Table of Contents

Filed Pursuant to Rule 424(b)(1)
Registration No. 333-124952
and 333-125474

PROSPECTUS

12,240,000

Common Shares

We are offering 12,240,000 of our common shares. This is our initial public offering, and no public market currently exists for our common shares. The initial public offering price is $12.50 per common share. Our common shares have been approved for quotation on the Nasdaq National Market under the symbol “RAMS.”

Investing in our common shares involves a high degree of risk.

Please read “ Risk Factors” beginning on page 8.

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.

Delivery of the common shares is expected to be made on or about June 8, 2005. The underwriters have an option to purchase an additional 1,836,000 common shares from Rocket Marine Inc., or the selling shareholder, to cover over-allotments. We will not receive any proceeds from the sale of common shares by the selling shareholder.

Fortis Securities LLC

The date of this prospectus is June 3, 2005.

Table of Contents

Table of Contents

TABLE OF CONTENTS

Until June 28, 2005 (25 days after the date of this prospectus), all dealers that buy, sell or trade the common shares whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We have not authorized anyone to give any information or to make any representations other than those contained in this prospectus. Do not rely upon any information or representations made outside of this prospectus. This prospectus is not an offer to sell, and it is not soliciting an offer to buy, (1) any securities other than our common shares or (2) our common shares in any circumstances in which our offer or solicitation is unlawful. The information contained in this prospectus may change after the date of this prospectus. Do not assume after the date of this prospectus that the information contained in this prospectus is still correct.

Consent under the Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority for the issue and transfer of our common shares to and between non-residents of Bermuda for exchange control purposes, provided our common shares remain listed on an appointed stock exchange, which includes the Nasdaq National Market. This prospectus will be filed with the Registrar of Companies in Bermuda in accordance with Bermuda law. In granting such consent and in accepting this prospectus for filing, neither the Bermuda Monetary Authority nor the Registrar of Companies in Bermuda accepts any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.

i

Table of Contents

PROSPECTUS SUMMARY

This summary highlights information contained in this prospectus. Before investing in our common shares, you should read this entire prospectus carefully, including the section entitled “Risk Factors” and our financial statements and related notes, for a more complete understanding of our business and this offering. The information presented in this prospectus (1) gives effect to a bonus issue (equivalent of a share dividend) of 13.4773615 common shares per common share held by our principal shareholder, which occurred prior to the listing of our common shares and (2) assumes that the underwriters will not exercise their over-allotment option. Unless we specify otherwise, all references and data in this prospectus to our business, our vessels and our fleet refer to our fleet of twelve vessels, including two container vessels that we intend to acquire shortly after the closing of this offering. Unless we specify otherwise, all references in this prospectus to “we,” “our,” “us” and the “Company” refer to Aries Maritime Transport Limited and its subsidiaries. Please read “Glossary of Shipping Terms” included in this prospectus for definitions of certain terms that are commonly used in the shipping industry. Unless otherwise indicated, all references to “dollars” and “$” in this prospectus are to, and amounts are presented in, U.S. dollars.

Our Company

We are Aries Maritime Transport Limited, a Bermuda company incorporated in January 2005 as a wholly owned indirect subsidiary of Aries Energy Corporation, or Aries Energy. We are an international shipping company that owns products tankers and container vessels that subsidiaries of Aries Energy contributed to us in exchange for our common shares. In connection with that transaction, we assumed approximately $214 million of debt, which our subsidiaries incurred to acquire the vessels we now own. Our fleet currently consists of seven products tankers and three container vessels.

We have an option to re-acquire two additional container vessels from an affiliate of Aries Energy for a purchase price of $36.2 million per vessel (since February 21, 2005, the purchase price for each vessel has been and will continue to be reduced by $6,450 per day until the vessel is delivered). Aries Energy sold the vessels to that affiliate in December 2004 for an aggregate purchase price of $65 million following an agreement reached in October 2004. Our option expires on July 21, 2005. Because this offering will result in gross proceeds to us of at least $140 million, we will be required to exercise the option. We expect that the two container vessels will be delivered to us within 30 days of our exercise of the option. Assuming we exercise the option and take delivery of the two container vessels, our fleet will consist of seven products tankers with an aggregate capacity of approximately 391,124 dwt and five container vessels with an aggregate capacity of approximately 12,509 TEU.

