UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~Form~~FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 26 27, 2020

Commission File Number 1-32591

SEASPAN CORPORATION

(Exact name of Registrant as specified in its Charter)

Unit 2, 16/F., W668 Building

Nos. 668 Castle Peak Road,

Cheung Sha Wan, Kowloon

Hong Kong

China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. ~~Form 20-F ☒~~ ~~Form 40-F ☐~~

~~Indicate by check mark if the registrant is submitting the~~ Form ~~6-K in paper as permitted by~~ ~~Regulation S~~20-TF ☒ Form ~~Rule 101 (b)(1). Yes~~40-F ☐ ~~No ☒~~

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(71). ~~Yes ☐ No ☒~~

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes ☐ No ☒

THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:

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REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-151329) FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON MAY 30, 2008;

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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-173207) FILED WITH THE SEC ON MARCH 31, 2011;

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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-180895) FILED WITH THE SEC ON APRIL 24, 2012, AS AMENDED ON MARCH 22, 2013;

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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-189493) FILED WITH THE SEC ON JUNE 20, 2013;

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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-195571) FILED WITH THE SEC ON APRIL 29, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017;

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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-200639) FILED WITH THE SEC ON NOVEMBER 28, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017;

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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200640) FILED WITH THE SEC ON NOVEMBER 28, 2014;

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REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-202698) FILED WITH THE SEC ON MARCH 12, 2015;

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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-211545) FILED WITH THE SEC ON MAY 23, 2016, AS AMENDED ON MARCH 3, 2017, MARCH 7, 2017 AND APRIL 19, 2017;

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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-212230) FILED WITH THE SEC ON JUNE 24, 2016;

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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-220176) FILED WITH THE SEC ON AUGUST 25, 2017;

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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-222216) FILED WITH THE SEC ON DECEMBER 21, 2017;

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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-224288) FILED WITH THE SEC ON APRIL 13, 2018, AS AMENDED ON MAY 3, 2018 AND MAY 7, 2018;

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REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-224291) FILED WITH THE SEC ON APRIL 13, 2018;

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REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-225681) FILED WITH THE SEC ON JUNE 15, 2018;

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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-227597) FILED WITH THE SEC ON SEPTEMBER 28, 2018;

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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-229312) FILED WITH THE SEC ON JANUARY 18, 2019;

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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-230524) FILED WITH THE SEC ON MARCH 27, 2019; AND

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REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-231401) FILED WITH THE SEC ON MAY 13, 2019.

THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF ATLAS CORP.:

REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-234820) FILED WITH THE SEC ON NOVEMBER 22, 2019, AS AMENDED ON DECEMBER 31, 2019 AND JANUARY 16, 2020.

Item 1 — Information Contained in this Form 6-K Report

AsIntroductory ~~previously~~Note announced, Seaspan Corporation entered into that certain Acquisition Agreement, dated as of November 20, 2019, with Apple Bidco Limited, Atlas Corp., the entities listed on Exhibit A thereto under the heading “Fairfax”, including Fairfax Financial Holdings Limited in its capacity as the Seller Representative, ACM Energy Holdings I Ltd., ACM Apple Holdings I, LP and JCLA Cayman Limited (the “Acquisition Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Acquisition Agreement, as amended.

~~The~~On ~~Parties~~November 22, ~~entered~~2020, Seaspan ~~into~~Corporation ~~that certain Amendment and Waiver to the Acquisition Agreement~~ (“~~Amendment No. 1~~Seaspan”) onannounced ~~February 21,~~plans ~~2020, whereby pursuant~~ to ~~the~~create ~~terms~~a ~~and~~new ~~conditions~~public ofholding ~~Amendment No. 1 and as more fully described therein~~company, ~~the~~Atlas ~~Parties~~Corp. ~~amended the Acquisition Agreement as follows:~~ (i“Atlas”) in, ~~consideration of the waiver~~ by ~~Purchaser~~implementing ofa ~~the~~holding ~~condition~~company toreorganization ~~its obligation to consummate~~ (the ~~transactions contemplated by the Acquisition as set forth in Section 8.2(f~~“Reorganization”). ofUpon ~~the~~completion ~~Acquisition Agreement related to the conversion and repatriation into US Dollars~~ of ~~Argentina~~the ~~Pesos~~Reorganization ~~received~~on byFebruary ~~APR~~27, ~~Argentina~~2020, ~~under~~Atlas ~~certain~~became ~~contracts related to its operations in Argentina,~~ the ~~Sellers~~successor ~~agreed~~issuer to ~~indemnify~~Seaspan ~~Purchaser~~pursuant ~~for~~to ~~the~~Rule ~~shortfall~~12g-3 ~~amount~~under ~~of US Dollars received by Purchaser as a result of~~ the ~~conversion~~Securities ~~and~~Exchange ~~repatriation~~Act of ~~such~~ ~~Argentina Pesos~~1934, ~~subject~~as toamended ~~a maximum aggregate indemnity cap of $110,000,000; and~~ (~~ii)~~ the ~~defined term~~ “~~Closing~~Exchange ~~Cash~~Act”). ~~and related definitions were amended for the purposes of the post-closing purchase price adjustment to~~Following ~~provide~~completion ~~Sellers with a credit for Cash~~ of the ~~Company~~Reorganization, orSeaspan ~~its Subsidiaries held in a bank or other financial institution in Argentina as of the Closing that~~ is ~~converted~~no ~~and~~longer ~~repatriated into US Dollars into~~ a ~~Company~~publicly ~~bank~~traded ~~account in the United States within seventy-five (75) days after the Closing Date~~company.

