are encountering has resulted in a fall in demand for crude oil and oil products which in turn has resulted in a decrease in freight rates and values. In addition, 2009 experienced the second consecutive year of declines in worldwide demand for oil and petroleum products. If the production of and demand for crude oil and petroleum products continues to decline in the future, a corresponding decrease in shipments of these products could have an adverse impact on the employment of our vessels and the charter rates that they command. In particular, the charter rates that we earn from any spot charters, contracts of affreightment and time-charters with profit sharing on which we are then employing vessels in our fleet may be adversely affected. In addition, overbuilding of tankers has, in the past, led to a decline in charter rates. If the supply of tanker capacity increases and the demand for tanker capacity does not, the charter rates paid for our vessels could materially decline. The resulting decline in revenues could have a material adverse effect on our revenues and profitability.

An over-supply of tanker or drybulk carrier capacity may lead to reductions in charter hire rates and profitability.

              The market supply of tankers and drybulk carriers has been increasing, and the number of tankers and drybulk carriers on order are near historic highs. As of January 31, 2010, the global tanker orderbook amounted to 115.4 million dwt, equivalent to 30.9% of existing tanker fleet capacity, and the global drybulk orderbook (excluding options) amounted to 285 million dwt, or 62.4% of existing drybulk fleet capacity. An over-supply of tanker or drybulk carrier capacity may result in a reduction of charter hire rates. If a reduction occurs, upon the expiration or termination of our vessels' current charters, we may only be able to recharter our vessels at reduced or unprofitable rates or we may not be able to charter these vessels at all.

We are a recently formed development stage company with a limited history of operations and the uncertainties relating to our ability to procure additional bank, equity or other financing prior to the maturity of our existing credit facility raises substantial doubt about our ability to continue as a going concern.

              We are a recently formed development stage company and have a limited performance record, operating history and historical financial statements upon which you can evaluate our operations or our ability to implement and achieve our business strategy. We cannot assure you that we will be successful in implementing our business strategy.

              In addition, the $111.6 million outstanding under our existing credit facility is due no later than December 31, 2010. Due to the uncertainties relating to our ability to procure additional bank, equity or other financing prior to the maturity of our existing credit facility, our independent registered public accounting firm has issued its opinion with an explanatory paragraph in connection with our financial statements included elsewhere in this prospectus that expresses substantial doubt about our ability to

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continue as a going concern. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of our inability to continue as a going concern. However, there is a material uncertainty related to events or conditions which raises significant doubt on our ability to continue as a going concern and, therefore, we may be unable to realize our assets and discharge our liabilities in the normal course of business. Although management believes that the actions presently being taken to raise funds, including this offering and the new credit facilities for which we have entered into commitment letters, will be sufficient to provide us with the ability to continue our operations, there can be no assurance that we will obtain the required financing. Our auditors have advised us that, upon the consummation of this offering, they will be able to issue a new opinion that does not express substantial doubt about our ability to continue as a going concern.

We will not generate any revenues until we take delivery of the vessels we have agreed to acquire or identify and acquire other vessels.

              We have agreed to acquire three secondhand vessels, with expected deliveries to us in the first half of 2010, and four newbuildings, with scheduled deliveries to us in 2011, however, we do not currently have any operating vessels. Until we take delivery of at least one of the vessels we have agreed to acquire we will not generate any revenues, however, we will continue to incur expenses related to the supervision of these newbuildings, costs related to our efforts to identify other vessels for acquisition, interest expense for our outstanding debt and general administrative expenses, including those related to being a public company after this offering. As a result, we will incur losses and may not be able to pay dividends during the period prior to our beginning to operate vessels.

Delays in deliveries of the secondhand vessels or newbuildings that we have agreed to acquire or our inability to otherwise complete the acquisition of such vessels could harm our operating results.

              We do not currently have any operating vessels. The 2005-built Capesize drybulk carrier that we have agreed to acquire and the two 2008-built Suezmax tankers that we have agreed to acquire, subject to the consummation of this offering or our waiver of such condition, are each expected to be delivered to us in May 2010. Our four Suezmax tanker newbuildings are expected to be delivered to us in May 2011, May 2011, July 2011 and September 2011, respectively. Delays in the delivery of these vessels, or any other newbuildings we may order or any secondhand vessels we may agree to acquire, would delay our receipt of revenues under arranged time charters, and could possibly result in the cancellation of those time charters, and therefore adversely affect our anticipated results of operations. Similarly, an inability to complete the acquisition of such vessels would eliminate our expected receipt of revenues from the employment of the vessels and therefore adversely affect our anticipated results of operations.

              The delivery of the newbuildings could also be delayed because of, among other things:

•

work stoppages or other labor disturbances or other events that disrupt the operations of the shipyard building the vessels;



•

quality or engineering problems;



•

changes in governmental regulations or maritime self-regulatory organization standards;



•

lack of raw materials;



•

bankruptcy or other financial crisis of the shipyard building the vessel;



•

our inability to obtain requisite financing or make timely payments;



•

a backlog of orders at the shipyard building the vessel;

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•

hostilities or political or economic disturbances in the countries where the vessels are being built;



•

weather interference or catastrophic event, such as a major earthquake or fire;



•

our requests for changes to the original vessel specifications;



•

requests from the charterers, with which we have arranged charters for such vessels, to delay construction and delivery of such vessels due to weak economic conditions or changes in oil, oil product or drybulk cargo shipping demand;



•

shortages of or delays in the receipt of necessary construction materials, such as steel;



•

our inability to obtain requisite permits or approvals; or



•

a dispute with the shipyard building the vessel.

              In particular, the shipbuilders with which we have contracted for our newbuildings may be affected by the ongoing instability of the financial markets and other market conditions, including with respect to the fluctuating price of commodities and currency exchange rates. In addition, the refund guarantors under our newbuilding contracts, which are banks, financial institutions and other credit agencies, may also be affected by financial market conditions in the same manner as our lenders and, as a result, may be unable or unwilling to meet their obligations under their refund guarantees. If our shipbuilders or refund guarantors are unable or unwilling to meet their obligations to us, this will impact our acquisition of vessels and may materially and adversely affect our operations and our obligations under our credit facilities.

              The delivery of the three secondhand vessels we have agreed to acquire, and any additional vessels we may agree to acquire, could be delayed because of, among other things, hostilities or political disturbances, non-performance of the purchase agreement with respect to the vessels by the seller, our inability to obtain requisite permits, approvals or financing or damage to or destruction of the vessels while being operated by the seller prior to the delivery date. In particular, the agreements we have entered into for the acquisition of two 2008-built Suezmax tankers are subject to the consummation of this offering or our waiver of such condition.

If we do not adequately manage the construction of our newbuilding vessels, the vessels may not be delivered on time or in compliance with their specifications.

              We have contracts to purchase four Suezmax tanker newbuildings. We are obliged to supervise the construction of these vessels. If we are denied supervisory access to the construction of these vessels by the shipyard or otherwise fail to adequately manage the shipbuilding process, the delivery of the vessels may be delayed or the vessels may not comply with their specifications, which could compromise their performance. Both delays in delivery and failure to meet specifications could result in lower revenues from the operations of the vessels, which could reduce our earnings.

We may be unable to fulfill our obligations under our agreements to acquire three secondhand vessels and complete the construction of four newbuilding vessels.

              We currently have construction contracts for four Suezmax tanker newbuildings, for an aggregate purchase price of $369.8 million. As of December 31, 2009, we had remaining installment payments under the newbuilding construction contracts of $238.8 million, after applying agreed credits of $57.2 million from installment payments made under construction contracts we agreed to cancel, and we were obligated to pay an additional $2.5 million in the aggregate for the remaining balance of the cancellation fee related to such cancelled construction contracts. In addition, we have entered into agreements to acquire, subject to the completion of this offering or our waiver of such condition, two 2008-built Suezmax tankers for an aggregate purchase of $136.6 million and have agreed to acquire a 2005-built Capesize drybulk carrier for $54.0 million. We have no available borrowing capacity under

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our existing credit facility. We intend to fund the balance of the purchase price for the seven vessels we have agreed to acquire with borrowings under new credit facilities, for which we have entered into commitment letters, and with proceeds from the sale of shares of our common stock to our existing stockholders for $62.0 million, which we expect to consummate concurrently with this offering. However, our ability to obtain financing in the current economic environment, particularly for the acquisition of tankers or drybulk carriers, which are experiencing low charter rates and depressed vessel values, may be limited. Unless we are successful in obtaining debt financing, we may not be able to complete these transactions. In such a case, we would lose the advances already paid under our four Suezmax tanker newbuilding contracts, which amounted to approximately $131.0 million as of December 31, 2009, after applying agreed credits of $57.2 million from installment payments made under construction contracts we have agreed to cancel, and we may incur additional liability, including for breaches under our newbuilding construction contracts, and costs.

We may not be able to execute our growth strategy if we are unable to obtain sufficient debt or other financing for vessel acquisitions.

              We plan to grow our fleet through vessel acquisitions funded in part with borrowings under credit facilities we will seek to enter into, as well as other financings. Our ability to obtain financing in the current economic environment, particularly for the acquisition of tankers or drybulk carriers, which are experiencing low charter rates and depressed vessel values, may be limited, and unless we are successful in obtaining debt financing, we may be unable to take advantage of strategic opportunities to expand our fleet. As a result, our future earnings, cash flows and growth may be adversely affected.

If we cannot identify and acquire additional vessels beyond our currently contracted vessels, we may use the proceeds of this offering for general corporate purposes with which you may not agree.

              If we cannot identify and acquire additional vessels beyond our currently contracted vessels, our management will have the discretion to apply the proceeds of this offering that we would have used to purchase such vessels for general corporate purposes with which you may not agree. We will not escrow the proceeds from this offering and will not return the proceeds to you if we do not take delivery of one or more vessels. It may take a substantial period of time before we can locate and purchase other suitable vessels. We cannot assure you that we will be able to charter these vessels at rates that yield returns comparable to those our contracted vessels may earn. During this period, the portion of the proceeds of this offering originally planned for the acquisition of vessels may be invested in other instruments and therefore may not yield returns at rates comparable to those vessels might have earned, which would have a material adverse effect on our business, results of operations and ability to pay dividends.

We intend to operate vessels in both the tanker and drybulk carrier sectors of the shipping industry, and owning and operating a diversified fleet of vessels will expose us to a greater number of risks.

              We have agreed to acquire six Suezmax tankers and one drybulk carrier. We intend to continue to grow our fleet and expand our operations in each of the tanker and drybulk carrier sectors, and are currently evaluating acquisition opportunities in both of these sectors. Operating a diversified fleet of vessels as opposed to a fleet concentrated in one sector of the seaborne transportation industry requires expertise in multiple sectors and the ability to avoid a greater variety of vessel management risks in order to maintain effective operations. We cannot assure you that we or our Manager will have the requisite expertise to address the greater variety of vessel management risks to which we expect to be exposed as we expand into other sectors.

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Although each of our four Suezmax tanker newbuildings and the 2005-built drybulk carrier we have agreed to acquire have arranged charter employment, we are dependent on the ability and willingness of the charterers to honor their commitments under such charters as it would be difficult to redeploy such vessels at equivalent rates, or at all, if charter markets continue to experience weakness.

              We are dependent on the ability and willingness of the charterers to honor their commitments under the multi-year time charters we have arranged for each of our four contracted newbuilding vessels, the drybulk carrier we have agreed to acquire and any time charters we arrange for other vessels we identify and acquire, such as in the drybulk sector where we are actively evaluating acquisition opportunities and have obtained non-binding indicative terms for minimum eight-year time charters for two additional Capesize drybulk carriers. The combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under credit facilities and the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers to make charter payments to us. Furthermore, the surplus of tankers and drybulk carriers available at lower charter rates and lack of demand for our customers' services could negatively affect our charterers' willingness to perform their obligations under the time charters for our newbuildings, which provide for charter rates significantly above current market rates. The combination of the current surplus of tanker and drybulk carrier capacity, and the expected significant increase in the size of the global fleet over the next few years, as the high volume of vessels currently being constructed are delivered, would make it difficult to secure substitute employment for any of our newbuildings if our counterparties failed to perform their obligations under the currently arranged time charters, and any new charter arrangements we were able to secure could be at lower rates if rates at such time have not improved from the currently depressed charter rates. As a result of the foregoing, we could sustain significant losses which would have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends, if any, in the future, and comply with the covenants in our existing and future credit facilities. If the charterers do not honor their commitments under these charters, we may have rights for certain claims, subject to the terms and conditions of each charter. However, pursuing these claims may be time consuming, uncertain and ultimately insufficient to compensate us for any failure of the charterers to honor their commitments.

We will depend upon a limited number of significant customers for a large part of our revenues and the loss of any of these customers could adversely affect our financial performance.

              We expect to derive a significant part of our revenue from a small number of customers. While we intend to initially deploy the two 2008-built Suezmax tankers we have agreed to acquire, subject to the consummation of this offering or our waiver of such condition, in the spot market, each of our four contracted Suezmax tanker newbuildings will be employed under period charters to one customer, Sanko Steamship, which is a privately held company, and there may be limited publicly available information about it and its financial strength. In addition, the Capesize drybulk carrier we have agreed to acquire will be employed under a minimum eight-year time charter with EDF Trading, a subsidiary of Electricité de France, and we have also obtained indicative terms for eight-year time charters with EDF Trading for two additional Capesize drybulk carriers, which we would have to identify and acquire. If these customers or any other customer with which we arrange a charter for vessels we acquire in the future is unable to perform under one or more charters with us and we are not able to find a replacement charterer, or if a customer exercises certain rights to terminate the charter, we could suffer a loss of revenues that could materially adversely affect our business, financial condition, results of operations and cash available for distribution as dividends to our stockholders.

              We could lose a customer or the benefits of a time charter if, among other things:

•

the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise;

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•

the customer terminates the charter because we fail to deliver the vessel within a fixed period of time, the vessel is lost or damaged beyond repair, there are serious deficiencies in the vessel or prolonged periods of off-hire or we default under the charter;



•

the customer terminates the charter because the vessel has been subject to seizure for more than a specified number of days; or



•

in certain cases, a prolonged force majeure event affecting the customer, war or political unrest prevents us from performing services for that customer.

              If we lose a key customer, we may be unable to obtain charters on comparable terms or may become subject to the volatile spot market, which is highly competitive and subject to significant price fluctuations. The loss of any of our customers, time charters or vessels, or a decline in payments under our charters, could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends.

The indicative terms we have obtained for minimum eight-year time charters of two Capesize drybulk carriers do not yet constitute binding contracts and we may be unable to identify or finance the acquisition of vessels that satisfy the charterer's specifications .

              Although we have obtained indicative terms from EDF Trading for minimum eight-year time charters for two additional Capesize drybulk carriers, these arrangements are not yet binding contracts and are subject to various conditions including our acquiring Capesize vessels that satisfy the charterer's specifications. We have not yet identified suitable Capesize drybulk carriers to employ under these arrangements and we may be unable to arrange sufficient financing to acquire any such vessels that we ultimately identify. Even if we are able to identify, finance and acquire Capesize drybulk carriers with vessel specifications that meet the conditions to such charters, there can be no assurance that the other conditions to such charters will be satisfied or that EDF Trading will approve such vessels and enter into binding charter agreements on the same terms as the indicative terms we have obtained except that the minimum gross daily charter rate is $20,000 per day.

Our earnings may be adversely affected if we do not successfully employ our vessels.

              We intend to employ our vessels on fixed rate period charters. In the past, charter rates for vessels have declined below operating costs of vessels. If our vessels become available for employment in the spot market or under new period charters during periods when charter rates have fallen, we may have to employ our vessels at depressed charter rates which would lead to reduced or volatile earnings. We cannot assure you that future charter rates will be at a level that will enable us to operate our vessels profitably or to pay dividends or repay our debt.

We will not be able to take advantage of favorable opportunities in the spot market with respect to vessels employed on medium to long-term time charters.