Our Fleet

Our products tankers consist of four double-hulled MR tankers, two double-hulled Panamax tankers and one double-hulled Aframax tanker. Our products tankers are designed to transport several different refined petroleum products simultaneously in segregated, coated cargo tanks. These cargoes typically include gasoline, jet fuel, kerosene, naphtha and heating oil, as well as edible oils. The average age of our products tankers is approximately 7.8 years. All of our products tankers currently operate under long-term time charters with established charterers.

Our five container vessels (including the two vessels that we have the option to purchase) range in capacity from 1,799 to 2,917 TEU and have an average age of 15.6 years. Container vessels of this size can be used for major long-haul routes and as feeders in regional areas. As a result, we believe container vessels of this size have the flexibility of being used on more trade routes than larger or smaller size vessels. All of our container vessels are currently employed under long-term time charters with major container lines.

1

Table of Contents

The following table summarizes information about our fleet:

2

Table of Contents

Our long-term time charters have remaining periods ranging from approximately 1.3 years to 5.3 years, with an average of 3.2 years. Five vessels are chartered (or subchartered by the charterer) to state-owned companies, and the remaining vessels are chartered to established international companies.

We believe that industry-wide charter rates and vessel values are currently at high levels. Several of our charters were entered into before the recent increase in industry-wide charter rates. As a result, if charter rates stay at their currently high levels, we believe that our charter rates following renewal of our charters are likely to be accretive to our earnings; however, we cannot assure you that charter rates will not decline from their current high levels. Please read “Risk Factors—Industry Specific Risk Factors—Charter rates for products tankers and container vessels are at historically high levels and may decrease in the future, which may adversely affect our earnings,” and “Risk Factors—Company Specific Risk Factors—Our charterers may terminate or default on their charters, which could adversely affect our results of operations and cash flow” and “Business—Vessel Charters.”

Fleet Management

We have entered into separate ten-year ship management agreements with Magnus Carriers Corporation, or Magnus Carriers, an affiliate of ours, to provide management of each of our vessels. Magnus Carriers is an established ship management company that provides ship management services for affiliated companies, such as our company, as well as third parties, including commercial banks. Magnus Carriers and its affiliates have offices in Athens, Greece and London, England with 37 land-based administrative employees and employ more than 400 seafarers on approximately 18 vessels.

Under our ship management agreements, Magnus Carriers is responsible for all technical management of our vessels, including crewing, maintenance, repair, capital expenditures, drydocking, payment of vessel tonnage tax, maintaining insurance and other vessel operating activities. Under the ship management agreements, we will pay Magnus Carriers according to jointly-established budgeted vessel operating expenses, which initially will range between $4,400 and $5,100 per vessel per day and which will increase by 3% annually. These operating expense amounts will be subject to adjustment every three years. If actual expenses differ from budgeted amounts we will share equally in the costs or savings; however, we will be solely responsible for any increased costs related to improvements, structural changes or installation of new equipment which may be required by law or regulation.

We also use Magnus Carriers and its affiliates non-exclusively for commercial management, which includes finding employment for our vessels and identifying and developing vessel acquisition opportunities that will fit our strategy. We will pay Magnus Carriers a commercial management fee equal to 1.25% of any gross charterhire or freight we receive for new charters. Magnus Carriers will also supervise the sale of our vessels and the purchase of additional vessels in accordance with our instructions. We will pay Magnus Carriers 1% of the sale or purchase price in connection with a vessel sale or purchase that Magnus Carriers brokers for us. We may use third parties for commercial management services from time to time.

In addition, as long as Magnus Carriers is our fleet manager, Magnus Carriers and its principals have granted us a right of first refusal to acquire or charter any container vessels or any products tankers ranging from 20,000 to 85,000 dwt, which Magnus Carriers, its principals or any of their controlled affiliates may consider for acquisition or charter in the future.

