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As filed with the Securities and Exchange Commission on June 6, 2006

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DEKANIA CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

6770

(Primary Standard Industrial Classification Code Number)

84-1703721

(I.R.S. Employer Identification Number)

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania 19104

(215) 701-9555

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

Thomas Friedberg, President

Dekania Corp.

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania 19104

(215) 701-9555

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.

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:  x

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:  ¨

CALCULATION OF REGISTRATION FEE

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 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated June 6, 2006

PROSPECTUS

$97,000,000

DEKANIA CORP.

9,700,000 Units

Dekania Corp. is a newly organized Business Combination Company™, or BCC™. A BCC™ is a blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more unidentified businesses. We intend to focus on identifying prospective targets in the insurance industry in the United States, Canada, Bermuda and the Cayman Islands. We do not have any specific merger, capital stock exchange, asset acquisition or other similar business combination under consideration and we have not contacted any prospective target business or had any discussion, formal or otherwise, with respect to such a transaction.

This is the initial public offering of our securities. We are selling 9,700,000 units. Each unit is being sold at a purchase price of $10.00 per unit and consists of:

Each warrant entitles the holder to purchase one share of our common stock at an exercise price of $8.00. Each warrant will become exercisable on the later of our consummation of an initial business combination or [                    ], 2007 [the first anniversary of the date of this prospectus], and will expire on [                    ], 2010 [the fourth anniversary of the date of this prospectus], or earlier upon redemption.

Our sponsor is Cohen Bros. Acquisitions, LLC, one of our initial stockholders, which we refer to as our Sponsor, a wholly-owned subsidiary of Cohen Brothers, LLC. Cohen Brothers, LLC is a diversified financial company that structures financing to banks and insurance companies through issuances of collateralized debt obligations, or CDOs. Cohen Brothers, LLC, through its subsidiaries, manages CDOs that hold trust preferred and similar fixed income securities issued primarily by banks, insurers and their holding companies. Subsidiaries of Cohen Brothers, LLC currently manage approximately $2 billion of insurance company debt securities held in CDOs. Due to its regular interactions and contacts in the insurance industry, we believe that our Sponsor is positioned to assist us in pursuing a business combination in the insurance industry.

Our Sponsor has agreed to purchase an aggregate of 250,000 units from us in a private placement which will close no less than two days before the effectiveness of the registration statement of which this prospectus is a part. The total purchase price for the units will be $2,500,000 or $10.00 per unit. No underwriting discounts and commissions or placement fees will be payable in connection with the private placement. The shares and warrants comprising the units sold in the private placement may not be sold, assigned or transferred by our Sponsor until after we have consummated a business combination. Our Sponsor will have no right to any liquidation distributions with respect to the shares included in such private placement units in the event we fail to consummate a business combination.

We have granted the underwriters a 45-day option to purchase up to an additional 1,455,000 units, solely to cover overallotments, if any. The overallotment option will be used only to cover any net syndicate short position that may result from the initial distribution.

There is presently no public market for our units, common stock or warrants. We intend to apply to have the units listed on the American Stock Exchange under the symbol              and, once the common stock and warrants comprising the units begin separate trading, to have them listed under the symbols              and             , respectively.

Investing in our securities involves risks that are described in the “ Risk Factors” section beginning on page 16 of this prospectus.

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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.

If we do not complete a business combination within the time periods specified in this prospectus, we must liquidate and return to investors in this offering or their successors, which we refer to as the public stockholders, not less than $10.00 per share of common stock held by them. To fund this obligation, we have established a trust account, which we refer to as the Trust Account, at Deutsche Bank Trust Company Americas for which our transfer agent, American Stock Transfer & Trust Company, will act as trustee. The Trust Account will at all times have at least $97,000,000 ($111,550,000 if the overallotment option is exercised in full), or $10.00 per unit, of available funds. We will establish this availability by:

If we do not complete a business combination within the time periods specified in this prospectus, we will implement a stockholder approved plan of dissolution and liquidation and the funds in the Trust Account will be distributed to our public stockholders, in each case as set forth in this prospectus. To the extent that funds in the Trust Account are insufficient to provide public stockholders with a distribution of $10.00 per share, funds will be drawn from the letter of credit. Interest earned on the funds in the Trust Account, after payment of up to $2,500,000 to cover our administrative expenses, working capital, expenses in seeking business combinations or implementing a plan of dissolution and liquidation, if necessary, and reduction of the principal amount of the letter of credit, will be allocated pro rata among the shares held by the public stockholders.

Shares acquired by our Sponsor and our officers and directors in connection with our formation and as components of units to be acquired by our Sponsor in the private placement will not be entitled to liquidation distributions from the Trust Account. However, our Sponsor and our officers and directors will participate in the liquidation distributions to the extent of any shares they have acquired in this offering or in the secondary market.