              Although we intend to deploy each of the two 2008-built Suezmax tankers we have agreed to acquire, subject to the consummation of this offering or our waiver of such condition, in the spot market, each of our four contracted Suezmax tanker newbuildings will be employed under seven-year time charters and the Capesize drybulk carrier we have agreed to acquire will be employed under a minimum eight-year time charter with EDF Trading, a subsidiary of Electricité de France. We have also obtained non-binding indicative terms for minimum eight-year time charters for two additional Capesize drybulk carriers we intend to acquire and we intend to employ additional vessels we acquire on medium and long-term charters, as well as short-term time charters and spot charters. Although longer term time charters provide relatively steady streams of revenue, vessels committed to longer term charters may not be available for spot voyages during periods of increasing charter hire rates, when spot voyages might be more profitable.

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We will be dependent on our Manager to perform the day-to-day management of our fleet.

              Our executive management team currently consists of only two individuals, our Chief Executive Officer and our Chief Financial Officer, although we intend to hire an Internal Auditor. Prior to the completion of this offering, we will enter into a management agreement with Empire Navigation for technical, commercial and administrative management services for an initial term ending on June 30, 2017. We will be dependent on our Manager and the loss of any of our Manager's services or its failure to perform its obligations to us could materially and adversely affect the results of our operations. Although we may have rights against our Manager if it defaults on its obligations to us, you will have no recourse directly against our Manager. Further, we expect that we will need to seek approval from our lenders to change our Manager. Our ability to compete for and enter into new time and spot charters and to expand our relationships with our existing charterers will depend largely on our relationship with our Manager and its reputation and relationship in the shipping industry. If our Manager suffers material damage to its reputation or relationships it may harm our ability to:

•

continue to operate our vessels and service our customers;



•

renew existing charters upon their expiration;



•

obtain new charters;



•

obtain financing on commercially acceptable terms;



•

obtain insurance on commercially acceptable terms;



•

maintain satisfactory relationships with our customers and suppliers; and



•

successfully execute our growth strategy.

              If our ability to do any of the things described above is impaired, it could have a material adverse effect on our results of operations and financial condition.

Our Manager is a privately held company with a limited history of operations and there may be little or no publicly available information about it.

              Empire Navigation, our Manager, is a privately held company. The ability of our Manager to continue providing services for our benefit will depend in part on its own financial strength. Circumstances beyond our control could impair our Manager's financial strength, and there may be limited publicly available information about its financial strength. As a result, an investor in our common stock might have little advance warning of problems affecting our Manager, even though these problems could have a material adverse effect on us. As part of our reporting obligations as a public company, we will disclose information regarding our Manager that has a material impact on us to the extent we become aware of such information. In addition, our Manager is a recently formed company and has a limited performance record and operating history. We cannot assure you that our Manager will be able to fulfill its obligations to us, which would have a material adverse affect on our results of operations and financial condition.

Our Manager may have conflicts of interest between us and other clients of our Manager.

              We will contract the day-to-day administrative, commercial and technical management of our fleet, including crewing, maintenance, supply provisioning and repair to our Manager, which is wholly owned by our Chief Executive Officer, Mr. Stamatis Molaris. The contract we intend to enter into with our Manager will have an initial term ending on June 30, 2017, which will automatically extend for up to three successive seven and one-half-year terms, unless at least six months' advance notice of termination prior to the end of the then-current term is given by us or our Manager. Upon the approval of two-thirds of our board of directors, we have the right to terminate the Management Agreement at any time after June 30, 2017 upon six months' notice, in which case our Manager would be entitled to receive a lump sum termination payment generally calculated as three times the average

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annual management fees payable to our Manager for the last three completed years of the term of the Management Agreement. Our Manager provides similar services for four vessels owned by unaffiliated shipping companies and one newbuilding vessel owned by an entity affiliated with Hans J. Mende, one of our Sponsors and a member of our Board of Directors, and may provide similar services to additional vessels in the future, although our Manager will agree not to provide management services to any other entity without the prior written approval of our independent directors. These responsibilities and relationships could create conflicts of interest between our Manager's performance of its obligations to us, on the one hand, and our Manager's performance of its obligations to its other clients, on the other hand. These conflicts may arise in connection with the employment or the crewing, supply provisioning and operations of the vessels in our fleet versus vessels owned by other clients of our Manager. In particular, our Manager may give preferential treatment to vessels owned by other clients whose arrangements provide for greater economic benefit to our Manager. These conflicts of interest may have an adverse effect on our results of operations. Please read the sections entitled "Our Manager and Management Related Agreements" and "Related Party Transactions."

Management fees are payable to our Manager regardless of our profitability.

              Pursuant to our Management Agreement, we will pay our Manager a fee of $750 per day, per vessel, for providing commercial and technical services and a fee of 1.25% on gross freight, charter hire, ballast bonus and demurrage, as well as a fee of $20,000 per month for administrative services. In addition, we will pay our Manager certain commissions and fees with respect to vessel purchases and newbuildings as described in the section entitled "Our Manager and Management Related Agreements." The management fees do not cover expenses such as voyage expenses, vessel operating expenses, maintenance expenses, crewing costs, insurance premiums, commissions and certain public company expenses such as directors and officers' liability insurance, legal and accounting fees and other similar third party expenses, which will be reimbursed by us. The management fees are fixed until December 31, 2011, subject to adjustment for fluctuations in the euro/U.S. dollar exchange rate, and thereafter will be adjusted every year by agreement between us and our Manager. The management fees are payable whether or not our vessels are employed, and regardless of our profitability, and we have no ability to require our Manager to reduce the management fees if our profitability decreases. If our profitability is less than anticipated, we may be contractually obligated to pay management fees which could have a material adverse effect on our results of operations and financial condition.

Vessel values have decreased significantly, and may remain at these depressed levels, or decrease further, and over time may fluctuate substantially. Depressed vessel values could cause us to incur impairment charges or could cause a default under our credit facilities and the loss of our vessels through foreclosure.

              Due to the sharp decline in world trade and tanker charter rates, the market values of our contracted newbuildings, and of tankers and drybulk carriers generally, are currently significantly lower than prior to the downturn in the second half of 2008. Vessel values may remain at current low, or lower, levels for a prolonged period of time and can fluctuate substantially over time due to a number of different factors, including:

•

prevailing level of charter rates;



•

general economic and market conditions affecting the shipping industry;



•

competition from other shipping companies;



•

types and sizes of vessels;



•

supply and demand for vessels;



•

other modes of transportation;



•

cost of newbuildings;

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•

governmental or other regulations; and



•

technological advances.

              In addition, as vessels grow older, they generally decline in value. We review our vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. We review certain indicators of potential impairment, such as undiscounted projected operating cash flows expected from the future operation of the vessels, which can be volatile for vessels employed on short-term charters or in the spot market. Any impairment charges incurred as a result of declines in charter rates could negatively affect our financial condition and results of operations. In addition, if we sell any vessel at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our financial statements, the sale may be at less than the vessel's carrying amount on our financial statements, resulting in a loss and a reduction in earnings.

              If the market value of our fleet declines, we also may not be in compliance with certain provisions of our existing and future credit facilities we enter into that will be secured by the vessels in our fleet and we may not be able to refinance our debt or obtain additional financing. If we are unable to pledge additional collateral, our lenders could accelerate our debt and foreclose on our fleet.

Restrictive covenants in our credit facilities may impose financial and other restrictions on us.

              Our credit facilities, including credit facilities we enter into in the future, may impose operating and financial restrictions on us. These restrictions may limit our ability to, among other things:

•

incur additional indebtedness, including through the issuance of guarantees;



•

create or permit liens on our assets;



•

sell our vessels or the capital stock of our subsidiaries;



•

make investments;



•

engage in mergers or acquisitions;



•

change the flag or classification society of our vessels;



•

change our Chairman and Chief Executive Officer;



•

change or amend the charters for our vessels;



•

pay dividends;



•

make capital expenditures;



•

compete effectively to the extent our competitors are subject to less onerous financial restrictions; and



•

change the management of our vessels or terminate or materially amend the management agreement relating to each vessel.

              These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities. In addition, our future credit facilities, including the credit facilities for which we have entered into commitment letters, will likely require us to maintain specified financial ratios and satisfy financial covenants, including ratios and covenants based on the market value of the vessels in our fleet.

              Should our charter rates or vessel values materially decline in the future, we may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to meet any such financial ratios and satisfy any such financial covenants. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, may affect our ability to comply with these covenants. We cannot assure you that we will meet these ratios

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or satisfy these covenants or that our lenders will waive any failure to do so. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our credit facilities would prevent us from borrowing additional money under our credit facilities and could result in a default under our credit facilities. If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets.

              Our discretion will be limited because we may need to obtain consent from our lenders in order to engage in certain corporate actions. Our lenders' interests may be different from ours, and we cannot guarantee that we will be able to obtain our lenders' consent when needed. This may prevent us from taking actions that are in our best interest.

We cannot assure you that we will be able to borrow amounts under credit facilities we enter into in the future.

              We expect to take delivery of two 2008-built Suezmax tankers in May 2010, for an aggregate purchase price of $136.6 million, and four Suezmax tanker newbuildings between May and September 2011, for an aggregate remaining purchase price of $238.8 million. In addition, we have agreed to acquire a 2005-built Capesize drybulk carrier for $54.0 million, which we expect to be delivered to us in May 2010. All of our outstanding indebtedness, which amounted to $111.6 million as of December 31, 2009, is repayable on December 31, 2010; however, if the due date of the next installment payment under a shipbuilding contract for any of our Suezmax tanker newbuildings (which will be payable within three business days of confirmation that the first block of the keel has been laid for the applicable vessel) falls prior to December 31, 2010, the amount of debt attributable to each such Suezmax tanker is payable at the same time as such installment payment.

              We intend to fund the balance of the purchase price for the seven vessels we have agreed to acquire with a portion of the proceeds of this offering, borrowings under new credit facilities, for which we have entered into commitment letters, and with proceeds from the sale of shares of our common stock to our existing stockholders for $62.0 million, which we expect to consummate concurrently with this offering. However, our ability to borrow amounts under credit facilities we enter into in the future, including the credit facilities for which we have entered into commitment letters, will be subject to the satisfaction of customary conditions precedent and compliance with terms and conditions included in the loan documents. Prior to each drawdown, we expect that we will be required, among other things, to provide the lender with acceptable valuations of the vessels in our fleet confirming that they are sufficient to satisfy minimum security requirements. To the extent that we are not able to satisfy these requirements, including as a result of a decline in the value of our vessels, we may not be able to drawdown the full amount under our future credit facilities without obtaining a waiver or consent from the applicable lenders. We may also not be permitted to borrow amounts under these credit facilities if we experience a change of control. As a result, we may be unable to fund our capital expenditures and working capital requirements, including remaining installment payments for our contracted vessels and any additional vessels we identify for acquisition, which would adversely affect our financial condition and results of operations.

              Furthermore, although we have entered into commitment letters for new credit facilities, we have not yet entered into definitive agreements for such new credit facilities and there can be no assurance that we will ultimately enter into such new credit facilities on the terms described in this prospectus or at all. Unless we are successful in obtaining debt financing, we may not be able to complete the acquisitions of the three secondhand vessels that we have agreed to acquire and the four Suezmax tanker newbuildings for which we have construction contracts. Our inability to obtain new debt financing on the terms described in this prospectus on a timely basis or on other satisfactory terms, or at all, may materially affect our results of operations and our ability to implement our business strategy.

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Our ability to obtain additional debt financing may be dependent on the performance of our then existing charters and the creditworthiness of our charterers.

              The actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources required to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at anticipated costs or at all may materially affect our results of operation and our ability to implement our business strategy.

Servicing debt under our credit facilities, including credit facilities we enter into in the future, would limit funds available for other purposes and if we cannot service such debts, we may lose our vessels.

              Borrowing under our existing credit facility, and credit facilities we may enter into in the future, including the credit facilities for which we have entered into commitment letters, will require us to dedicate a part of our cash flow from operations to paying interest on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes. Amounts borrowed under our existing credit facility, and amounts borrowed under credit facilities we expect to enter into in the future, bear interest at variable rates. Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same, and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the shipping industry. If we do not generate or reserve enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

•

seeking to raise additional capital;



•

refinancing or restructuring our debt;



•

selling vessels; or



•

reducing or delaying capital investments.

However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations. If we are unable to meet our debt obligations or if some other default occurs under our credit facilities, the lenders could elect to declare that debt, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt.

If the recent volatility in LIBOR continues, it could affect our profitability, earnings and cash flow.

              LIBOR has recently been volatile, with the spread between LIBOR and the prime lending rate widening significantly at times. These conditions are the result of the recent disruptions in the international credit markets. Because the interest rates borne by our outstanding indebtedness fluctuate with changes in LIBOR, if this volatility were to continue, it would affect the amount of interest payable on our debt, which in turn, could have an adverse effect on our profitability, earnings and cash flow.

              Furthermore, interest in most loan agreements in our industry has been based on published LIBOR rates. Recently, however, lenders have insisted on provisions that entitle the lenders, in their discretion, to replace published LIBOR as the base for the interest calculation with their cost-of-funds rate. If we are required to agree to such a provision in future loan agreements, our lending costs could increase significantly, which would have an adverse effect on our profitability, earnings and cash flow.

We may be unable to pay dividends.

              We currently intend to pay quarterly dividends in amounts that are approximately equal to 25% of our available cash from the previous quarter after expenses and reserves for drydockings, surveys, capital expenditures, debt repayments and other purposes as our board of directors may from time to time determine are required. The amount of cash available for dividends will principally depend upon

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the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based upon, among other things:

•

the cyclicality in the charter markets in which our vessels will operate;



•

the rates we obtain from our charters;



•

the price and demand for the cargoes our vessels transport;



•

the level of our operating costs, such as the cost of crews and insurance;



•

the number of off-hire days for our fleet and the timing of, and number of days required for, drydocking of our vessels;



•

delays in the delivery of vessels we have agreed to acquire;



•

prevailing global and regional economic and political conditions; and



•

the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business.

              Until we take delivery of the vessels we have agreed to acquire or identify and acquire additional vessels and deploy them on charters, we will not generate cash from operations for dividends. Accordingly, it may take substantial time following the closing of this offering before it would be possible for us to pay any dividends.

              The actual amount of cash generated also will depend upon other factors, such as:

•

the level of capital expenditures we make, including for maintaining existing vessels and acquiring new vessels, which we expect will be substantial;



•

our debt service requirements and restrictions on distributions contained in any credit agreement we may enter into, such as the new credit facilities for which we have entered into commitment letters and which will limit our ability to pay dividends to amounts of up to 50% of our net income for any fiscal year provided we are not in default thereunder;



•

fluctuations in our working capital needs; and



•

the amount of any cash reserves established by our Board of Directors, including reserves for working capital and other matters.

              In addition, the declaration and payment of dividends is subject at all times to the discretion of our Board of Directors and compliance with the laws of the Republic of the Marshall Islands. Please read "Our Dividend Policy" for more details.

We are a holding company, and we will depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or to make dividend payments.

              We are a holding company and our subsidiaries, which are all wholly-owned by us either directly or indirectly, will conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly-owned subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, our Board of Directors may exercise its discretion not to pay dividends. We expect that we and our subsidiaries will be permitted to pay dividends under the new credit facilities for which we have entered into commitment letters in amounts up to 50% of our net income for any fiscal year and only for so long as we are in compliance with all applicable financial covenants, terms and conditions. In addition, we and our subsidiaries are subject to limitations on the payment of dividends under Marshall Islands law.

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Because we will generate all of our revenues in dollars but will incur a significant portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.

              We will generate all of our revenues in dollars but we expect that portions of our future expenses will be incurred in currencies other than the dollar. This difference could lead to fluctuations in net income due to changes in the value of the dollar relative to the other currencies, in particular the Euro. Expenses incurred in foreign currencies against which the dollar falls in value can increase, decreasing our revenues. Declines in the value of the dollar could lead to higher expenses payable by us.

We may be unable to effectively manage our growth.

              We intend to continue to grow our fleet. Our growth will depend on:

•

locating and acquiring suitable vessels;



•

identifying and consummating acquisitions or joint ventures;



•

obtaining required financing;



•

integrating any acquired business successfully with our existing operations;



•

enlarging our customer base;



•

hiring additional shore-based employees and seafarers; and



•

managing our expansion.

              We intend to finance our growth with cash from operations, borrowings under additional credit facilities and proceeds of future financings. Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel and managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. The expansion of our fleet may impose significant additional responsibilities on our management and staff, and the management and staff of our Manager, and may necessitate that we, and they, increase the number of personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection therewith.