3

Table of Contents

Our Competitive Strengths

We believe that we possess a number of competitive strengths, including:

Our Strategy

Our strategy is designed to generate stable cash flow from our existing operations while limiting our exposure to volatility in the shipping markets and to grow through acquisitions that we expect to be accretive to our cash flow. As part of our strategy, we intend to:

4

Table of Contents

Dividend Policy

We intend to pay quarterly dividends to the holders of our common shares in February, May, August and November of each year in amounts substantially equal to the charterhire received by us under the charters for our vessels during the preceding calendar quarter, less cash expenses for that quarter (principally vessel operating expenses and debt service) and any reserves our board of directors determines we should maintain. These reserves may cover, among other things, drydocking, repairs, claims, liabilities and other obligations, interest expense and debt amortization, acquisitions of additional assets and working capital.

On the basis of our existing operations, we intend to pay our first dividend, in the amount of $0.52 per share, in November 2005, which amount reflects the four-month period between June 1, 2005 and September 30, 2005.

The declaration and payment of any dividend is subject to the discretion of our board of directors. The timing and amount of dividend payments will depend on our earnings, financial condition, cash requirements and availability, the restrictions in our new senior secured credit agreement, the provisions of Bermuda law affecting the payment of dividends, and other factors. Because we are a holding company with no material assets other than the stock of our subsidiaries, our ability to pay dividends will depend on the earnings and cash flow of our subsidiaries and their ability to pay dividends to us. We cannot assure you that, after the expiration or earlier termination of our charters, we will have any sources of income from which dividends may be paid. For more information on our ability to pay dividends, please read “Dividend Policy.”

Our New Senior Secured Credit Agreement

We have entered into a new senior secured credit agreement with a group of international lenders, which will provide us with a $140 million term loan facility and a $150 million revolving acquisition facility. The term loan will mature four years from the closing date of this offering and the revolving facility will expire two years from the closing date of this offering. The outstanding principal under our term loan facility will be scheduled to be repaid in one payment of $140 million 48 months after the closing of this offering. We intend to use borrowings under the term loan, together with proceeds from this offering, to refinance the indebtedness that we assumed in connection with our acquisition of the first ten vessels in our fleet and to acquire the two additional vessels from an affiliate of Aries Energy. We may borrow amounts under the revolving acquisition facility from time to time until the second anniversary of the closing of this offering. Each borrowing under the revolving acquisition facility is scheduled to be repaid quarterly, beginning nine months following the acquisition of the vessel, except that principal repayment commences after 48 months if 60% of the principal of a revolving loan has been prepaid and repayment of up to 25% is accelerated if the acquired vessel is not chartered for a minimum of 12 months within six months of acquisition. All amounts borrowed under the revolving acquisition facility are required to be repaid no later than 48 months after the closing of this offering. We may only use borrowings under the revolving acquisition facility to fund the purchase price (and, with respect to new buildings, reasonable pre-delivery interest and inspection costs) of one or more additional vessels. We may be required to repay outstanding amounts under the credit agreement sooner if the collateral securing our obligations under the credit agreement decreases in value.

5

Table of Contents

The Offering⁽¹⁾

Principal Executive Office

Our principal executive office is located at 6 Posidonos Ave., Kallithea 176 74, Athens, Greece, and our telephone number is 011 30 210 946 7433.

6

Table of Contents

Summary Combined Financial Information and Other Data

The following summary combined financial and other data summarizes our historical predecessor combined carve-out financial and other information. The summary combined financial data set forth below as of and for the periods ended December 31, 2003 and 2004 have been derived from our predecessor audited combined carve-out financial statements included in this prospectus. The summary combined financial and other data are not indicative of the results we would have achieved had we operated as a public company or of our future results. This information should be read in conjunction with “Selected Combined Financial Information and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical predecessor combined carve-out financial statements and related notes included in this prospectus. In accordance with standard shipping industry practice, we did not obtain from the sellers historical operating data for the vessels that we acquired, as that data was not material to our decision to purchase the vessels. Accordingly, we have not included any historical financial data relating to the results of operations of our vessels for any period before we acquired them. Please see the discussion of “Lack of Historical Operating Data for Vessels Before their Acquisition” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

7

Table of Contents

RISK FACTORS

You should carefully consider the following information about risks, together with the other information contained in this prospectus, before making an investment in our common shares. If any of the circumstances or events described below actually arises or occurs, our business, results of operations, cash flows, financial condition and ability to pay dividends could be materially adversely affected. In any such case, the market price of our common shares could decline, and you may lose all or part of your investment.