~~Amendment~~Special ~~No. 1~~Meeting ~~is filed as Exhibit 4.1 to this Report on Form 6-K and is incorporated herein by reference. The description~~ of ~~Amendment~~Shareholders ~~No. 1 in this Report on Form 6-K is a summary and is qualified in its entirety by the terms of Amendment No. 1.~~

~~Where~~Seaspan’s toSpecial ~~Find~~Meeting ~~Additional~~of ~~Information~~Shareholders was held on February 27, 2020 (at 10:00 a.m., local time). Shareholders voted on the matters set forth below as follows:

~~This~~1. ~~report~~Approval ~~does~~of ~~not~~the ~~constitute~~Agreement anand ~~offer~~Plan ~~to sell or the solicitation~~ of anMerger, ~~offer~~dated toas ~~buy any securities or a solicitation~~ of ~~any~~November 20, ~~vote~~2019, oras ~~approval.~~amended ~~Atlas~~(the ~~Corp.~~“Merger ~~has~~Agreement”), ~~filed~~by ~~a registration statement that includes a proxy statement/prospectus~~ and ~~other~~among ~~relevant documents in connection with the proposed reorganization of~~ Seaspan ~~Corporation’s corporate structure into a holding company structure~~, ~~pursuant~~Atlas ~~to which~~and Seaspan ~~Corporation~~Holdco ~~will~~V ~~become~~Ltd., a ~~direct,~~ wholly owned subsidiary of Atlas ~~Corp.~~ (~~the~~ “~~Proposed~~Merger ~~Reorganization~~Sub”)., ~~SEASPAN~~pursuant CORPORATION’S SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REORGANIZATION. The proxy statement/prospectus has been mailed to ~~the~~which ~~holders~~Merger ofSub ~~Seaspan~~will ~~Corporation~~be ~~shares.~~merged Inwith ~~addition, investors may obtain a free copy of the proxy statement/prospectus~~ and ~~other~~ ~~filings~~into ~~containing information about~~ Seaspan ~~Corporation, Atlas Corp. and~~ (the ~~Proposed Reorganization~~“Merger”), ~~from~~and ~~the~~Seaspan ~~SEC~~will continue atas the ~~SEC’s~~surviving ~~website~~corporation atand ~~http://www.sec.gov~~a ~~after~~wholly ~~such~~owned ~~documents~~subsidiary ~~have been filed with the SEC. Copies~~ of ~~the proxy statement/prospectus and other filings containing information about Seaspan Corporation,~~ Atlas ~~Corp. and~~ (the ~~Proposed~~ “Reorganization ~~can~~Proposal”). ~~also~~The beReorganization ~~obtained~~Proposal ~~without~~was ~~charge by accessing them on Seaspan Corporation’s website at http://www~~approved.~~seaspancorp.com~~ ~~or by contacting Seaspan Corporation Investor Relations at the address below:~~

Investor Inquiries


For	Against	Abstain	Non Votes
174,712,419	375,329	122,706	0

Mr2. ~~Bill~~ ~~Stormont~~Approval of a provision in the Amended and Restated Articles of Incorporation of Atlas, stating that Atlas is not prohibited from engaging in a business combination with an interested shareholder if such interested shareholder is Dennis Washington, Copper Lion, Inc. or Fairfax Financial Atlas Limited or any of their affiliates (“Atlas Charter Proposal”). The Atlas Charter Proposal was approved.

Investor Relations


For	Against	Abstain	Non Votes
174,123,551	924,996	161,907	0

~~Seaspan Corporation~~3. Authorization of adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Reorganization Proposal at the time of the Special Meeting (the “Adjournment Proposal”). The Adjournment Proposal was approved.