If our Manager is unable to recruit suitable seafarers for our contracted vessels or as we expand our fleet, our results of operations may be adversely affected.

              We will rely on our Manager to recruit suitable senior officers and crews for our contracted vessels and any additional vessels we identify, and enter into agreements to acquire. In addition, as we expand our fleet, we will have to rely on our Manager to recruit suitable additional seafarers. We cannot assure you that our Manager will be able to continue to hire suitable employees as we expand our fleet. If our Manager's crewing agents encounter business or financial difficulties, they may not be able to adequately staff our vessels. We expect that all or part of the seafarers who will be employed on the ships in our fleet will be covered by industry-wide collective bargaining agreements that set basic standards. We cannot assure you that these agreements will prevent labor interruptions. If our Manager is unable to recruit suitable seafarers as we expand our fleet, our business, results of operations, cash flows and financial condition and our ability to pay dividends may be materially adversely affected.

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We may be unable to attract and retain key senior management personnel and other employees in the seaborne transportation industry, which may negatively affect the effectiveness of our management and our results of operations.

              Our success depends to a significant extent upon the abilities and efforts of our executive officers. We intend to enter into employment agreements with our Chief Executive Officer, Mr. Stamatis Molaris, and our Chief Financial Officer, Stewart Crawford. Our success will depend upon our ability to hire and retain key members of our senior management team. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our business, results of operations and ability to pay dividends. We do not intend to maintain "key man" life insurance on any of our officers.

Rising crew costs may adversely affect our profits.

              Crew costs are a significant expense for us under our charters. Recently, the limited supply of and increased demand for well-qualified crew, due to the increase in the size of the global shipping fleet, has created upward pressure on crewing costs, which we generally bear under our period time and spot charters. Increases in crew costs may adversely affect our profitability.

Rising fuel prices may adversely affect our profits.

              The cost of fuel is a significant factor in negotiating charter rates and will be borne by us when our vessels are employed on voyage charters or contracts of affreightment. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geo-political developments, supply and demand for oil, actions by members of the OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.

Purchasing and operating previously owned, or secondhand, vessels may result in increased drydocking costs and vessels off-hire, which could adversely affect our earnings.

              Even following a physical inspection of secondhand vessels prior to purchase, we do not have the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels prior to purchase. If this were to occur, such hidden defects or problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may become liable to third parties. Generally, we do not receive the benefit of warranties on secondhand vessels. Increased drydocking costs or vessels off-hire may adversely affect our earnings.

The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

              In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which our vessels may engage. We cannot assure you that, as our vessels age, market conditions will justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

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Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel's useful life, which would adversely affect our business, results of operations and financial condition.

              Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives, which we expect to be 25 years. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, financial condition and ability to pay dividends will be materially and adversely affected. Any reserves set aside for vessel replacement may not be available for dividends.

Investment in derivative instruments such as freight forward agreements could result in losses.

              From time to time, we may take positions in derivative instruments including freight forward agreements, or FFAs. FFAs and other derivative instruments may be used to hedge a vessel owner's exposure to the charter market by providing for the sale of a contracted charter rate along a specified route and period of time. Upon settlement, if the contracted charter rate is less than the average of the rates, as reported by an identified index, for the specified route and time period, the seller of the FFA is required to pay the buyer an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. If we take positions in FFAs or other derivative instruments and do not correctly anticipate charter rate movements over the specified route and time period, we could suffer losses in the settling or termination of the FFA. This could adversely affect our results of operation and cash flow.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and as a result, stockholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

              Our corporate affairs are governed by our Amended and Restated Articles of Incorporation and by-laws and by the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Stockholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public stockholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling stockholders than would stockholders of a corporation incorporated in a United States jurisdiction. For more information with respect to how stockholder rights under Marshall Islands law compares with stockholder rights under Delaware law, we refer you to our discussion under the heading "Marshall Islands Company Considerations."

It may not be possible for investors to enforce U.S. judgments against us.

              We and all our subsidiaries are, and will likely be, incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries will be located outside the U.S. In addition, most of our directors and officers are or will be non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are or will be located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our

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subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws. Please read "Enforceability of Civil Liabilities."

We may be subject to tax on U.S. source income, which would reduce our earnings.

              Under the United States Internal Revenue Code of 1986, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not begin and end, in the United States is characterized as U.S. source shipping income and as such is subject to a four percent U.S. Federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder.

              We believe that, after this offering, we and each of our subsidiaries will qualify for this statutory tax exemption. However, there are factual circumstances beyond our control that could cause us not to qualify for this tax exemption after this offering and thereby to become subject to U.S. Federal income tax on our U.S. source income. For example, even assuming, as we expect will be the case, that after this offering our common stock will be regularly and primarily traded on an established securities market in the United States, 5% stockholders may own 50% or more of our outstanding common stock. In such a case, we would not be eligible for this statutory tax exemption unless we were able to establish that among our 5% stockholders, there are sufficient 5% stockholders that are qualified stockholders for purposes of Section 883 to preclude non-qualified 5% stockholders from owning 50% or more of our common stock for more than half the number of days during the taxable year. In order to establish this, 5% stockholders would have to provide us with certain information in order to substantiate their identity as qualified stockholders. Due to the factual nature of the issues involved, we can give no assurances on our tax-exempt status or that of any of our subsidiaries after this offering.

              If we or our subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries would be subject for those years to a four percent U.S. Federal income tax on our U.S. source shipping income. The imposition of this taxation could have a negative effect on our business and would result in decreased earnings available for distribution to our stockholders.

              For a more complete discussion, please read "Tax Considerations—United States Federal Income Tax Considerations—Taxation of Our Shipping Income."

U.S. tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. Federal income tax consequences to U.S. holders.

              A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for U.S. Federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income," or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, cash is treated as an asset that produces "passive income" and "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income." U.S. stockholders of a PFIC

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may be subject to a disadvantageous U.S. Federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

              We expect that, as a result of our likely qualification as a PFIC in prior years, we will not be eligible for the so-called "start-up" exception from PFIC status for 2010. Accordingly, we anticipate that for 2010 we will be a PFIC, unless we are able to use the proceeds of this offering or other sources to acquire sufficient vessels during 2010, based on the timing of such acquisitions, the value of the vessels acquired, and the gross income earned from such vessels, to avoid PFIC status. Whether we will be a PFIC in subsequent years depends on whether we are able to acquire vessels, using the proceeds of this offering or from other sources, sufficient to avoid satisfying the gross income or asset tests for such years. Based on our proposed acquisition of vessels and method of operation, we do not believe that we will be a PFIC with respect to any taxable year beginning with the 2011 taxable year. In determining whether we are a PFIC in any taxable year, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute "passive income," and the assets that we own and operate in connection with the production of that income do not constitute passive assets. There is, however, no direct legal authority under the PFIC rules addressing our proposed method of operation. Accordingly, no assurance can be given that the U.S. Internal Revenue Service, or IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations, assets or income.

              If we determine, or the IRS were to find, that we are or have been a PFIC for any taxable year beginning with the 2010 taxable year, our U.S. stockholders will face adverse U.S. tax consequences, including the following:

•

If we are treated as a PFIC for the 2010 taxable year, any dividends paid on our common stock during 2010 to a U.S. stockholder that is an individual, trust or estate will be taxable as ordinary income rather than as "qualified dividend income" and would therefore not be eligible for the preferential 15% tax rate (through 2010).



•

In addition, under the PFIC rules, unless a U.S. stockholder makes an election available under the Code for the first year the stockholder holds or is deemed to hold our common stock and for which we are a PFIC (which election could itself have adverse consequences for such stockholder, as discussed below under "Tax Considerations—United States Federal Income Taxation of U.S. Holders"), such stockholder would be liable to pay U.S. Federal income tax at the then highest income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common stock, as if the excess distribution or gain had been recognized ratably over the stockholder's holding period of our common stock.

Please read "Tax Considerations—United States Federal Income Taxation of U.S. Holders" for a more comprehensive discussion of the U.S. Federal income tax consequences to U.S. stockholders if we are treated as a PFIC for the 2010 taxable year or any subsequent taxable year.

The enactment of legislation could affect whether dividends paid by us constitute qualified dividend income eligible for a preferential rate of U.S. Federal income taxation.

              Legislation was previously proposed that would deny the preferential rate of U.S. Federal income tax imposed on qualified dividend income with respect to dividends received from a non-U.S. corporation, unless the non-U.S. corporation either is eligible for benefits of a comprehensive income

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tax treaty with the United States or is created or organized under the laws of a foreign country that has a comprehensive income tax system. Because the Marshall Islands has not entered into a comprehensive income tax treaty with the United States and imposes only limited taxes on corporations organized under its laws, it is unlikely that we could satisfy either of these requirements. Although this legislation was not enacted, if it or similar legislation were to be enacted, the preferential rate of U.S. Federal income tax discussed under "Tax Considerations—United States Federal Income Tax Considerations—Taxation of United States Holders—Distributions on Our Common Stock" may no longer be applicable to dividends received from us. As of the date hereof, it is not possible to predict with any certainty whether similar or legislation will be proposed, and, if proposed, would be enacted.

If we fail to adequately staff our accounting and finance department with the appropriate complement of experienced employees, we may be unable to improve our system of internal controls over financial reporting so as to comply with the reporting requirements applicable to a public company in the United States, including issuing financial statements which present fairly the financial condition and results of operations or issuing such financial statements in a timely manner.

              Upon the completion of this offering, we will be subject to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires us to, among other things, maintain an effective system of internal control over financial reporting, and requires our management to provide a certification on the effectiveness of our internal controls on an annual basis after the completion of this offering. Additionally, our independent accountants may have to provide an attestation report on management's assessment of internal controls beginning with the fiscal year ending December 31, 2011.

              We have not completed the establishment of a system of internal controls over financial reporting appropriate for our anticipated reporting requirements. No assurance can be given that we will be able to establish such system in a timely manner and even if we do, that our system of internal control over financial reporting will be effective.

              Failure to address the weaknesses in the system of internal controls over financial reporting or to properly establish an effective system of internal controls over financial reporting could impact our ability to issue our financial statements in a timely manner and may negatively impact our ability to issue financial statements which present fairly our financial condition and results of operations, which may lead to the loss of investor confidence in the reliability of our financial statements, harm our business and negatively impact the trading price of our common stock as well as to lawsuits, investigations and other penalties.

If we do not implement all required accounting practices and policies, we may be unable to provide the required financial information in a timely and reliable manner.

              Prior to this offering, as a privately held company, we did not adopt financial reporting practices and policies required of a publicly traded company. Implementation of these practices and policies could disrupt our business, distract our management and employees and increase our costs. If we fail to develop and maintain effective controls and procedures, we may be unable to provide financial information that a publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could limit our ability to obtain financing, either in the public capital markets or from private sources, and could thereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in failure to meet the requirements for continued listing of our stock on the New York Stock Exchange, which would adversely affect the liquidity of our common stock.

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We will incur increased costs as a result of being a public company in the United States.

              After this offering, as a public company listed on the New York Stock Exchange, we will incur significant legal, accounting and other expenses that we did not incur prior to our listing on the New York Stock Exchange including costs associated with our public company reporting requirements under the Securities Exchange Act of 1934 and payment of bonus compensation to certain of our directors and officers upon the successful completion of this offering. We anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act as well as new rules implemented by the Securities and Exchange Commission and FINRA, including, in particular, the need to establish an enhanced system of internal controls over financial reporting. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs or the impact such costs may have on our results of operations.

Industry Related Risk Factors

The seaborne transportation industry is highly competitive, and we may not be able to compete successfully for charters with new entrants or established companies with greater resources.

              We will employ our vessels in a highly competitive industry that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than we do. Competition among vessel owners for the seaborne transportation of energy resources and commodities can be intense and depends on the charter rate, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources than we have could operate larger fleets than our fleet and, thus, may be able to offer lower charter rates or higher quality vessels than we are able to offer. If this were to occur, we may not be able to retain our customers or attract new charterers.

Disruptions in world financial markets and the resulting governmental action in the United States and in other parts of the world could have a further material adverse impact on our results of operations, financial condition and cash flows .

              In December 2008, the U.S. National Bureau of Economic Research officially announced that the U.S. economy had been in a recession since December 2007. This announcement came months after U.S. stock markets suffered significant losses from their highs of October 2007. This recession began with problems in the housing and credit markets, many of which were caused by defaults on "subprime" mortgages and mortgage-backed securities, eventually leading to the failures of some large financial institutions. Economic activity has now declined across all sectors of the economy, and the United States is experiencing increased unemployment. The current economic crisis has affected the global economy. Extraordinary steps have been taken by the governments of several leading economic countries to combat the economic crisis; however, the impact of these measures is not yet known and cannot be predicted. While there have been some signs that the global economy is improving, we cannot provide any assurance that the global recession and tight credit markets will not continue or become more severe.

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              We face risks attendant to changes in economic environments, changes in interest rates and instability in the banking, energy, commodities and securities markets around the world, among other factors. Major market disruptions, the current adverse changes in market conditions and the regulatory climate in the United States and worldwide may adversely affect our business, impair our ability to borrow amounts under our existing credit facility or any credit facilities we enter into, including the new credit facilities for which we have entered into commitment letters. We cannot predict how long the current market conditions will last. However, these economic and governmental factors, together with the concurrent decline in charter rates, could have a significant effect on our results of operations and could affect the price of our common stock.

A further economic slowdown in the Asia Pacific region could have a material adverse effect on our business, financial condition and results of operations.

              A significant number of the port calls made by our contracted vessels and additional vessels we may acquire will involve the loading or discharging of energy resources and commodities in ports in the Asia Pacific region. As a result, a negative change in economic conditions in any Asia Pacific country, particularly in India or China, may have an adverse effect on our business, financial condition and results of operations, as well as our future prospects. In recent years, China has been one of the world's fastest growing economies in terms of gross domestic product, which has had a significant impact on shipping demand. We cannot assure you that such growth will be sustained or that the Chinese economy will not experience negative growth in the future. Moreover, any slowdown in the economies of the United States, the European Union or certain Asian countries may adversely affect economic growth in China and elsewhere. Our business, financial condition, results of operations, ability to pay dividends and future prospects will likely be materially and adversely affected by an economic downturn in any of these countries.

Changes in the economic and political environment in China and policies adopted by the government to regulate its economy could have a material adverse effect on our business, financial condition and results of operations.

              The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in respects such as structure, government involvement, level of development, growth rate, capital reinvestment, allocation of resources, rate of inflation and balance of payments position. Prior to 1978, the Chinese economy was a planned economy. Since 1978, increasing emphasis has been placed on the use of market forces in the development of the Chinese economy. Annual and five-year state plans are adopted by the Chinese government in connection with the development of the economy. Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through state plans and other measures. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a "market economy" and enterprise reform. Limited price reforms have been undertaken, with the result that prices for certain commodities are principally determined by market forces. Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition based on the outcome of such experiments. The Chinese government may cease pursuing a policy of economic reform. The level of imports to and exports from China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions, all of which could have a material adverse effect on our business, financial condition and results of operations.

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The marine energy transportation industry is subject to extensive environmental regulations that may significantly limit our operations or adversely affect the cost of doing business.

              Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. These requirements include, but are not limited to, the United States Oil Pollution Act of 1990 (OPA 90), the International Convention on Civil Liability for Oil Pollution Damage of 1969, the International Convention for the Prevention of Pollution from Ships, the International Maritime Organization (IMO) International Convention for the Prevention of Marine Pollution of 1973, the IMO International Convention for the Safety of Life at Sea of 1974, the International Convention on Load Lines of 1966 and the U.S. Marine Transportation Security Act of 2002. Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or operational changes and may affect the cargo capacity, resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. The costs of complying with these requirements could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends.

              A failure to comply with applicable laws and regulations may result in criminal sanctions, administrative and civil penalties, or other sanctions such as the denial of access to certain jurisdictional waters or ports or seizure or detention of our vessels. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-mile exclusive economic zone around the United States. An oil spill could result in significant civil or criminal liability, including fines, penalties, and remediation costs for natural resource damages under other federal, state and local laws, as well as third-party claims for personal injury and property damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we intend to arrange for insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends.

