SEC Form POS AM filed by Star Bulk Carriers Corp.

As filed with the Securities and Exchange Commission on March 14, 2025

Registration No. 333-252808

Registration No. 333-234125

Registration No. 333-232765

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 TO:

Form F-3

REGISTRATION STATEMENT NO. 252808

Form F-3

REGISTRATION STATEMENT NO. 234125

Form F-3

REGISTRATION STATEMENT NO. 232765

UNDER

THE SECURITIES ACT OF 1933

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STAR BULK CARRIERS CORP.

(Exact name of Registrant as specified in its charter)

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Copies to:

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Approximate Date of Commencement of Proposed Sale of the Securities to the Public: Not Applicable

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

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

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the following registration statements on Form F-3 (each, a “Registration Statement” and collectively, the “Registration Statements”):

The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statements to reflect that no shares of Common Stock remain unsold pursuant to the Registration Statements and is terminating all offerings of its Common Stock pursuant to the Registration Statements. The Registrant believes that all shares of Common Stock covered by the Registration Statements were sold by the selling shareholders and/or any relevant contractual registration rights have terminated.

In accordance with an undertaking in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered under the Registration Statements but remain unsold at the termination of the offerings, the Registrant hereby removes from registration any and all securities of the Registrant that have been registered for issuance under the Registration Statements but remain unsold. The Registration Statements are hereby amended to reflect the termination of the offerings and the removal from registration of any and all securities of the Registrant that have been registered for issuance under the Registration Statements but remain unsold as of the date of this Post-Effective Amendment No. 1.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece, on March 14, 2025.

	STAR BULK CARRIERS CORP.
	By:	/s/ Petros Pappas
		Name	Petros Pappas
		Title	Chief Executive Officer

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly undersigned representative in the United States of the Registrant, has signed this Post-Effective Amendment No. 1 to the Registration Statements in the City of Newark, State of Delaware, on March 14, 2025.

	STAR BULK (USA) LLC
	By:	/s/ Hamish Norton
		Name:	Hamish Norton
		Title:	Officer