Industry Specific Risk Factors

Charter rates for products tankers and container vessels are at historically high levels and may decrease in the future, which may adversely affect our earnings.

If the shipping industry, which has been highly cyclical, is 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. Our ability to recharter our vessels on the expiration or termination of our current charters, the charter rates payable under any replacement charters and vessel values will depend upon, among other things, economic conditions in the products tanker and container vessel markets at that time, changes in the supply and demand for vessel capacity and changes in the supply and demand for oil and oil products and container transportation.

Factors beyond our control may adversely affect the demand for and value of our vessels.

The factors affecting the supply and demand for products tankers and container vessels are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

The factors that influence the demand for vessel capacity include:

The factors that influence the supply of vessel capacity include:

8

Table of Contents

If the number of new ships delivered exceeds the number of vessels being scrapped and lost, vessel capacity will increase. For instance, given that, as of the end of 2004, the capacity of the worldwide container vessel fleet was approximately 7.4 million TEU, with approximately 3.4 million TEU of additional capacity on order, the growing supply of container vessels may exceed future demand, particularly in the short term. If the supply of vessel capacity increases but the demand for vessel capacity does not increase correspondingly, charter rates and vessel values could materially decline.

The value of our vessels may fluctuate, adversely affecting our liquidity and causing us to breach our new senior secured credit agreement.

Vessel values can fluctuate substantially over time due to a number of different factors, including:

In addition, as vessels grow older, they generally decline in value. Due to the cyclical nature of the products tanker and container vessel markets, if for any reason we sell vessels at a time when prices have fallen, we could incur a loss and our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected.

The market value of our vessels, which are currently at high levels, may decline, which could lead to a default under our loan agreements and the loss of our vessels.

If the market value of our fleet declines, we may not be in compliance with certain provisions of our existing credit facilities 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. For instance, if the market value of our fleet declines below 145% of the aggregate outstanding principal balance of our borrowings under our new senior secured credit agreement, we will not be in compliance with certain provisions of our new senior secured credit agreement and, as a result, we will not be able to pay dividends and may not be able to refinance our debt or obtain additional financing.

We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility 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

9

Table of Contents

vessels. These requirements include, but are not limited to, the U.S. Oil Pollution Act of 1990, or OPA, the International Convention on Civil Liability for Oil Pollution Damage of 1969, the International Convention for the Prevention of Pollution from Ships, the 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 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, elimination of tin-based paint, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs 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 administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Some 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 liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under other federal, state and local laws, as well as third-party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged 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.

The shipping industry has inherent operational risks that could negatively impact our results of operations.

Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, human error, war, terrorism, piracy and other circumstances or events. All these hazards can 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 can 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. If one of our vessels were involved in an accident with the potential risk of environmental contamination, the resulting media coverage could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Our insurance may not be adequate to cover our losses.

We 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, war risk insurance and off-hire insurance. However, we may not 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.

10

Table of Contents

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.

Because we obtain some of our insurance through protection and indemnity associations, we may also be subject to calls in amounts based not only on our own claim records, but also the claim records of other members of the protection and indemnity associations.

We may be subject to calls in amounts based not only on our 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. 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 are manned by masters, officers and crews that are employed by third parties. 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.

Maritime claimants could arrest our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay a significant amount of money to have the arrest lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another vessel in our fleet.

Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and cause disruption of our container shipping business.

International container shipping is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. These security procedures can result in cargo seizure, delays in the loading, offloading, trans-shipment, or delivery of containers and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, carriers.

Since the events of September 11, 2001, U.S. authorities have more than doubled container inspection rates to approximately 5% of all imported containers. Government investment in non-intrusive container scanning technology has grown, and there is interest in electronic monitoring technology, including so-called “e-seals” and “smart” containers that would enable remote, centralized monitoring of containers during shipment to identify tampering with or opening of the containers, along with potentially measuring other characteristics such as temperature, air pressure, motion, chemicals, biological agents and radiation.

It is unclear what changes, if any, to the existing security procedures will ultimately be proposed or implemented, or how any such changes will affect the container shipping industry. These changes have the potential to impose additional financial and legal obligations on carriers and, in certain cases, to render the shipment of certain types of goods by container uneconomical or impractical. These additional costs could reduce

11