              In addition, in complying with OPA 90, International Maritime Organization (IMO) regulations, European Union (EU) directives and other existing laws and regulations and those that may be adopted, vessel owners may incur significant additional costs in meeting new maintenance and inspection requirements, in developing and implementing contingency plans for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require us to incur significant capital expenditures to keep our vessels in compliance, or even to scrap or sell certain vessels altogether. For example, various jurisdictions are considering regulating the management of ballast water to prevent the introduction of non-indigenous species considered to be invasive. In addition, as a result of accidents such as the November 2002 oil spill from the M/T Prestige , a 26-year old single-hull tanker (which was owned by a company unrelated to us), regulation of the shipping industry will continue to become more stringent and more expensive for us and our competitors. Future incidents may result in the adoption of even stricter laws and regulations, which could limit our operations or our ability to do business and which could have a material adverse effect on our business.

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Our vessels may suffer damage due to the inherent operational risks of the seaborne transportation industry and we may experience unexpected drydocking costs, which may adversely affect our business and financial condition.

              Our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad weather, environmental accidents, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to our customer relationships, delay or rerouting.

              If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels' positions. The loss of earnings while these vessels are forced to wait for space or to steam to more distant drydocking facilities would decrease our earnings.

The operation of drybulk carriers has certain unique operational risks which could affect our earnings and cash flow.

              The operation of certain ship types, such as drybulk carriers, has certain unique risks. With a drybulk carrier, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, drybulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, drybulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach to the sea. Hull breaches in drybulk carriers may lead to the flooding of the vessels' holds. If a drybulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel's bulkheads, leading to the loss of a vessel. If we are unable to adequately maintain our vessels, we may be unable to prevent these events. Any of these circumstances or events may have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.

Seasonal fluctuations in industry demand could adversely affect our results of operations and the amount of available cash with which we can pay dividends.

              We will operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. This seasonality may result in quarter-to-quarter volatility in our results of operations, which could affect the amount of dividends, if any, that we pay to our stockholders from quarter to quarter. The market for marine drybulk transportation services is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. The oil price volatility resulting from these factors has historically led to increased oil trading. This seasonality could materially affect our business, financial condition, results of operations and ability to pay dividends.

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Our insurance may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the seaborne transportation industry.

              The operation of any vessel includes risks such as mechanical failure, collision, fire, contact with floating objects, cargo or property loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of a marine disaster, including oil spills and other environmental mishaps. We intend to carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which includes pollution risks, crew insurance and war risk insurance. We may not, however, be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. In addition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.

              As a result of the September 11, 2001 attacks, the U.S. response to the attacks and related concern regarding terrorism, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. Accordingly, premiums payable for terrorist coverage have increased substantially and the level of terrorist coverage has been significantly reduced.

              In addition, we may not carry loss-of-hire insurance, which covers the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking due to damage to the vessel from accidents. Accordingly, any loss of a vessel or extended period of vessel off-hire, due to an accident or otherwise, could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our stockholders.

We may be subject to increased premium payments because we obtain some of our insurance through protection and indemnity associations.

              We may be subject to increased premium payments, or calls, in amounts based not only on our and our Manager's claim records but also the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Labor interruptions could disrupt our business.

              Our vessels will be manned by masters, officers and crews that are employed by our ship owning subsidiaries. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

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Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

              International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of the contents of our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us.

              Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea, or SOLAS, created a new chapter of the convention dealing specifically with maritime security. The new chapter became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security Code, or the ISPS Code. The ISPS Code is designed to protect ports and international shipping against terrorism. After July 1, 2004, to trade internationally, a vessel must attain an International Ship Security Certificate from a recognized security organization approved by the vessel's flag state. For a further description of the various requirements, please see "Business—Environmental and Other Regulation—Vessel Security Regulations."

              The United States Coast Guard (USCG) has developed the Electronic Notice of Arrival/Departure (e-NOA/D) application to provide the means of fulfilling the arrival and departure notification requirements of the USCG and Customs and Border Protection (CBP) online. Prior to September 11, 2001, ships or their agents notified the Marine Safety Office (MSO)/Captain Of The Port (COTP) zone, within 24 hours of the vessel's arrival via telephone, facsimile (fax), or electronic mail (e-mail). Due to the events of September 11, 2001, the USCG's National Vessel Movement Center (NVMC)/Ship Arrival Notification System (SANS) was set up as part of the U.S. Department of Homeland Security (DHS) initiative. Also, as a result of this initiative, the advanced notice time requirement changed from 24 hours' notice to 96 hours' notice (or 24 hours' notice, depending upon normal transit time). The NOAs and/or NODs continue to be submitted via telephone, fax, or e-mail, but are now to be submitted to the NVMC, where watch personnel entered the information into a central USCG database. Additionally, the National Security Agency has identified certain countries known for high terrorist activities and if a vessel has either called some of these identified countries in its previous ports and/or the members of the crew are from any of these identified countries, more stringent security requirements must be met.

              On June 6, 2005, the Advanced Passenger Information System (APIS) Final Rule became effective (19CFR 4.7b and 4.64). Pursuant to these regulations, a commercial carrier arriving into or departing from the United States is required to electronically transmit an APIS manifest to U.S. Customs and Border Protection (CBP) through an approved electronic interchange and programming format. All international commercial carriers transporting passengers and /or crewmembers must obtain an international carrier bond and place it on file with the CBP prior to entry or departure from the United States. The minimum bond amount is $50,000.

              It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

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Compliance with safety and other requirements imposed by classification societies may be very costly and may adversely affect our business.

              The hull and machinery of every vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and Safety of Life at Sea Convention, and all vessels must be awarded ISM certification.

              A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period.

              If any of our vessels does not maintain its class or fails any annual, intermediate or special survey, and/or loses its certification, the vessel will be unable to trade between ports and will be unemployable. This would negatively impact our operating results and financial condition.

Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off-hire period.

              Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by "arresting" or "attaching" a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period and require us to pay large sums of money to have the arrest or attachment lifted. In addition, in jurisdictions where the "sister ship" theory of liability applies, a claimant may arrest the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. In countries with "sister ship" liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own.

Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.

              A government could requisition our vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, such government requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels may negatively impact our business, financial condition, results of operations and ability to pay dividends.

Terrorist attacks and international hostilities could affect our results of operations and financial condition.

              Terrorist attacks such as the attacks on the United States on September 11, 2001 and more recent attacks in other parts of the world and the continuing response of the United States and other countries to these attacks, as well as the threat of future terrorist attacks, continue to cause uncertainty in the world financial markets and may affect our business, results of operations and financial condition. The conflicts in Iraq and Afghanistan may lead to additional acts of terrorism, regional conflict and other armed conflicts around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us, or at all.

              Terrorist attacks targeted at sea vessels, such as the October 2002 attack in Yemen on the VLCC Limburg, a ship not related to us, may in the future also negatively affect our operations and financial condition and directly impact our vessels or our customers. Future terrorist attacks could

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result in increased volatility of the financial markets in the United States and globally and could result in an economic recession affecting the United States or the entire world. Any of these occurrences could have a material adverse impact on our results of operations and financial condition.

              Changing economic, political and governmental conditions in the countries where we are engaged in business or where our vessels are registered could affect us. In addition, future hostilities or other political instability in regions where our vessels trade could also affect our trade patterns and adversely affect our operations and performance.

Acts of piracy on ocean-going vessels have recently increased in frequency, which could adversely affect our business.

              Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea and in the Gulf of Aden off the coast of Somalia. Throughout 2008 and 2009, the frequency of piracy incidents increased significantly, particularly in the Gulf of Aden off the coast of Somalia. If these piracy attacks result in regions in which our vessels are deployed being characterized by insurers as "war risk" zones, as the Gulf of Aden temporarily was in May 2008, or Joint War Committee (JWC) "war and strikes" listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows, financial condition and ability to pay dividends. In response to piracy incidents in 2008 and 2009, particularly in the Gulf of Aden off the coast of Somalia, following consultation with regulatory authorities, we may station armed guards on some of our vessels in some instances. While the use of guards would be intended to deter and prevent the hijacking of our vessels, it may also increase our risk of liability for death or injury to persons or damage to personal property. While we believe we will generally have adequate insurance in place to cover such liability, if we do not, it could adversely impact our business, results of operations, cash flows, and financial condition.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

              We expect that our vessels will call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Offering Related Risks

There is no guarantee that an active and liquid public market for you to resell our common stock will develop.

              We have been, prior to this offering, a privately held company and there has not been a public market for our common stock. Despite our exchange listing, a liquid trading market for our common stock may not develop. If an active, liquid trading market does not develop, you may have difficulty selling shares of our common stock. The initial public offering price will be determined in negotiations between the representatives of the underwriters and us and may not be indicative of prices that will prevail in the trading market.

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The price of shares of our common stock after this offering may be volatile.

              The price of our common stock after this offering may be volatile, and may fluctuate due to factors, including:

•

fluctuations in the seaborne transportation industry, including fluctuations in the tanker and drybulk sectors;



•

actual or anticipated fluctuations in quarterly and annual results;



•

market conditions in the shipping industry;



•

mergers and strategic alliances in the shipping industry;



•

changes in government regulation;



•

shortfalls in our operating results from levels forecast by securities analysts;



•

our payment of dividends;



•

announcements concerning us or our competitors;



•

the general state of the securities market; and



•

other developments affecting us, our industry or related industries or our competitors.

              The seaborne transportation industry, including the tanker and drybulk sectors, has been highly unpredictable and volatile. The market price for our common stock may be equally volatile. Consequently, you may not be able to sell the common stock at prices equal to or greater than those that you pay in this offering.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

              If you purchase common stock in this offering, you will pay more for your shares than the amounts paid by our existing stockholders for their shares. As a result, you will incur immediate and substantial dilution of $1.69 per share, representing the difference between the assumed initial public offering price and our pro forma as adjusted net tangible book value per share at December 31, 2009, after giving effect to this offering. We refer you to the discussion under the heading "Dilution".

Future sales of shares could cause the market price of our common stock to decline.

              Sales of a substantial number of shares of our common stock in the public market following this offering, or the perception that these sales could occur, may depress the market price of our common stock. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. Although we do not currently have any plans to sell additional shares of our common stock, we may issue additional shares in the future and our stockholders may elect to sell large numbers of shares held by them from time to time.

              Upon consummation of this offering and the sale of common stock to our existing stockholders, MK Maritime LLC and Maas Capital Investments B.V. will own 2,466,963 shares and 1,944,640 shares, respectively, of our common stock, or collectively approximately 27.2% of our outstanding capital stock, assuming the underwriters do not exercise their over-allotment option. These shares may be resold subject to the holding period, volume, manner of sale and notice requirements of Rule 144 under the Securities Act of 1933, as amended, as a result of the status of each of MK Maritime LLC and Maas Capital Investments B.V. as our "affiliate." Furthermore, shares held by MK

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Maritime LLC and Maas Capital Investments B.V. will be subject to the underwriters' 180-day lock-up agreement. We refer you to the discussion under the heading "Shares Eligible for Future Sale" in this prospectus.

Anti-takeover provisions in our organizational documents could make it difficult for our stockholders to replace or remove our current Board of Directors or have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock.

              Several provisions of our amended and restated articles of incorporation and bylaws could make it difficult for our stockholders to change the composition of our Board of Directors in any one year, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable.

              These provisions include:

•

authorizing our Board of Directors to issue "blank check" preferred stock without stockholder approval;



•

providing for a classified Board of Directors with staggered, three year terms;



•

prohibiting cumulative voting in the election of directors;



•

authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a two-thirds majority of the outstanding shares of our common stock;



•

limiting the persons who may call special meetings of stockholders;



•

establishing advance notice requirements for election to our Board of Directors or proposing matters that can be acted on by stockholders at stockholder meetings; and



•

limiting our ability to enter into business combination transactions with certain stockholders.

              We have adopted a stockholder rights plan pursuant to which our Board of Directors may cause the substantial dilution of the holdings of any person that attempts to acquire us without the approval of our Board of Directors. These anti-takeover provisions, including the provisions of our stockholder rights plan, could substantially impede the ability of public stockholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

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FORWARD LOOKING STATEMENTS

              Our discussion in this prospectus concerning our operations, cash flows and financial condition, including, in particular, the likelihood of our success in developing and expanding our business, include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "may," "should," and similar expressions are forward-looking statements.

              All statements in this prospectus that are not statements of historical or present facts are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as:

•

our future operating or financial results;



•

economic and political conditions;



•

our pending acquisitions, our business strategy and expected capital spending or operating expenses, including dry-docking and insurance costs;



•

competition in the seaborne transportation industry;



•

statements about seaborne transportation trends, including charter rates and factors affecting supply and demand;



•

our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities;



•

our ability to pay dividends;



•

the need to establish reserves that would reduce dividends on our common stock;



•

expected compliance with financing agreements and the expected effect of restrictive covenants in such agreements;



•

increases in costs and expenses, including, but not limited to, crew wages, insurance, provisions, lube oil, bunkers, repairs, maintenance and general and administrative expenses; and



•

our expectations of the availability of vessels to purchase, the time that it may take to construct new vessels, or vessels' useful lives.

              Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in the "Risk Factors" section of this prospectus. Any of these factors or a combination of these factors could materially affect future results of operations and the ultimate accuracy of the forward-looking statements. Factors that might cause future results to differ include, but are not limited to, the following:

•

changes in law, governmental rules and regulations, or actions taken by regulatory authorities;



•

changes in economic and competitive conditions affecting our business;



•

potential liability from future litigation;



•

length and number of off-hire periods and dependence on third-party managers; and



•

other factors discussed in the "Risk Factors" section of this prospectus.

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              You should not place undue reliance on forward-looking statements contained in this prospectus, because they are statements about events that are not certain to occur as described or at all. All forward-looking statements in this prospectus are qualified in their entirety by the cautionary statements contained in this prospectus. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

              Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

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USE OF PROCEEDS

              We estimate that the net proceeds to us from this offering will be approximately $207.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, based on an assumed initial public offering price of $20.00 per share, which is the mid-point of the price range on the cover page of this prospectus.

              We intend to use approximately $155.6 million of the net proceeds from this offering to fund a portion of the $190.6 million aggregate purchase price for the three secondhand vessels we have agreed to acquire, and approximately $14.4 million of the net proceeds of this offering to fund a portion of the remaining $238.8 million purchase price for our four contracted Suezmax tanker newbuildings and the remaining proceeds of this offering to fund a portion of the purchase price for additional tankers and drybulk carriers, which we have not yet identified. We intend to fund the balance of the purchase prices for the seven vessels we have agreed to acquire with borrowings under new credit facilities, for which we have entered into commitment letters, and with proceeds from the sale of shares of our common stock to our existing stockholders for $62.0 million, which we expect to consummate concurrently with this offering. To the extent we do not complete the acquisition of any of the vessels we have agreed to acquire or identify and acquire additional vessels, we may use the proceeds of this offering for general corporate purposes.

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OUR DIVIDEND POLICY

              We currently intend to pay quarterly dividends in amounts that are approximately equal to 25% of our available cash from the previous quarter after expenses and reserves for drydockings, surveys, capital expenditures, debt repayments and other purposes as our board of directors may from time to time determine are required. The amount of cash available for dividends will depend principally upon the amount of cash we generate from our operations.

              The declaration and payment of dividends, if any, will be subject to the discretion of our Board of Directors and the requirements of Marshall Islands law. The timing and amount of any dividends declared will depend on, among other things, our earnings, financial condition and cash requirements and availability, our ability to obtain financing on acceptable terms to execute our growth strategy, provisions of Marshall Islands law governing the payment of dividends, restrictive covenants in our future loan agreements and global financial conditions. Our new credit facilities, for which we have entered into commitment letters, will contain provisions limiting the amount we are permitted to pay as dividends to 50% of our net income for any fiscal year and prohibiting the payment of dividends if an event of default has occurred or, after giving effect to the payment of the dividend, we would be in breach of any covenant under the applicable credit facility. There can be no assurance that dividends will be paid. Our ability to pay dividends may be limited by the amount of cash we can generate from operations following the payment of fees and expenses and the establishment of any reserves as well as additional factors unrelated to our profitability. We are a holding company, and we will depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments.