The units will be ready for delivery on or about                     , 2006.

The date of this prospectus is                     , 2006.

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You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operation and prospects may have changed since that date.

We obtained statistical data, market data and other industry data and forecasts used throughout this prospectus from publicly available information. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data, and we do not make any representation as to the accuracy of the information.

“Business Combination Company”^™ and “BCC”^™ are service marks of Maxim Group LLC.

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SUMMARY

This summary highlights information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the section entitled “Risk Factors,” our financial statements and the related notes to the financial statements, before making an investment decision.

Unless otherwise stated in this prospectus, references to “we,” “us,” “our” or the “company” refer to Dekania Corp., and the term “public stockholders” means only the holders of the 9,700,000 shares (11,155,000 shares if the overallotment option is exercised in full) of common stock sold as part of the units in this offering or acquired in the secondary market; it excludes our Sponsor and our officers and directors with respect to the shares they acquired upon our formation and our Sponsor with respect to the shares included in the units purchased by it in the private placement which will be completed immediately before the completion of this offering, but includes any shares they purchase in this offering or in the open market. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters have not exercised their overallotment option.

The term “business combination” as used in this prospectus means a merger, capital stock exchange, asset acquisition, capital investment, stock purchase or other similar transaction with one or more target businesses.

The term “target business” as used in this prospectus includes one or more operating businesses in the insurance industry in the United States, Canada, Bermuda or the Cayman Islands.

The term “Trust Account” as used in this prospectus means the trust account established at Deutsche Bank Trust Company Americas, for which American Stock Transfer & Trust Company will act as trustee, to hold net proceeds of this offering, proceeds of the private placement to our Sponsor, the deferred underwriting discount and commission, the net interest (after taxes payable) thereon and the proceeds of any draws on the letter of credit furnished by our Sponsor, pending a business combination.

Our Company

We are a recently organized blank check company known as a Business Combination Company^™, or BCC^™. We were incorporated under Delaware law on February 28, 2006 for the purpose of acquiring one or more businesses through a business combination. We intend to focus our efforts on identifying businesses within the insurance industry in United States, Canada, Bermuda and the Cayman Islands, with particular interest in businesses that provide insurance coverage for uncommon or hard-to-place risks, an area known as specialty insurance. We expect that any target business that is incorporated in Canada, Bermuda or the Cayman Islands will have substantially all of its business, and all of its insurance risk, in the United States. We have not identified or begun discussions with any target business. Moreover, we have not engaged or retained any agent or other representative to identify or locate any suitable target business.

Our initial business combination must be with one or more target businesses whose fair market value is at least equal to 80% of the amount in the Trust Account, net of amounts for taxes, the underwriters’ deferred compensation amount and up to $2,500,000 for working capital needs, and excluding the letter of credit amount. We currently have no restrictions on our ability to seek additional funds through the sale of securities or through loans. As a consequence, we could seek to acquire a target business that has a fair market value significantly in excess of 80% of the net amount in the Trust Account and could seek to fund the business combination through the sale of our securities or through loans. However, if we were to seek additional financing, such financing will be made only in connection with the consummation of a business combination.

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If we elect to pursue the simultaneous acquisitions of several assets or operating businesses at the same time, we could encounter difficulties in consummating all or a portion of such acquisitions due to a lack of adequate resources, including the inability of management to devote sufficient time to the due diligence, negotiation and documentation of each proposed acquisition. Furthermore, even if we complete the acquisition of more than one target business at the same time, we may not be able to integrate the operations of such target businesses.

If we are unable to consummate a business combination within the allotted time periods set forth in this prospectus, we will implement a plan of stockholder approved dissolution and liquidation which will include the distribution of the proceeds of the Trust Account to our public stockholders.

Our offices are located at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, and our telephone number is (215) 701-9555.

Management

Our company draws together four senior executives from the insurance and financial services industries:

Daniel G. Cohen, our Chairman, is Chairman of the Board of Directors of The Bancorp, Inc. (NASDAQ:TBBK), a publicly-held bank holding company, and is also chairman of the board of, and has acted in several senior management capacities with, Cohen Brothers, LLC, a diversified financial services company with approximately $10 billion in assets under management which specializes in the financing of small and mid-sized companies through issuances of collateralized debt obligations, or CDOs. Cohen Brothers, LLC is affiliated with our Sponsor.

Thomas H. Friedberg, our President and Chief Executive Officer, has 43 years of experience in the insurance industry, including serving as the chief executive officer of several small and medium-size specialty insurance companies, both private and publicly-traded, for 18 years, most recently as the President and Chief Executive Officer of Stonington Insurance Company.

