As filed with the Securities and Exchange Commission on November 18, 2022

Registration No. 333-267545

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

FORM F-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Top Ships Inc.

(Exact name of Registrant as specified in its charter)

TOP Ships Inc.

1 Vas. Sofias and Meg. Alexandrou Str,

15124 Maroussi, Greece

Tel: +30 210 812 8180

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

With copies to:

Watson Farley & Williams LLP

Attn: Will Vogel, Esq.

250 West 55th Street

New York, New York 10019

(212) 922-2200

(Name, Address and telephone number of agent for service)

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, 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 post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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

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

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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form F-1 (File No. 333-267545) of TOP Ships Inc. (the “Registration Statement”) is being filed solely for the purpose of filing Exhibit 23.1 and to amend and restate the exhibit index set forth in Part II of the Registration Statement. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, the exhibit index, the signature pages, and Exhibit 23.1. The remainder of the Registration Statement is unchanged and therefore has been omitted.

Exhibit List

* Previously filed

** Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece on November 18, 2022.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on November 18, 2022 in the capacities indicated.

*Pursuant to Power of Attorney

By:   /s/ Evangelos J. Pistiolis

Evangelos J. Pistiolis

Attorney-in-Fact

AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of TOP Ships Inc., has signed this registration statement in the City of Newark, State of Delaware on November 18, 2022.