              We have no operating history upon which to rely as to whether we will have sufficient cash available to pay dividends on our common stock. In addition, the international shipping industry, including the tanker and drybulk carrier charter markets, is highly volatile and cyclical, and we cannot accurately predict the amount of cash distributions, if any, that we may make in any period. Factors beyond our control may affect the charter market for our vessels, our charterers' ability and willingness to satisfy their contractual obligations to us, and our voyage and operating expenses. Until we take delivery of vessels and deploy them on charters, we will not generate cash from operations for dividends. Accordingly, it may take substantial time following the closing of this offering before it would be possible for us to pay any dividends.

              We effected a 1.2546863-for-1 stock split in the form of a stock dividend paid to our existing stockholders on March 11, 2010. Investors in this offering are not entitled to receive such dividend.

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CAPITALIZATION

              The following table sets forth our cash and cash equivalents, restricted cash and capitalization at December 31, 2009:

•

on a historical basis, giving effect to a 1.2546863-for-1 stock split effected as a stock dividend on March 11, 2010; and



•

as adjusted to give effect to (i) the sale of 3,100,000 shares of our common stock to our existing stockholders for an aggregate purchase price of $62.0 million, or $20.00 per share, (ii) the grant of 325,000 restricted shares to be issued as incentive compensation to our Chief Executive Officer and Chief Financial Officer under our 2010 Equity Incentive Plan and (iii) the issuance of 11,250,000 shares of our common stock in this offering at an assumed public offering price of $20.00 per share, which is the mid-point of the price range on the cover page of this prospectus.

              There has been no material change in our capitalization between December 31, 2009 and the date of this prospectus as adjusted as described above.

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DILUTION

              As of December 31, 2009, our adjusted net tangible book value was $89,688,160, or $17.94 per share, after giving effect to a 1.2546863-for-1 stock split effected as a stock dividend on March 11, 2010, the grant of 325,000 restricted shares to be issued as incentive compensation to our Chief Executive Officer and Chief Financial Officer under our 2010 Equity Incentive Plan and the sale of 3,100,000 shares of our common stock to our existing stockholders for an aggregate purchase price of $62.0 million. After giving effect to the sale of 11,250,000 shares of common stock in this offering at an assumed price of $20.00, which is the mid-point of the initial public offering price range on the cover page of this prospectus, the pro forma adjusted net tangible book value as of December 31, 2009 would have been $297.6 million or $18.31 per share. This represents an immediate appreciation in net tangible book value of $0.37 per share to our existing stockholders and an immediate dilution of net tangible book value of $1.69 per share to new investors. The following table illustrates the pro-forma per share dilution and appreciation at December 31, 2009:

              Net tangible book value per share of our common stock is determined by dividing our tangible net worth, which consists of tangible assets less liabilities, by the number of shares outstanding. Dilution is determined by subtracting the net tangible book value per share after this offering from the public offering price per share. Dilution per share to new investors would be $1.65 if the underwriters exercise their over-allotment option in full.

              The following table summarizes, on a pro-forma basis as of December 31, 2009, the differences between the number of shares acquired from us, the total amount paid and the average price per share paid by our existing stockholders and by you in this offering, based upon an assumed initial public offering price of $20.00 per share, which is the mid-point of the initial public offering price range on the cover page of this prospectus.

(1)

Includes sale of 3,100,000 shares of our common stock to our existing stockholders for an aggregate purchase price of $62.0 million, or $20.00 per share.

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SELECTED CONSOLIDATED FINANCIAL DATA

              We were incorporated on May 23, 2008. The following table sets forth our selected consolidated financial data. The selected consolidated financial data as of December 31, 2008 and for the periods from May 23, 2008 (date of inception) through December 31, 2008 and as of December 31, 2009 and for the year ended December 31, 2009 are derived from our audited financial statements included elsewhere in the prospectus. The information provided below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements, related notes and other financial information included elsewhere in this prospectus. Share data gives effect to a 1.2546863-for-1 stock split effected as a stock dividend on March 11, 2010.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               You should read the following discussion and analysis together with our financial statements and related notes included elsewhere in this prospectus. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties that could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For a discussion of some of those risks and uncertainties, read the sections entitled "Forward Looking Statements" and "Risk Factors."

Overview

              We are an international shipping company recently formed to own a fleet of crude oil and product tankers and drybulk carriers, which we intend to employ on a mix of short, medium and long-term time charters, including spot charters, with leading charterers. Our sponsors, who include Stamatis Molaris and Hans J. Mende, have long track records in the shipping and commodities industries and have developed strong relationships with leading charterers, financing sources and shipping and commodities industry participants. We intend to leverage their experience, reputation and relationships to pursue growth by taking advantage of attractive opportunities presented by current low vessel prices in both the tanker and drybulk sectors. Our primary objective will be to maximize returns to our stockholders through the shipping cycle.

              We have agreed to acquire a 2005-built Capesize drybulk carrier from an entity affiliated with Hans J. Mende, one of our Sponsors and a member of our Board of Directors, and to acquire, subject to the consummation of this offering or our waiver of such condition, two 2008-built, double hull Suezmax tankers, each with expected deliveries to us in May 2010. We also have contracts for the construction of four modern, double-hull Suezmax tankers of 158,000 dwt each by a South Korean Shipyard, which we expect will be delivered to us between May and September 2011. We intend to initially deploy the two 2008-built Suezmax tankers in the spot market, while the 2005-built Capesize drybulk carrier has a minimum eight-year time charter, with profit sharing arrangements, with EDF Trading Markets Limited, or EDF Trading, a subsidiary of Electricité de France, and we have arranged seven-year time charters, which also contain profit sharing arrangements, with The Sanko Steamship Co., Ltd., or Sanko Steamship, for each of our four Suezmax tanker newbuildings. We are actively evaluating additional acquisition opportunities for secondhand tankers and drybulk carriers, including two additional Capesize drybulk carriers, for which we have obtained non-binding indicative terms from EDF Trading for minimum eight-year time charters with profit sharing arrangements on the same terms as the charter for the 2005-built Capesize drybulk carrier, except that the minimum gross daily charter rate is $20,000 per day.

              We intend to use approximately $155.6 million of the net proceeds from this offering to fund a portion of the $190.6 million aggregate purchase price for the three secondhand vessels we have agreed to acquire and approximately $14.4 million of the net proceeds of this offering to fund a portion of the $238.8 million remaining purchase price for our four contracted Suezmax tanker newbuildings and the remaining proceeds of this offering to fund a portion of the purchase price for additional tankers and drybulk carriers, which we have not yet identified. We intend to fund the balance of the purchase price for the seven vessels we have agreed to acquire with borrowings under new credit facilities, for which we have entered into commitment letters, and with proceeds from the sale of shares of our common stock to our existing stockholders for $62.0 million, which we expect to consummate concurrently with this offering. We have entered into commitment letters for a new senior credit facility in an amount of up to $301.0 million and a new subordinated credit facility in an amount of up to $74.0 million, for post-delivery vessel financing, as well as a commitment letter for a new $135.0 million credit facility to finance pre-delivery installment payments for our four Suezmax tanker newbuildings and the repayment of a portion of the outstanding indebtedness under our existing credit facility. We will be required to

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use borrowings under the $301.0 million senior credit facility and $74.0 million subordinated credit facility to refinance amounts borrowed under the $135.0 million credit facility. Under the $135.0 million credit facility, we will to be required to maintain a collateral account with our lenders, in an initial amount of $66.5 million, during the period between entering into such credit facility and the delivery of the Suezmax tanker newbuildings financed thereby. The $66.5 million in that account will be reduced over time as we make non-debt financed payments for the four Suezmax tanker newbuildings and repayments under our existing credit facility until the newbuildings are delivered (or, if earlier, September 30, 2010) at which time amounts outstanding under the $135.0 million pre-delivery secured credit facility will be repaid and the remaining amounts in such account will be released. See "—New Credit Facilities." As of December 31, 2009, we had paid $131.0 million of the $369.8 million aggregate purchase price for our four Suezmax tanker newbuildings, and we were obligated to pay an additional $2.5 million in the aggregate for the remaining balance of the cancellation fee for five newbuildings agreed to be cancelled. The aggregate purchase price for the two 2008-built Suezmax tankers is $136.6 million and we have agreed to acquire the 2005-built Capesize drybulk carrier for $54.0 million.

Management

              Our management team provides strategic management for our company. Our operations will be managed by our Manager, Empire Navigation, under the supervision of our management team and Board of Directors. Under our Management Agreement, our Manager will provide us and our subsidiaries with technical, administrative, commercial and certain other services for an initial term expiring on June 30, 2017, with up to three automatic seven and one-half-year renewals thereafter, unless we or our Manager provides notice of non-renewal six months prior to the end of the then-current term. Our Manager will report to us and our Board of Directors through our executive officers.

Charters

              We expect to generate revenues by charging customers for the transportation of commodities using our vessels. We initially intend to deploy the two 2008-built Suezmax tankers we have agreed to acquire, subject to the consummation of this offering or our waiver of such condition, in the spot market upon their delivery to us, which is in each case expected to be in May 2010. We have entered into seven-year time charters with Sanko Steamship, as charterer, for each of our four Suezmax tanker newbuildings. These charters will commence upon our delivery to Sanko Steamship of the applicable vessel following its construction. Each time charter provides for the payment of $35,400 per day in charter hire. These time charters contain profit sharing provisions giving us a right to receive payments equal to 50% of the amount by which the monthly average of the TD5 as set by the Baltic Exchange exceeds the minimum charter rate level specified in the charters for our vessels. The Cape Maria (ex Cape Pioneer) , which we have agreed to acquire, has a minimum eight-year time charter with EDF Trading Markets Limited, a subsidiary of Electricité de France. The charter will commence upon our delivery of the Cape Maria ( ex Cape Pioneer ) to EDF Trading, which is expected to take place in May 2010. The charter is for an initial term of eight years, with an option for the charterer to extend the term to ten years, at a minimum gross daily charter rate of $19,500 per day, with profit sharing arrangements pursuant to which we are entitled to additional payments equal to 35% of the amount by which the Baltic Cape 4TC Index (less 3.75%) exceeds this minimum charter rate level.

              We have also obtained indicative terms from EDF Trading for two additional charters, on the same terms as the charter for the Cape Maria (ex Cape Pioneer) , except that the minimum gross daily charter rate which will be $20,000 per day. The principal condition to entry into such charters is our acquisition of drybulk carriers meeting the charterer's specifications, which are for Capesize drybulk carriers of at least 177,000 dwt that were built in 2005 or more recently.

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Future Results of Operations

              We do not expect to have any revenues until at least one of our vessels is delivered and the vessel commences performance under its charter, after which time our revenues will consist primarily of charterhire. Our ongoing cash expenses are expected to consist of fees and reimbursements under our Management Agreement, interest expense and loan amortization, other expenses directly related to the operation of our vessels and certain administrative expenses.

              We expect that our financial results will be largely driven by the following factors:

•

the number of vessels in our fleet and their charter rates;



•

the number of days that our vessels are utilized and not subject to drydocking, special surveys or otherwise off-hire; and



•

our ability to control our fixed and variable expenses, including our ship management fees, our operating costs and our general, administrative and other expenses, including insurance. Operating costs may vary from month to month depending on a number of factors, including the timing of purchases of lube oil, crew changes and delivery of spare parts.

Lack of Historical Operating Data for Secondhand Vessels before their Acquisition

              Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, there is no historical financial due diligence process when we acquire secondhand vessels. Historical operating data for acquired vessels is not material to our decision to make acquisitions, nor do we believe such information would be helpful to potential investors in our common stock in assessing our business or profitability. Most vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel's classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller's technical manager and the seller is automatically terminated and the vessel's trading certificates are revoked by its flag state following a change in ownership. Accordingly, we do not obtain the historical operating data for the acquired vessels from the sellers.

              Consistent with shipping industry practice, we treat the acquisition of a vessel (whether acquired with or without charter) as the acquisition of an asset rather than a business. We believe that, under the applicable provisions of Rule 11-01(d) of Regulation S-X under the Securities Act, the acquisition of our vessels does not constitute the acquisition of a "business" for which historical or pro forma financial information would be provided pursuant to Rules 3-05 and 11-01 of Regulation S-X. Although vessels are generally acquired free of charter, we may, in the future, acquire vessels with existing time charters. We view acquiring a vessel that has been entered in a spot market related pool, whether through a pooling agreement or pool time charter arrangement, as equivalent to acquiring a vessel that has been on a voyage charter. Where a vessel has been under a voyage charter, the vessel is delivered to the buyer free of charter, and it is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer's consent and the buyer's entering into a separate direct agreement with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter because the charter is a separate service agreement between the vessel owner and the charterer.

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              When we purchase a vessel and assume or renegotiate a related time charter, we must take the following steps before the vessel will be ready to commence operations:

•

obtain the charterer's consent to us as the new owner;



•

obtain the charterer's consent to a new technical manager;



•

obtain the charterer's consent to a new flag for the vessel;



•

arrange for a new crew for the vessel;



•

replace all hired equipment on board, such as gas cylinders and communication equipment;



•

negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;



•

register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;



•

implement a new planned maintenance program for the vessel; and



•

ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.

              The following discussion is intended to help you understand how acquisitions of vessels affect our business and results of operations.

              Our business is comprised of the following main elements:

•

employment and operation of our vessels; and



•

management of the financial, general and administrative elements involved in the conduct of our business and ownership of our vessels.

              The employment and operation of our vessels require the following main components:

•

vessel maintenance and repair;



•

crew selection and training;



•

vessel spares and stores supply;



•

contingency response planning;



•

on board safety procedures auditing;



•

vessel insurance arrangement;



•

vessel chartering;



•

vessel hire management;



•

vessel surveying; and



•

vessel performance monitoring.

              The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following main components:

•

management of our financial resources, including banking relationships, i.e ., administration of bank loans and bank accounts;



•

management of our accounting system and records and financial reporting;



•

administration of the legal and regulatory requirements affecting our business and assets; and



•

management of the relationships with our service providers and customers.

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              The principal factors that affect our profitability and cash flows include:

•

rates and periods of charterhire;



•

levels of vessel operating expenses;



•

depreciation expenses;



•

financing costs; and



•

fluctuations in foreign exchange rates.

Revenues

Voyage Revenues

              Voyage revenues will be driven primarily by the number of vessels in our fleet, the number of voyage days and the amount of daily charter hire that our vessels earn under charters, which, in turn, are affected by a number of factors, including the level of demand and supply in the seaborne transportation industry; the age, condition and specifications of our vessels; the duration of our charters; our decisions relating to vessel acquisition and disposals; the amount of time that we spend positioning our vessels; and the amount of time that our vessels spend in drydock undergoing repairs and the amount of time required to perform necessary maintenance or upgrade work.

              Period charters refer to both time charters and bareboat charters. Vessels operating on time charters provide more predictable cash flows over the period of the charter, but can yield lower revenues than vessels operating in the spot charter market during periods characterized by favorable charter market conditions. Vessels operating in the spot charter market generate revenues that are less predictable. Such vessels may enable their owners to capture increased revenues during periods of improvements in charter rates but may also expose their owners to the risk of declining charter rates, which may have a materially adverse impact on their financial performance. If we employ vessels on period charters, future spot charter rates may be higher or lower than the rates at which we have employed our vessels on period charters. To the extent our time charters contain profit sharing provisions, as is the case with the charters for our four contracted Suezmax tanker newbuildings and the Cape Maria (ex Cape Pioneer) , as well as the indicative terms we have obtained for two additional Capesize drybulk carrier charters, we will be entitled to receive a specified percentage of the amount by which the specified charter rate index exceeds the fixed daily charter rates set forth in such charters.

Commissions

              We will pay commissions on our already arranged charters, as well as time and spot charters we enter into in the future, to affiliated entities, unaffiliated ship brokers, other brokers associated with our charterers and to our charterers. These commissions are directly related to our revenues, from which they are deducted. We expect that the amount of our total commissions to unaffiliated ship brokers and unaffiliated in-house brokers will grow as the size of our fleet grows and revenues increase following the delivery of our four contracted newbuildings and as a result of additional vessel acquisitions. These commissions do not include fees we pay to our Manager, which are described under "—Management Fees."