Tel. +1-604-638-7240


For	Against	Abstain	Non Votes
173,110,159	1,961,124	139,171	0

~~Email:~~Reorganization ~~IR@seaspanltd.ca~~and NYSE Listing

On February 27, 2020, Seaspan completed the Reorganization. The Reorganization was effected pursuant to the Merger Agreement. Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Seaspan and the separate corporate existence of Merger Sub ceased, with Seaspan continuing its corporate existence as the surviving corporation in the Merger and a direct, wholly owned subsidiary of Atlas.

At the Effective Time, each outstanding Seaspan common share (as defined below) and Seaspan preferred share (as defined below) was canceled, and one Atlas common share (as defined below) and one Atlas preferred share (as defined below) was issued to holders of such canceled Seaspan common share and Seaspan preferred share, as applicable.

In connection with the Reorganization, Seaspan notified the New York Stock Exchange (the “NYSE”) that the Reorganization had been completed and requested that trading of the following Seaspan shares be suspended prior to the market opening on February 28, 2020: (i) Class A common shares (“Seaspan common shares”), (ii) 7.95% Cumulative Redeemable Perpetual Preferred Shares – Series D (“Seaspan Series D Preferred Shares”), (iii) 8.25% Cumulative Redeemable Perpetual Preferred Shares – Series E (“Seaspan Series E Preferred Shares”), (iv) 8.20% Cumulative Redeemable Perpetual Preferred Shares – Series G (“Seaspan Series G Preferred Shares”), (v) 7.875% Cumulative Redeemable Perpetual Preferred Shares – Series H (“Seaspan Series H Preferred Shares”), and (vi) Fixed-To-Floating Cumulative Redeemable Perpetual Preferred Shares – Series I (“Seaspan Series I Preferred Shares” and together with Seaspan Series D Preferred Shares, Seaspan Series E Preferred Shares, Seaspan Series G Preferred Shares, and Seaspan Series H Preferred Shares, “Seaspan preferred shares”). The NYSE is expected to suspend trading of Seaspan common shares and Seaspan preferred shares after the close of business on February 27, 2020 and prior to the market opening on February 28, 2020. In addition, the NYSE has informed Seaspan that it will file with the Securities and Exchange Commission a notification on Form 25 to remove Seaspan common shares and Seaspan preferred shares that had been listed on the NYSE from listing by Seaspan on the NYSE and from registration under Section 12(b) of the Exchange Act.

On February 28, 2020, the following Atlas shares are expected to commence trading on the NYSE under the symbols “ATCO,” “ATCO-PD,” “ATCO-PE,” “ATCO-PG,” “ATCO-PH,” and “ATCO-PI,” respectively: (i) common shares (“Atlas common shares”), (ii) 7.95% Cumulative Redeemable Perpetual Preferred Shares – Series D (“Atlas Series D Preferred Shares”), (iii) 8.25% Cumulative Redeemable Perpetual Preferred Shares – Series E (“Atlas Series E Preferred Shares”), (iv) 8.20% Cumulative Redeemable Perpetual Preferred Shares – Series G (“Atlas Series G Preferred Shares”), (v) 7.875% Cumulative Redeemable Perpetual Preferred Shares – Series H (“Atlas Series H Preferred Shares”), and (vi) Fixed-To-Floating Cumulative Redeemable Perpetual Preferred Shares – Series I (“Atlas Series I Preferred Shares” and together with Atlas Series D Preferred Shares, Atlas Series E Preferred Shares, Atlas Series G Preferred Shares, and Atlas Series H Preferred Shares, “Atlas preferred shares”).

As previously announced, Seaspan notified the NYSE that it will voluntarily delist its 7.125% Senior Notes due 2027 (“2027 Notes”), 5.500% Senior Notes due 2025 and the related guarantees (“2025 Notes”), and 5.500% Senior Notes due 2026 and the related guarantees (“2026 Notes” and together with 2027 Notes and 2025 Notes, the “Notes”) from trading on the NYSE. Seaspan will file a notification on Form 25 to remove the Notes from listing on the NYSE and from registration under Section 12(b) of the Exchange Act.

Seaspan issued a press release announcing the closing of the Reorganization, a copy of which is attached to this Form 6-K as Exhibit 99.1.

Exhibit Index

ExhibitNo.		Description
4.1		Amendment and Waiver to the Acquisition Agreement, dated February 21, 2020, by and among Apple Bidco Limited, Atlas Corp., the entities listed on Exhibit A thereto under the heading “Fairfax”, including Fairfax Financial Holdings Limited in its capacity as the Seller Representative, ACM Energy Holdings I Ltd., ACM Apple Holdings I, LP, JCLA Cayman Limited and Seaspan Corporation
3.1		Articles of Merger, dated February 27, 2020.
99.1		Press Release issued by Seaspan Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SEASPAN CORPORATION

Date: February 26, 2020

/s/ Ryan Courson

Date: February 27, 2020

/s/ Ryan Courson

Ryan Courson

Chief Financial Officer

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