Paul Vernhes, our Chief Financial Officer, was the Chief Financial Officer and Chief Accounting Officer of Compagnie de Réassurance d’Ile de France, a French reinsurance company.

David Nathaniel, our Chief Investment Officer and Secretary, has worked for Menorah, one of the largest insurance companies in Israel, serving as Chief Investment Officer of its pension fund, Mivtachim Pension Funds, the largest pension fund in Israel with over $3 billion in assets under management.

Private Placement

Our Sponsor has agreed to purchase an aggregate of 250,000 units from us no less than two days before the effectiveness of the registration statement of which this prospectus forms a part for a total purchase price of $2,500,000, or $10.00 per unit, in a private placement. No underwriting discounts and commissions or placement fees will be payable on the units sold in the private placement. If we do not complete this offering, we will return the funds raised in the private placement to our Sponsor. Our Sponsor and our officers and directors will not have any redemption rights or rights to any liquidation distributions with respect to the shares included in the private placement units if we do not complete a business combination.

Our Sponsor and our officers and directors have agreed to vote the 2,487,500 shares that they acquired from us at the time of our formation with the majority of the shares voted by our public stockholders when we submit our initial proposed business combination to our stockholders for their approval. Shares included in the units acquired by our Sponsor in the private placement, and any shares acquired by our Sponsor or our officers and directors in this offering or in the secondary market, will be voted in favor of any business combination

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proposed by our board of directors. With limited exceptions, the shares and warrants comprising units purchased in the private placement may not be sold, assigned or transferred until we consummate a business combination and the 2,487,500 shares acquired by our Sponsor and our officers and directors at the time of our formation may not be sold until six months after we complete a business combination.

Incentive Warrants

Before the closing of our private placement, we will issue to our Sponsor an aggregate of 946,667 warrants and will issue an aggregate of 473,333 warrants to several of our officers and directors, each to purchase our common stock, which we refer to as the incentive warrants. 710,000 incentive warrants will be exercisable for $8.00 per share beginning three months after we complete a business combination if the closing price of our common stock equals or exceeds $11.00 per share for at least 20 out of any 30 consecutive trading days preceding the date of exercise. The other 710,000 incentive warrants will be exercisable for $8.00 per share beginning three months after a business combination if the closing price of our common stock equals or exceeds $12.00 per share for at least 20 out of any 30 consecutive trading days preceding the date of exercise. Holders of the incentive warrants are entitled to exercise the incentive warrants by payment in cash of the exercise price or on a “cashless basis.” Exercises on a cashless basis enable the holder to convert the value in the warrant (the fair market value of the common stock minus the exercise price of the warrant) into shares of common stock. The warrants will expire at 5:00 p.m., New York City time, on [                    ], 2011 [five years from the date of this prospectus].

Sponsor Loan and Letter of Credit

Our Sponsor has loaned us $300,000, which we used to pay a portion of the expenses of this offering. We will repay this loan without interest from the proceeds of this offering.

Our Sponsor has agreed that, immediately preceding the closing of this offering, it will deliver an irrevocable letter of credit in the principal amount of $3,000,000 ($3,291,000 if the overallotment is exercised in full) issued by Commerce Bank to be held by American Stock Transfer & Trust Company as trustee for the benefit of the Trust Account. The fees charged by Commerce Bank in connection with the issuance of the letter of credit and all periodic and other fees related to the letter of credit, will be paid by our Sponsor and we will reimburse the Sponsor for these fees from amounts we are permitted to draw as working capital from the interest earned on the Trust Account. All amounts, if any, drawn under the letter of credit will be payable by our Sponsor and will not be reimbursed by us. This letter of credit will be drawn upon only if:

Interest (after taxes payable) earned on funds in the Trust Account, after payment to us of up to $2,500,000 for working capital needs, will be retained in the Trust Account. From and after the date when the amount in the Trust Account, including the amount of deferred underwriting compensation and applying the amount of our Sponsor’s letter of credit, is equal to $97,000,000 (111,550,000 if the underwriters’ overallotment option has been exercised in full), or $10.00 per share held by public stockholders, interest earned on the funds in the Trust Account also may be used by us at our Sponsor’s option to reduce, on a dollar for dollar basis, the principal amount of our Sponsor’s letter of credit. We may use working capital derived from interest on amounts in the Trust Account to, among other things, make a deposit or down payment in connection with a proposed business combination, or as consideration for a “no shop” agreement with a target business. If the business combination were not completed, these payments could possibly be forfeited, leaving us with insufficient working capital to identify or complete another business combination without obtaining additional financing.

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The Offering

Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as Merrill Lynch, and Maxim Group LLC, which we refer to as Maxim Group, are acting as the representatives of the underwriters of this offering.

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