Voyage Expenses

              We will charter our vessels primarily through period time charters, as well as possibly trip time charters, under which the charterer is responsible for most voyage expenses, such as the cost of bunkers, port expenses, agents' fees, canal dues, extra war risks insurance and any other expenses related to the cargo. We will be responsible for the remaining voyage expenses such as draft surveys, hold cleaning, postage and other minor miscellaneous expenses related to the voyage. We generally will not employ our vessels on voyage charters under which we would be responsible for all voyage expenses; therefore we do not expect to incur substantial voyage expenses or to experience material changes to our voyage expenses.

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Vessel Operating Expenses

              Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes, regulatory fees, management fees and other miscellaneous expenses. Factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market premiums for insurance, may also cause these expenses to increase. In addition, a substantial portion of our vessel operating expenses, primarily crew wages, will be in currencies other than the U.S. dollar and any gain or loss we incur as a result of the U.S. dollar fluctuating in value against these currencies will be included in vessel operating expenses. We will fund our Manager monthly in advance with amounts it will need to pay our fleet's vessel operating expenses.

Depreciation

              We will depreciate our vessels on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of their initial delivery from the shipyard for our tankers. We anticipate that we would depreciate any drybulk carriers we acquire on the same basis. Depreciation is based on the cost of the vessel less the estimated residual scrap values, estimated on the basis of $250 per lightweight ton.

Management Fees

              Pursuant to the Management Agreement that we intend to enter into prior to the completion of this offering with our Manager, our Manager will provide us and our subsidiaries with technical, administrative, commercial and certain other services for an initial term expiring on June 30, 2017, with automatic renewals for up to three additional seven and one-half-year terms, unless we or our Manager provides notice of non-renewal six months prior to the end of the then-current term. Under our Management Agreement, in return for providing technical, commercial and administrative services, our Manager will receive a fee of $750 per vessel per day commencing upon delivery of a vessel to us. This fee will be $350 per day for vessels that are deployed on bareboat charters. Our Manager will also receive a fee of 1.25% on all gross freight, charter hire, ballast bonus and demurrage with respect to each vessel in our fleet. Further, our Manager will receive a commission of 1.0% based on the contract price of any vessel bought or sold by it on our behalf, including upon delivery to us of each of the three secondhand vessels we have agreed to acquire. For providing administrative services, our Manager will receive a fee of $20,000 per month. We will pay our Manager a fee of $7,500 per vessel per month for the on-premises supervision of each of the newbuildings we in the future agree to acquire, pursuant to shipbuilding contracts, memoranda of agreement, or otherwise, including our currently contracted vessels. The management fees will be fixed through December 2011, subject to adjustment quarterly based on the deviation from a Euro/dollar exchange rate of €1.00:1.45, as published by Fortis Bank Nederland N.V. two days prior to the end of the previous calendar quarter. After December 31, 2011, these fees will be adjusted every year by agreement between us and our Manager. In addition to customary termination rights as described in "Our Manager and Management Related Agreements", we will have the right, upon the approval of two-thirds of our board of directors, to terminate the Management Agreement at any time after June 2017 upon six months' notice, in which case our Manager would be entitled to receive a lump sum termination payment, generally calculated as three times the average annual management fees payable to our Manager for the last three completed years of the term of the Management Agreement.

              We expect that the Management Agreement will increase the management fees payable to Empire Navigation in 2010 as a result of the anticpated expansion of our operations following this offering. Based on a fleet comprised of the seven vessels we have agreed to acquire, and assuming that they are delivered to us on the expected schedule and deployed as described in this prospectus, we estimate that the total fees payable to Empire Navigation in 2010 will be approximately $3.1 million, including $1.9 million related to the 1.0% purchase commission payable based on the contracted price of three secondhand vessels.

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              Empire Navigation is currently contracted to provide the commercial and technical management of each of our four contracted Suezmax tankers under individual vessel management agreements, each dated November 1, 2009, that our applicable subsidiaries have entered into with Empire Navigation. We intend to terminate these vessel management agreements effective upon entry into the Management Agreement described in the preceding paragraph. Services commenced on March 1, 2010 under each of these vessel agreements, which are subject to termination upon two months' notice by either us or Empire Navigation. Each of the vessel management agreements may also be terminated upon default by us or Empire Navigation, termination of the corresponding shipbuilding contract or transfer of such contract to a third party, sale of the applicable vessel after delivery to us, the actual or constructive loss of the applicable vessel or the bankruptcy, winding up or similar event affecting us, our relevant subsidiary or Empire Navigation. Pursuant to these management agreements, we are obligated to pay Empire Navigation a management fee of $7,500 per vessel per month prior to delivery of the respective vessels and $22,500 per vessel per calendar month after delivery to us of the respective vessel. The post-delivery monthly fee would increase by 2.0% per annum. Under these vessel management agreements, Empire Navigation also is entitled to receive a fee of 1.25% on all gross freight, charter hire, ballast bonus and demurrage with respect to each vessel in our fleet, including each of our four contracted Suezmax tankers. We have also entered into an Agreement for Plan Approval Services, dated August 15, 2009, with Empire Navigation, under which we are obligated to pay an aggregate of €100,000 to Empire Navigation for services provided in respect of our four contracted Suezmax newbuildings during the period until two months prior to commencement of their construction. As of December 31, 2009, $24,538 was due to Empire Navigation Inc. under our Agreement for Plan Approval Services.

              In 2008 and in 2009, we incurred $224,089 and $336,000, respectively, in management fees under agreements with Quest Maritime Enterprises SA, which is owned by Stamatis Molaris, our Chief Executive Officer, and Hans J. Mende, one of our Sponsors and a member of our Board of Directors. Of these management fees, $173,000, in 2008, and $245,500, in 2009, were deemed compensation to our Chief Executive Officer.

              The management fees do not cover expenses such as voyage expenses, vessel operating expenses, maintenance expenses, crewing costs, insurance premiums, commissions and certain public company expenses such as directors and officers' liability insurance, legal and accounting fees and other similar third party expenses, which are reimbursable by us under our management agreements.

General and Administrative Expenses

              As a private company, we did not pay any direct compensation to our directors or officers. A portion of the management fees we incurred under agreements with entities affiliated with our Chief Executive Officer were, however, deemed to constitute compensation to our Chief Executive Officer as described above.

              After the completion of this offering we will be a public company and we expect to incur additional general and administrative expenses going forward as a public company. We expect that the primary components of general and administrative expenses will consist of the expenses associated with being a public company, which include the preparation of disclosure documents, legal and accounting costs, incremental director and officer liability insurance costs, director and executive compensation and costs related to compliance with the Sarbanes-Oxley Act of 2002.

Special or Intermediate Survey and Dry-docking Costs

              We will expense costs for special or intermediate survey and dry-docking costs as incurred during the period in which they were incurred.

Interest Expense and Other Finance Costs

              We incurred interest expense on outstanding indebtedness under our credit facility of $2.6 million in 2008 and $3.9 million during the year ended December 31, 2009, which we capitalized

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and included in "Advances for vessels under construction" on our balance sheet. We also incurred financing costs of $1.1 million in 2008 in connection with establishing this credit facility, which costs were also capitalized and were amortized over the original term of the credit facility and included in "Advances for vessels under construction" on our balance sheet. We will incur in the future additional interest expense, which we will expense as incurred to the extent the associated indebtedness does not relate to vessels under construction, on our outstanding borrowings and future borrowings. We will also incur financing costs in connection with establishing new credit facilities. See "—New Credit Facilities."

              For a description of our existing credit facility please read "—Existing Credit Facility."

Cancellation Costs

              We entered into agreements with a South Korean shipyard for the cancellation of contracts for the construction of five additional Suezmax tankers, which we had entered into in June 2008, for a total fee of $37.5 million. These cancellation agreement became effective on March 17, 2010. This cancellation fee will be settled by the shipyard retaining $7.0 million per cancelled contract from our previously paid installments with the remaining $2.5 million payable with the delivery and acceptance of our four remaining contracted Suezmax tanker newbuildings. The aggregate cancellation fee of $37.5 million is included as "Cancellation costs" in our statement of operations. Initial expenses related to the costs capitalized for the five cancelled contracts amounting to $2.9 million were written-off in the year ended December 31, 2009, thereby, reducing the amount of "Advances for vessels under construction" on our balance sheet. Please read "Business—Newbuilding Contract Cancellations."

Stock-Based Compensation

              Under the fair value recognition provisions of SFAS No. 123R, Share-Based Payment ("SFAS No. 123R"), stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period. In accordance with SFAS 123R, we calculate the total compensation expense for an award based on its fair value on the grant date and amortize the total compensation on a straight-line basis over the vesting period of the award.

              Upon the consummation of this offering, we intend to grant an aggregate of 325,000 shares of restricted stock to our Chief Executive Officer and Chief Financial Officer, vesting ratably over a four-year period. In respect of these restricted stock grants we expect to recognize compensation expense in an amount of $6,500,000, based on an assumed public offering price of $20.00 per share, which is the midpoint of the price range on the cover of this prospectus, over a period of four years, according to the contractual terms of those restricted share awards. We will measure the cost of employee services received in exchange for these restricted shares based on the fair value of the award at the date of grant, which is equal to the price we receive as consideration for each share issued in this offering.

Results of Operations

              From our inception on May 23, 2008 to December 31, 2009, we were engaged in certain limited operations relating to contracting for the construction of Suezmax tankers.

Period from January 1, 2009 to December 31, 2009 compared to period from May 23, 2008 (inception) to December 31, 2008

              During the year ended December 31, 2009, we incurred a net loss of $41.3 million, reflecting primarily cancellation costs of $40.4 million associated with the cancellation of newbuilding contracts for five Suezmax tankers, as well as management fees of $336,000, general and administrative fees of $342,267 and professional fees of $185,682, compared to a net loss of $804,650 for the period from May 23, 2008 (inception) to December 31, 2008, reflecting primarily management fees of $224,089, professional fees of $558,238 and general and administrative expenses of $23,470 relating to the establishment of our company and entry into newbuilding contracts for nine Suezmax tankers and our

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existing credit facility, offset in part by $1,147 of interest income earned on funds from capital contributions by our stockholders that were held in interest bearing bank accounts.

Liquidity and Capital Resources

              As of December 31, 2009 we had cash and cash equivalents of $99,740, restricted cash of $6.5 million and $111.6 million of outstanding indebtedness, all of which indebtedness is repayable on December 31, 2010; however, if the due date of the next installment payment under a shipbuilding contract for any of our Suezmax tanker newbuildings (which will be payable within three business days of confirmation that the first block of the keel has been laid for the applicable vessel) falls prior to December 31, 2010, the amount of debt attributable to each such Suezmax tanker is payable at the same time as such installment payment. As of December 31, 2009, we had no additional borrowing capacity under our existing credit facility. These matters raise substantial doubt about our ability to continue as a going concern.

              Our working capital requirements relate to the acquisition and operation of our fleet and debt service. Our operating cash flows will be generated from charters on our vessels. We have over $390 million of aggregate contracted net revenues, exclusive of profit sharing, under the seven-year time charters for our four contracted Suezmax tanker newbuildings, which are scheduled to be delivered to us between May 2011 and September 2011, and over the minimum eight-year term for the Capesize drybulk carrier we have agreed to acquire, which we expect to be delivered to us in May 2010. We expect that the proposed charters for two additional Capesize drybulk carriers we intend to acquire to generate over $110 million of aggregate net revenues, exclusive of profit sharing, over their minimum eight-year terms, in each case assuming the accuracy of our estimates for each vessel of an average of five off-hire days per year and 25 off-hire days for drydocking every five years and performance by our counterparties throughout the term of the charters. We have not yet, however, begun to generate revenues and, as all of our outstanding indebtedness under our existing credit facility is repayable no later than December 31, 2010, our working capital deficit as of December 31, 2009 was $106.8 million.

              We anticipate that the proceeds from this offering and the concurrent sale of common stock to our existing stockholders and internally generated cash flows, including from the operation of any vessels we acquire and operate during 2010, will be sufficient to fund our operations, including our working capital requirements, until December 2010. In order to refinance our existing credit facility, which matures no later than December 31, 2010, and to fund our capital expenditure requirements in 2011, when the final installment payments on our four contracted newbuildings are due, we will require additional borrowings under new credit facilities for which we have entered into commitment letters, and capital contributions from our existing stockholders or other sources of financing. We intend to repay in full and retire our existing credit facility with borrowings under the new $135.0 million credit facility for which we have entered into a commitment letter, together with funds released from the collateral account to be associated with our new credit facilities, immediately after entering into such new credit facility. Although we have entered into commitment letters for a new senior credit facility in an amount of up to $301.0 million and a new $74.0 million subordinated credit facility, as well as a commitment letter for a $135.0 million credit facility (which borrowings under the $301.0 million and $74.0 million credit facilities will have to be used to refinance) (see "—New Credit Facilities" below), there can be no assurance that we will enter into definitive agreements for such credit facilities and unless we are successful in obtaining debt financing, we may not be able to complete the acquisitions of the three secondhand vessels we have agreed to acquire and the four Suezmax tanker newbuildings for which we have construction contracts. If we fail to complete these transactions for any reason, we would lose the advances already paid for the four Suezmax tanker newbuildings, which amount to approximately $131.0 million, as of December 31, 2009, after applying agreed credits of $57.2 million from installment payments made under construction contracts that we have agreed to cancel, and we may incur additional liability, including for breaches of our newbuilding construction contracts, and costs.

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              These circumstances raise substantial doubt about our ability to continue as a going concern, as reflected by our independent registered public accounting firm issuing its opinion with an explanatory paragraph in connection with our financial statements included elsewhere in this prospectus that expresses substantial doubt about our ability to continue as a going concern, and our management has taken a number of steps to mitigate these concerns by seeking to procure additional financing. Our management believes that such steps, which include seeking to refinance our existing debt and to raise additional capital as described below, will be sufficient to provide us with the ability to continue our operations. Our auditors have advised us that, upon the consummation of this offering, they will be able to issue a new opinion that does not express substantial doubt about our ability to continue as a going concern.

              We intend to use approximately $155.6 million of the net proceeds from this offering to fund a portion of the $190.6 million aggregate purchase price for the three secondhand vessels we have agreed to acquire, approximately $14.4 million of the net proceeds of this offering to fund a portion of the $238.8 million remaining purchase price for our four contracted Suezmax tanker newbuildings, and the remaining proceeds of this offering to fund a portion of the purchase price for additional tankers and drybulk carriers, which we have not yet identified. We intend to fund the balance of the purchase price for the seven vessels we have agreed to acquire, and the $2.5 million aggregate remaining balance of the cancellation fee for five cancelled newbuilding contracts, with borrowings under new credit facilities, for which we have entered into commitment letters, and with proceeds from the sale of shares of our common stock to our existing stockholders for $62.0 million, which we expect to consummate concurrently with this offering. We have entered into commitment letters for a new senior credit facility in an amount of up to $301.0 million and a new $74.0 million subordinated credit facility, as well as a commitment letter for a $135.0 million credit facility. We will be required to use borrowings under the $301.0 million senior credit facility and $74.0 million subordinated credit facility to refinance amounts borrowed under the $135.0 million credit facility. Borrowings under such new $135.0 million credit facility, together with funds released from the collateral account to be associated with our new credit facilities, will be used to repay all of our $111.6 million of outstanding indebtedness under our existing credit facility as described below under "—Existing Credit Facility."

              During the period between entering into the $135.0 million credit facility, for which we have entered into a commitment letter, and the delivery of the Suezmax tanker newbuildings financed thereby, we will be required to maintain a collateral account with the lenders under such credit facility, in an initial amount of $66.5 million. The $66.5 million in that account will be reduced over time as we make non-debt financed payments for the four Suezmax tanker newbuildings and repayments under our existing credit facility until the newbuildings are delivered (or, if earlier, September 30, 2010) at which time amounts outstanding under the $135.0 million pre-delivery secured credit facility will be repaid and the remaining amounts in such account will be released. We expect to fund this account with the $6.5 million in restricted cash pledged as collateral under the terms of our existing credit facility and a portion of the proceeds from the sale of $62.0 million of shares of our common stock to our existing stockholders.

              In view of the matters described in the preceding paragraphs, recoverability of a major portion of the recorded assets shown in the accompanying balance sheet is dependent upon our continued operations, which is in turn is dependent upon our ability to meet our operating and debt service requirements. There is no assurance that raising new indebtedness or raising new equity capital can be achieved on a timely basis or on satisfactory terms, if at all. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence.

