sc13ga106297sta_11302007.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1 )1
 

 Star Maritime Acquisition Corp.
 (Name of Issuer)
 
Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
 85516E107
 (CUSIP Number)
 
 November 30, 2007
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)
 
 
x
Rule 13d-1(c)

 
o
Rule 13d-1(d)
 
 

_______________
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
      The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    RCG Carpathia Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
    
    CO

2

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    RCG Crimson, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    PN

3

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    RCG Baldwin, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    PN

4

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    Ramius Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    OO

5

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    Ramius Securities, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    BD

6

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    Ramius Capital Group, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    IA, OO

7

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    OO

8

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    IN

9

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    IN

10

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    IN

11

CUSIP NO. 85516E107
 
1
NAME OF REPORTING PERSON
 
    Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
    0 shares
6
SHARED VOTING POWER
 
    0 shares
7
SOLE DISPOSITIVE POWER
 
    0 shares
8
SHARED DISPOSITIVE POWER
 
    0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0%
12
TYPE OF REPORTING PERSON
 
    IN

12

CUSIP NO. 85516E107
 
Item 1(a).
Name of Issuer:
 
Star Maritime Acquisition Corp., a Delaware corporation (the “Issuer”).
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
103 Foulk Road
Wilmington, Delaware 19803

Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship
 
Ramius Capital Group, L.L.C. (“Ramius Capital”)
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  Delaware
 
RCG Carpathia Master Fund, Ltd. (“Carpathia”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  Cayman Islands
 
RCG Crimson, LP (“Crimson”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  Delaware
 
RCG Baldwin, L.P. (“Baldwin”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  Delaware
 
Ramius Advisors, LLC (“Ramius Advisors”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  Delaware
 
Ramius Securities , L.L.C. (“Ramius Securities”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  Delaware
 
C4S & Co., L.L.C. (“C4S”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  Delaware
 
13

CUSIP NO. 85516E107
 
 
Peter A. Cohen (“Mr. Cohen”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  United States
 
Morgan B. Stark (“Mr. Stark”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  United States
 
Thomas W. Strauss (“Mr. Strauss”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  United States
 
Jeffrey M. Solomon (“Mr. Solomon”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship:  United States
 
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.0001 per share (the “Common Stock”)
 
Item 2(e).
CUSIP Number:
 
85516E107
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
/X/
Not Applicable
 
 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.
 
 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.
 
 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.
 
 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
 

14

CUSIP NO. 85516E107

 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
 
 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
 
 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership
 
As reported in the Issuer’s 8-K, filed with the Securities and Exchange Commission on November 30, 2007, the Issuer completed a merger, effective as of November 30, 2007, by which the Issuer merged with and into Star Bulk Carriers Corp. (“Star Bulk”) with Star Bulk as the surviving entity (the “Merger”).  Per the terms of the Merger all of the Issuer’s outstanding shares of Common Stock were exchanged for shares of common stock of Star Bulk.  As a result, the Reporting Persons no longer beneficially own any shares of Common Stock of the Issuer.
 
See Cover Pages Items 5–11.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit A to the Schedule 13G dated August 13, 2007.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable
 

15

CUSIP NO. 85516E107
 
 
Item 10.
Certifications.
 
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

16

CUSIP NO. 85516E107

SIGNATURE
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 10, 2007
 
RCG CARPATHIA MASTER FUND, LTD.
RAMIUS SECURITIES, L.L.C.
   
By:
Ramius Capital Group, L.L.C.,
By:
Ramius Capital Group,
 
L.L.C., its investment advisor
 
its sole member
By:
C4S & Co., L.L.C.,
By:
C4S & Co., L.L.C.,
 
as managing member
 
as managing member
   
RCG BALDWIN, L.P.
RCG CRIMSON, LP
   
By:
Ramius Advisors, LLC,
By:
Ramius Capital Group,
 
L.L.C., its investment advisor
 
its managing member
By:
Ramius Capital Group, L.L.C.,
By:
C4S & Co., L.L.C.,
 
its managing member
 
as managing member
By:
C4S & Co., L.L.C.,
 
 
as managing member
 
   
RAMIUS SECURITIES, L.L.C.
C4S & CO., L.L.C.
By:
Ramius Capital Group, L.L.C.,
 
 
its sole member
 
By:
C4S & Co., L.L.C.,
 
 
as managing member
 
   
RAMIUS CAPITAL GROUP, L.L.C.
 
   
By:
C4S & Co., L.L.C.,
 
 
as managing member
 
   
 
By:
/s/ Jeffrey M. Solomon
 
 
Name:
Jeffrey M. Solomon
 
 
Title:
Authorized Signatory
 
   
JEFFREY M. SOLOMON
   
     
/s/ Jeffrey M. Solomon
 
Individually and as attorney-in-
 
fact for Peter A. Cohen, Morgan B.
 
Stark and Thomas W. Strauss
 

 

17