              Our dividend policy will also impact our future liquidity position. The declaration and payment of dividends, if any, will be subject to the discretion of our Board of Directors, the requirements of Marshall Islands law and restrictions in our future loan agreements. In particular, our new credit facilities, for which we have entered into commitment letters, will contain provisions limiting the amount we are permitted to pay as dividends to 50% of our net income for any fiscal year and

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prohibiting the payment of dividends if an event of default has occurred or, after giving effect to the payment of the dividend, we would be in breach of any covenant under the applicable credit facility. See "Our Dividend Policy."

              During the year ended December 31, 2009, net cash used in operating activities was $0.9 million, net cash used in investing activities was $3.3 million, reflecting primarily installment payments for our newbuilding vessels and net cash provided by financing activities was $4.4 million, reflecting primarily additional capital contributions by our stockholders used to fund installment payments under our newbuilding contracts, offset in part by an increase in restricted cash related to our deposit of funds with BNP Paribas Fortis to secure our existing credit facility.

              During the period from May 23, 2008 (the date of our inception) to December 31, 2008, net cash used in operating activities was $262,836, net cash used in investing activities was $168.7 million, reflecting installment payments under newbuilding contracts for nine Suezmax tankers and net cash provided by financing activities was $169.0 million, reflecting primarily borrowings under our existing credit facility and capital contributions by our stockholders used to fund the installment payments under newbuilding contracts for nine Suezmax tankers.

Existing Credit Facility

              We and our subsidiaries, as joint and several borrowers, entered into a secured credit facility, dated June 23, 2008, as amended and supplemented on March 12, 2009, March 31, 2009, April 24, 2009 and October 27, 2009, with BNP Paribas Fortis (formerly known as Fortis Bank) and UniCredit Bank A.G. (formerly known as Bayerische Hypo-und Vereinsbank AG) as lenders, co-arrangers and co-underwriters, which we refer to in this section as the "Fortis credit facility," for a term loan of up to $111.6 million to partly finance installment payments under our construction contracts for Suezmax tanker newbuildings. We borrowed the full amount of $111.6 million on June 24, 2008.

              As of December 31, 2009, we had $111.6 million of outstanding indebtedness and no remaining borrowing capacity under the Fortis credit facility, which was secured by various security interests relating to our four newbuilding contracts with a South Korean shipyard, as described below, and our subsidiaries party to such contracts. The outstanding indebtedness of $111.6 million, as of December 31, 2009, is repayable in full on December 31, 2010; however, if the due date of the next installment payment under a shipbuilding contract for any of our Suezmax tanker newbuildings (which will be payable within three business days of confirmation that the first block of the keel has been laid for the applicable vessel) falls prior to December 31, 2010, the amount of debt attributable to each such Suezmax tanker ($27.9 million of outstanding debt as of December 31, 2009 was attributable to each Suezmax tanker newbuilding) is payable at the same time as such installment payment. Accordingly, the entire $111.6 million of our outstanding indebtedness could be payable prior to December 31, 2010 depending on when the first block of the keel is laid for each of our four Suezmax tankers. We currently expect that the first block of the keel will be laid in December 2010, December 2010, January 2011 and March 2011 for the Suez Topaz , the Suez Diamond, the Suez Jade and the Suez Pearl , respectively, in which case $55.8 million would be payable in December 2010 prior to December 31, 2010.

              The interest rate applicable to outstanding indebtedness under the Fortis credit facility was 1.6% over LIBOR until February 9, 2009, 2.5% over LIBOR thereafter until October 27, 2009 and 3.0% over LIBOR thereafter through the maturity of the Fortis credit facility. In addition, in the event of certain defaults by us under the Fortis credit facility, we would be obligated to pay a default interest rate of 2% per annum above the applicable interest rates described in the preceding sentence. We pay interest quarterly in arrears. We paid a fee of $0.9 million upon entering into the Fortis credit facility.

              In addition, we are obligated to pay to the lenders an exit fee of 10% of the "net asset value" of any of our four contracted Suezmax tanker newbuildings (subject to any deferral of payment by the lenders) within 30 days of the occurrence of any of the following: (i) sale of such vessel or the sale, novation, transfer or assignment of the shipbuilding contract relating to such vessel, (ii) the refinancing

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of the loan in whole or in part, unless the lenders were invited to participate in such a refinancing and chose not to participate at the senior debt level, (iii) the repayment of the loan in whole or in part (including at its maturity), (iv) the total loss of such vessel, (v) sale or transfer of any of the shares in any of the borrowers, (vi) cancellation, termination, rescission or suspension of a shipbuilding contract relating to such vessel, or (vii) acceleration of the loan. For these purposes, net asset value is defined as the higher of (A) the net sale proceeds received for the sale of such vessel, the amount of the loan refinanced or repaid, the total loss proceeds of such vessel actually received by us, the amount of consideration for the sale or transfer of shares in the relevant borrower or the net amount refunded by the builder or refund guarantor for cancellation, termination or rescission of the relevant shipbuilding contract; or (B) the market value of such vessel plus each of the amount of trade receivables associated therewith and any interest hedging gains attributable to each such vessel, minus the aggregate amount of debt which remains outstanding in respect of such vessel, net of one-quarter of the amount standing to the credit of the cash collateral account, the amount of interest hedging losses attributable to the relevant vessel/owner and any related fees, default interest and other costs and expenses which may have become due to the lenders and all amounts due to be paid by the owner of such vessel to the builder under the applicable shipbuilding contract. We do not expect this exit fee to be payable in connection with our intended repayment in full of all indebtedness outstanding under this credit facility with the borrowings under new credit facilities, for which we have entered into commitment letters, described below under "—New Credit Facilities," and funds to be released from a collateral account associated with such new credit facilities.

              We estimate that the exit fee liability will be $982,756 at December 31, 2010, which is the repayment date under the loan agreement, and will accrete over the term of the loan agreement within borrowings in our consolidated balance sheet. The related interest expense is capitalized and recorded in "Advances for vessels under construction" on our balance sheet. The carrying value of the exit fee liability at December 31, 2009 was $148,556.

              The Fortis credit facility contains covenants:

•

that prohibit any change in the ownership of our subsidiaries without the lenders' prior written consent;



•

that provide a right of first refusal to the co-arrangers, BNP Paribas Fortis and UniCredit Bank A.G., to arrange/underwrite up to 50% of the pre- and post-delivery financing of the vessels, provided that such financing is on equal or more favorable terms than other comparable offers;



•

that prohibit us from merging or demerging or undergoing any other form of reorganization, unless the surviving entity is not materially financially weaker and assumes all of our obligations under the credit facility and the related security documents; and



•

that subordinate our rights to the rights of the lenders under the credit facility and the security documents in the case of our subsidiaries' bankruptcy.

              The Fortis credit facility contains customary events of default, including for nonpayment of principal or interest, covenant breaches or material inaccuracy of a representation, as well as a cross-default in the event that any financial indebtedness of any of the borrowers, comprising us and our subsidiaries, exceeding $1,000,000 is not paid when due or becomes due as a result of an event of default or, due to such financial indebtedness, all or substantially all of their assets are under attachments for sums aggregating $1,000,000 or more.

              Our obligations under the Fortis credit facility are secured by pre-delivery security assignments of all right, title and interest of our subsidiaries in the shipbuilding contracts and the refund guarantees. Our existing stockholders have entered into letters of undertaking in favor of the co-arrangers setting out such stockholders' commitment to provide additional equity capital for the payment of the contract price installments under the shipbuilding contracts with a South Korean shipyard. We have also pledged the outstanding shares of each of our subsidiaries party to the four newbuilding contracts. In addition, we have pledged a $6.5 million cash collateral account as of November 2009 with BNP Paribas Fortis in Greece, and each subsidiary has assigned all rights, title and interest in the charters for the four Suezmax tankers to our lenders under this credit facility.

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New Credit Facilities

              We have signed commitment letters for three new secured term loans with BNP Paribas Fortis, on behalf of itself and the other committed lenders thereunder, providing for term loans to partially refinance our existing senior secured indebtedness and fund a portion of our planned and future vessel acquisitions. We will be required to use borrowings under the $301.0 million senior secured term loan and $74.0 million junior secured term loan, which are for post-delivery vessel financing, to refinance amounts borrowed under the $135.0 million credit facility, which will be available to finance pre-delivery installment payments for our four Suezmax tanker newbuildings and the repayment of a portion of the outstanding indebtedness under our existing credit facility.

              We will be required to maintain a collateral account, in an initial amount of $66.5 million, with our lenders during the period between entering into the $135.0 million secured term loan described below and the delivery of the Suezmax tanker newbuildings financed by such secured term loan. The $66.5 million in that account will be reduced over time as we make non-debt financed payments for the four Suezmax tanker newbuildings and repayments under our existing credit facility until the newbuildings are delivered (or, if earlier, September 30, 2010) at which time amounts outstanding under the $135.0 million pre-delivery secured credit facility will be repaid and the remaining amounts in such account will be released. We expect to fund the initial amount with the $6.5 million in restricted cash pledged as collateral under the terms of our existing credit facility and a portion of the proceeds from the sale of $62.0 million of shares of our common stock to our existing stockholders.

              Pre-Delivery Secured Term Loan.     The commitment letter we have entered into with BNP Paribas Fortis, on behalf of itself, UniCredit Bank A.G. (formerly known as Bayerische Hypo-und Vereinsbank AG) and Fortis Bank Nederland N.V., will, subject to the successful completion of this offering, provide us with a secured term loan of up to $135.0 million, in four tranches each in an amount equal to the lesser of $33.75 million and 36.27% of the acquisition cost or 100% of the charter-free market value of each of our four Suezmax tanker newbuildings, respectively. Borrowings under the loan will bear interest at an annual interest rate of LIBOR plus a margin of 4.00%. We will be required to repay the principal amounts drawn under each of the four tranches of this term loan in one lump sum payment per tranche upon delivery of the Suezmax tanker newbuilding securing such tranche, or, if earlier, September 30, 2011. We will also be required to prepay amounts under this term loan to the extent we make drawdowns, prior to maturity of this loan, under our new $301.0 million senior secured term loan and $74.0 million junior secured term loan, which are described below. The pre-delivery secured term loan will be secured by customary shipping industry collateral including, mortgages and second priority security relating to the three Capesize drybulk carriers to be chartered to EDF Trading in respect of which funds will be advanced and mortgages and first priority security relating to our four Suezmax tanker newbuildings, including first priority assignments of the time charter contracts for such vessels.

              This new secured term loan will contain financial covenants requiring us to:

•

maintain aggregate cash and cash equivalents of at least 7% of our total committed and outstanding debt during the first two years after the initial drawdown under the senior secured term loan and 5.5% thereafter;



•

ensure that our minimum market value adjusted net worth is at least $200.0 million;



•

ensure that our total liabilities will, at all times, be no more than 70% of the market value of our total market value adjusted assets; and



•

maintain an aggregate average fair market value, of (i) our four Suezmax tanker newbuildings, (ii) the Cape Maria (ex Cape Pioneer) and (iii) the two additional Capesize drybulk carriers (which we will have to identify and acquire) for which we have obtained indicative charter terms from EDF Trading, of not less than 115% of the aggregate

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outstanding amount under such facility and our new junior credit facility during the first three years after the initial drawdown under the facility and 120% of such amount thereafter.

              This secured term loan will also contain customary events of default, including those relating to cross-defaults to other indebtedness, non-compliance with security documents and cancellation of amendment of the time charters for the vessels securing the loan, as well as our failure to acquire the Cape Maria (ex Cape Pioneer) and two additional Capesize drybulk carriers, which we will have to identify and acquire, for which we have obtained indicative charter terms from EDF Trading for minimum eight-year time charters, by December 31, 2010. We will be permitted to pay dividends in amounts up to 50% of our net income for any fiscal year so long as an event of default has not occurred and we are not, and after giving effect to the payment of the dividend, in breach of any covenant.

              Senior Secured Term Loan.     The commitment letter we have entered into with BNP Paribas Fortis, on behalf of itself, UniCredit Bank A.G. (formerly known as Bayerische Hypo-und Vereinsbank AG), Fortis Bank Nederland N.V. and DVB Bank, will, subject to the successful completion of this offering, provide us with a senior secured term loan of up to $301.0 million, in seven tranches comprised of (i) three tranches each in an amount equal to the lesser of $35 million and 63.6% of the lesser of the acquisition cost or charter-free market value of a 2005-built or younger Capesize drybulk carrier to be chartered to EDF Trading, and (ii) four tranches each in an amount equal to the lesser of $49.0 million and 52.65% of the acquisition cost or 70% of the charter-free market value of each of our four Suezmax tanker newbuildings, respectively. We will be required to use borrowings under any tranche of this $301.0 million senior secured term loan to refinance proportionate amounts borrowed under the pre-delivery secured term loan facility described above and we will not be able to drawdown any such tranches while the proportionate amount of debt under the $135.0 million credit facility remains outstanding. Borrowings under the senior loan will bear interest at an annual interest rate of LIBOR plus a margin of 3.25%. Upon entering into the senior secured term loan, we will be committed to pay an arrangement fee of 1.25% of the loan amount and a commitment fee of 1.25% per annum payable quarterly in arrears on the committed but undrawn portion of the loan. We will be required to repay principal amounts drawn under the senior secured term loan in quarterly installments, together with a balloon payment on the final maturity date, which will be no later than December 31, 2018. The senior secured term loan will be secured by customary shipping industry collateral including, mortgages and other security relating to the three Capesize drybulk carriers to be chartered to EDF Trading and our four Suezmax tanker newbuildings in respect of which funds will be advanced, including first priority assignments of the time charter contracts for such vessels.

              Our new senior secured term loan will contain financial covenants requiring us to:

•

maintain aggregate cash and cash equivalents of at least 7% of our total committed and outstanding debt during the first two years after the initial drawdown under the senior secured term loan and 5.5% thereafter;



•

ensure that our minimum market value adjusted net worth is at least $200.0 million;



•

ensure that our total liabilities will, at all times, be no more than 70% of the market value of our total market value adjusted assets; and



•

maintain an aggregate average fair market value of our vessels securing both the senior secured term loan and junior secured term loan of not less than 115% of the aggregate outstanding amount under such facility and our new subordinated credit facility during the first three years after the initial drawdown under the facility and 120% of such amount thereafter.

              This senior secured term loan will also contain customary events of default, including those relating to cross-defaults to other indebtedness, non-compliance with security documents and

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cancellation of amendment of the time charters for the vessels securing the loan, as well as our failure to acquire the Cape Maria (ex Cape Pioneer) and two additional Capesize drybulk carriers, which we will have to identify and acquire, for which we have obtained indicative charter terms from EDF Trading for minimum eight-year time charters, by December 31, 2010. We will be permitted to pay dividends in amounts up to 50% of our net income for any fiscal year so long as an event of default has not occurred and we are not, and after giving effect to the payment of the dividend, in breach of any covenant.

              Junior Secured Term Loan.     The commitment letter we have entered into with BNP Paribas Fortis, on behalf of UniCredit Bank A.G. (formerly known as Bayerische Hypo-und Vereinsbank AG) and Fortis Bank Nederland N.V., will, subject to the successful completion of this offering, provide us with a junior secured term loan of up to $74.0 million, in four tranches each in an amount equal to the lesser of $18.5 million and, together with the senior tranche of $49.0 million, 72.53% of the acquisition cost or 100% of the charter-free market value of each of our four Suezmax tanker newbuildings, respectively. We will be required to use borrowings under any tranche of this $74.0 million junior secured term loan to refinance proportionate amounts borrowed under the $135.0 million credit facility described above and we will not be able to drawdown any such tranches while the proportionate amount of debt under the $135.0 million credit facility remains outstanding. Borrowings under the junior secured term loan will bear interest at an annual interest rate of LIBOR plus a margin of 5.00%. Upon entering into the junior secured term loan, we will be committed to pay an arrangement fee of 1.25% of the loan amount and a commitment fee of 1.60% per annum payable quarterly in arrears on the committed but undrawn portion of the loan. We will be required to repay principal amounts drawn under the credit facility in quarterly installments, together with a balloon payment on the final maturity date, which will be no later than December 31, 2018, with the lenders' right to such payments subordinated to the repayment rights of the lenders under our new $301.0 million senior secured term loan described above.

              Our junior secured term loan will contain substantially the same financial covenants, events of default, dividend restrictions and other terms and conditions as our new $301.0 million senior secured term loan described above. The junior secured term loan will be secured, subject to the security interests of the lenders under our new senior secured loan, by customary shipping industry collateral including, mortgages and other security relating to the three Capesize drybulk carriers to be chartered to EDF Trading and our four Suezmax tanker newbuildings in respect of which funds will be advanced, including second priority assignments of the time charter contracts for such vessels.

Quantitative and Qualitative Disclosure of Market Risk

Interest Rate Risk

              The seaborne transportation industry is a capital-intensive industry, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. We make interest payments under our credit facility, under which we had $111.6 million of outstanding indebtedness as of December 31, 2009, based on rates that fluctuate with LIBOR. Increasing interest rates could adversely impact future earnings. We expect to borrow additional amounts under the new credit facilities, for which we have entered into commitment letters, to repay the outstanding indebtedness under our existing credit facility and to fund a portion of the purchase price of our four contracted Suezmax tanker newbuildings, additional vessels which we have contracted to acquire and other vessels we may acquire as we grow our fleet.

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              Our interest expense will be affected by changes in the general level of interest rates. The following table sets forth the sensitivity of the indebtedness outstanding under our existing credit facility to a 100-basis point increase in LIBOR for 2010.

              As noted above, we expect to borrow additional debt to finance the balance of the purchase price of our contracted vessels and other vessels we may acquire as we grow our fleet. If such debt is advanced at a floating rate based on LIBOR, as expected, and we do not enter into an interest rate swap arrangement with respect to such debt, a 100-basis point increase in LIBOR would increase our interest expense by an amount equal to 1.00% of such additional indebtedness.

Foreign Exchange Rate Risk

              We will generate all of our revenues in dollars. We expect, however, to incur some of our expenses in other currencies, primarily the Euro. The amount and frequency of some of these expenses (such as vessel repairs, supplies and stores) may fluctuate from period to period. Depreciation in the value of the dollar relative to other currencies increases the dollar cost to us of paying such expenses. The portion of our expenses incurred in other currencies could increase in the future, which could expand our exposure to losses arising from currency fluctuations. We do not currently intend to use financial derivatives to mitigate the risk of exchange rate fluctuations.

Capital Expenditures

              Our currently planned capital expenditures relate to the purchase of our vessels that we have agreed to acquire and any additional vessels we identify for acquisition, as well as the projected schedule of dry-docking for such vessels. We intend to use approximately $155.6 million of the net proceeds from this offering to fund a portion of the $190.6 million aggregate purchase price for the three secondhand vessels we have agreed to acquire and approximately $14.4 million of the net proceeds of this offering to fund a portion of the $238.8 million remaining purchase price for our four contracted Suezmax tanker newbuildings, and the remaining proceeds of this offering to fund a portion of the purchase price for additional tankers and drybulk carriers, which we have not yet identified. We intend to fund the balance of the purchase price for the seven vessels we have agreed to acquire with borrowings under new credit facilities, for which we have entered into commitment letters, and with proceeds from the sale of shares of our common stock to our existing stockholders for $62.0 million, which we expect to consummate concurrently with this offering. We have entered into commitment letters for a new senior credit facility in an aggregate amount of up to $301.0 million and a new $74.0 million subordinated credit facility, as well as a commitment letter for a new $135.0 million credit facility to finance pre-delivery installment payments for our four Suezmax tanker newbuildings and the repayment of a portion of the outstanding indebtedness under our existing credit facility. We will be required to use borrowings under the $301.0 million senior credit facility and $74.0 million subordinated credit facility to refinance amounts borrowed under the $135.0 million credit facility. Our operating cash flows will be generated from charters on our vessels.

Inflation

              Our management does not consider inflation to be a significant risk to direct expenses in the current and foreseeable economic environment.

Off-Balance Sheet Arrangements

              As of the date of this prospectus, we do not have any off-balance sheet arrangements.

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Contractual Obligations

              The following table presents our contractual obligations as of December 31, 2009:

Critical Accounting Policies

              Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have

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described below what we believe will be our most critical accounting policies because they generally involve a comparatively higher degree of judgment in their application.

Impairment of long-lived assets

              We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. With regard to the vessels under construction, including the associated deposits paid, we evaluate the carrying value of the vessels under construction, the remaining obligations under the relevant construction agreements and the period over which the vessels are estimated to be depreciated to determine whether events have occurred which would require modification to their carrying values. We review certain indicators of potential impairment, such as undiscounted projected operating cash flows expected from the future operation of the vessels. At this time we assess that the four vessels under construction will not operate at a loss. As such, we are not aware of any indicators which would require an impairment charge to the carrying value of the vessels.

Recent Accounting Pronouncements

              In December 2007, new guidance established accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent's ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The new guidance also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The above-mentioned guidance was effective for fiscal years beginning after December 15, 2008, and was adopted by us in the first quarter of 2009. The adoption of the new guidance did not have a material impact on our consolidated financial statements.

              In January 2009, we adopted guidance which significantly changed the accounting for and reporting of business combination transactions. This guidance was effective for us for business combination transactions for which the acquisition date was on or after January 1, 2009. No business combination transactions occurred during the year ended December 31, 2009.

              In April 2009, new guidance was issued for interim disclosures about fair value of financial instruments, which amends previous guidance for disclosures about fair value of financial instruments to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The guidance also requires those disclosures in summarized financial information at interim reporting periods. The new guidance is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of the above mentioned guidance did not have an impact on our consolidated financial statements.

              In May 2009, new guidance was issued relating to management's assessment of subsequent events. The new guidance (i) clarifies that management must evaluate, as of each reporting period ( i.e . interim and annual), events or transactions that occur after the balance sheet date "through the date that the financial statements are issued or are available to be issued," (ii) does not change the recognition and disclosure requirements in AICPA Professional Standards, for Type I and Type II subsequent events; however, the guidance refers to them as recognized (Type I) and non-recognized subsequent events (Type II), (iii) requires management to disclose, in addition to other disclosures, the date through which subsequent events have been evaluated and whether that is the date on which the financial statements were issued or were available to be issued and (iv) indicates that management should consider supplementing historical financial statements with the pro forma impact of non-recognized subsequent events if the event is so significant that disclosure of the event could be best

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made through the use of pro forma financial data. The new guidance is effective prospectively for interim or annual financial periods ending after June 15, 2009. Adoption of the above mentioned guidance in the interim financial statements for the year ended December 31, 2009 did not have a significant impact on our consolidated financial statements.

              In June 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (collectively, the "Codification"), which became the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. The Codification's content carries the same level of authority, effectively superseding previous guidance. In other words, the GAAP hierarchy was modified to include only two levels of GAAP: authoritative and nonauthoritative. The guidance is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We adopted the new guidance for the year ended December 31, 2009. Our adoption of the Codification did not have an impact on our consolidated financial statements.

              In June 2009, new guidance was issued with regards to the consolidation of variable interest entities ("VIE"). This guidance responds to concerns about the application of certain key provisions of the FASB Interpretation, including those regarding the transparency of the involvement with VIEs. The new guidance revises the approach to determining the primary beneficiary of a VIE to be more qualitative in nature and requires companies to more frequently reassess whether they must consolidate a VIE. Specifically, the new guidance requires a qualitative approach to identifying a controlling financial interest in a VIE and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. In addition, the standard requires additional disclosures about the involvement with a VIE and any significant changes in risk exposure due to that involvement. The guidance is effective as of the beginning of the first fiscal year that begins after November 15, 2009 and early adoption is prohibited. We are evaluating the impact of this guidance on our consolidated financial statements.

              In August 2009, the FASB issued an accounting pronouncement that provides guidance on the measurement of liabilities at fair value. The guidance provides clarification for circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair value principles. The guidance is effective for the first interim or annual reporting period beginning after August 28, 2009. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.

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EXAMPLES OF AN INDICATIVE VESSEL ACQUISITION OPPORTUNITY

Indicative Analysis for Illustrative Purposes Only

              We have prepared the information set forth below to present an indicative analysis for the purpose of illustrating the variability of possible operating results and to outline the key calculations involved in the determination of vessel operating income. In the view of our management, the illustrative examples below were prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management's knowledge and belief, a reasonable indicative analysis of the acquisition of a modern Capesize drybulk vessel and a modern Suezmax tanker, respectively. However, these illustrations are not factual and should not be relied upon as being necessarily indicative of future results. Readers of this prospectus are cautioned not to place undue reliance on the illustrative examples shown below. We note that we do not intend to make, in the ordinary course of our business, public projections as to future revenues, earnings, or other results.

              Neither our independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, such information.

Summary and General Review of Indicative Analysis

              There are various factors that will affect whether and at what times we acquire vessels, but we currently have contracts for the construction of four modern, double-hull Suezmax tankers of 158,000 dwt, each of which we expect will be delivered to us between May and September 2011 and for which we have arranged seven-year time charters with Sanko Steamship, which contain profit sharing arrangements. We have also agreed to acquire a 2005-built Capesize drybulk carrier, which is expected to be delivered to us in May 2010, and to acquire, subject to the consummation of this offering or our waiver of such condition, two 2008-built, double hull Suezmax tankers, each with expected deliveries to us in May 2010. We intend to initially deploy the two 2008-built Suezmax tankers in the spot market, while we have arranged a minimum eight-year time charter, with profit sharing arrangements, with EDF Trading for the 2005-built Capesize drybulk carrier. We are also actively evaluating additional acquisition opportunities for secondhand tankers and drybulk carriers, including two Capesize drybulk carriers, for which we have obtained non-binding indicative terms from EDF Trading for minimum eight-year time charters, which could also contain profit sharing arrangements.

              We intend to identify and review a number of potential vessel acquisition opportunities in both the tanker and drybulk sectors as we grow our fleet. We expect that these vessels may have diverse circumstances including age, specification, construction location, construction quality and maintenance condition. In anticipation of our analysis and review related to our acquisition activity, we are currently monitoring and analyzing vessel acquisition opportunities in the tanker and drybulk markets and have presented below an indicative analysis of the acquisition of a modern Capesize drybulk carrier and a modern Suezmax tanker, respectively. Investors and potential investors should recognize that these markets and related markets, including the charter markets, in the past have had, and we expect in the future will have, significant fluctuations and that ship asset values, performance and charter rates will vary considerably. We also include in our analysis average spot earnings experienced by the industry over certain historic periods. Spot earnings are estimated as daily time charter equivalents ("TCEs") of voyage freight rates, and expressed in $/day on the voyage based on data provided by Drewry. In broad terms, estimated annual revenue is net of commissions and earnings are calculated by taking the total net revenue, less an assumed daily operating expense per vessel and depreciation expense. Certain factors are not accounted for in the earnings calculations, including certain corporate, general and administrative expenses.

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              Actual results from our intended vessel acquisitions are not predictable with any meaningful level of precision. The sensitivity tables shown below illustrate the variability of a range of possible results. Investors and potential investors should recognize that actual vessel values and spot market and charter rates could be materially worse than is outlined in the indicative sensitivity tables. Such adverse results could be driven by adverse changes in the factors considered in the indicative analysis, including charter rates, voyage expenses, operating expenses, and vessel utilization, as well as other factors, including those described above under "Risk Factors." Many of these factors are beyond our control.

Capesize Drybulk Carrier Example—Indicative Analysis Based on Operating Assumptions

              We have made the following operating assumptions related to this indicative acquisition:

•

The acquisition cost of the Capesize drybulk carrier is assumed to be $54.0 million. The actual purchase price of any Capesize drybulk carrier we acquire would depend on a number of characteristics including, but not limited to, the construction location and quality of the vessel, the age of the vessel, the vessel specifications, and the prevailing charter rates in the market.



•

We expect to use debt financing to fund a portion of the purchase price for vessels that we will acquire. Assuming the purchase price was financed with 60% debt, at an estimated interest rate of 4.5%, the annual interest expense would be $1.5 million. The following calculation of estimated operating income does not include any debt related expenses since debt service is not a component of operating income.



•

The Spot Market rate is assumed to be $61,078 per day, assuming it would follow the 5-year historical average spot market rate for modern Capesize drybulk carriers. Actual spot market rates are not predictable with any meaningful level of precision.



•

The Capesize vessel is assumed to be employed at a charter rate of $19,500 per day. The charter is structured so that the owner of the vessel is entitled to additional payments equal to 35% of the amount by which the Spot Market rate exceeds the contract rate of $19,500 per day.



•

The Capesize vessel's daily operating expenses are estimated to be $5,500 per day, based on our experience with similar vessels, as well as based on Drewry's average vessel operating expense data for Capesize drybulk carriers.



•

360 revenue days and 365 cost days a year (assumes 5 off-hire days per year) are assumed. No off-hire days related to dry-docking, or any additional drydocking expenses are assumed during the annual 365 day period.



•

Depreciation expense is assumed to be calculated on a straight-line basis at $2.0 million based on a depreciable life of 25 years, an acquisition cost of $54.0 million and a salvage value of $5.0 million based on 20,000 lightweight tons at $250 per lightweight ton.



•

Charter commissions are estimated at 2.5% of gross revenues, based on our experience, as well as information provided by Drewry.

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              The table below summarizes the estimates outlined in the text above and describes the calculation of estimated Vessel Operating Income for the illustrative Capesize acquisition example.

              The indicative sensitivity tables below uses the same assumptions described above and vary only the estimated spot earnings per day for a range of historical rates based on third-party industry data. The periods chosen have been selected to indicate average vessel earnings over longer term periods and in doing so reflect earnings during periods which have been subject to the normal freight market cycle. As such, these indicative tables illustrate the likelihood for volatility in vessel operating results. The first table describes a rate sensitivity for a vessel employed in the Spot Market, while the second table describes estimated annual revenue and estimated operating income for a Capesize vessel employed on a charter contract for $19,500 per day and a profit share arrangement for 35% of the amount over which the Spot Market exceeds $19,500.

Capesize Vessel Employed on the Spot Market (No Profit Sharing)
($ in millions, except Spot Rates which are shown as $/day)

Capesize Vessel Employed on Contract with a Charter Rate of $19,500 per day
and a 35% Profit Share Arrangement
($ in millions, except Spot Rates which are shown as $/day)

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Suezmax Tanker Example—Indicative Analysis Based on Operating Assumptions

              We have made the following operating assumptions related to this indicative acquisition:

•

The acquisition cost of the Suezmax tanker is assumed to be $68.3 million. The actual purchase price of any Suezmax tanker we acquire would depend on a number of characteristics including, but not limited to, the construction location and quality of the vessel, the age of the vessel, the vessel specifications, and the prevailing charter rates in the market.



•

We expect to use debt financing to fund a portion of the purchase price for vessels that we will acquire. Assuming the purchase price was financed with 60% debt, at an estimated interest rate of 4.5%, the annual interest expense would be $1.5 million. The following calculation of estimated operating income does not include any debt related expenses since debt service is not a component of operating income.



•

The Spot Market rate is assumed to be $40,557 per day, assuming it would follow the 5-year historical average spot market rate for modern Suezmax tankers. Actual spot market rates are not predictable with any meaningful level of precision.



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The Suezmax vessel is assumed to be employed at a charter rate of $35,400 per day. The charter is structured so that the owner of the vessel is entitled to additional payments equal to 50% of the amount by which the Spot Market rate exceeds the contract rate of $35,400 per day.



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The Suezmax vessel's daily operating expenses are estimated to be $7,500 per day, based on our experience with similar vessels, as well as based on Drewry's average vessel operating expense data for Suezmax tanker vessels.



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360 revenue days and 365 cost days a year (assumes 5 off-hire days per year) are assumed. No off-hire days related to dry-docking, or any additional drydocking expenses are assumed during the annual 365 day period.



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Depreciation expense is assumed to be calculated on a straight-line basis at $2.5 million based on a depreciable life of 25 years, an acquisition cost of $68.3 million and a salvage value of $6.3 million based on 25,000 lightweight tons at $250 per lightweight ton.



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Charter commissions are estimated at 4.75% of gross revenues, based on our experience, as well as information provided by Drewry.

              The table below summarizes the estimates outlined in the text above, explaining the calculation of estimated Vessel Operating Income for the Suezmax indicative example.