S-11

As filed with the Securities and Exchange Commission on October 2, 2012

Registration Statement No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-11

FOR REGISTRATION
UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

JAVELIN MORTGAGE INVESTMENT CORP.

(Exact Name of Registrant as Specified in Its Charter)

3001 Ocean Drive, Suite 201
Vero Beach, FL  32963
(772) 617-4340
(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant's Principal Executive Offices)

Scott J. Ulm
Co-Chief Executive Officer
3001 Ocean Drive, Suite 201
Vero Beach, FL  32963
(772) 617-4340
(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies to:

Bradley D. Houser, Esq. Akerman Senterfitt One S.E. Third Avenue, 25th Floor Miami, Florida 33131 Telephone: (305) 374-5600 Facsimile: (305) 374-5095 David J. Goldschmidt, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Telephone: (212) 735-3000 Facsimile: (212) 735-2000

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, check the following box: o

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. þ Registration No. 333-182536

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. o

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.  o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	þ	Smaller reporting company	o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Common Stock, $0.001 par value per share	$	23,000,000	$	3,138

(1) The registrant previously registered shares of its common stock for a proposed maximum aggregate offering price of $143,750,000 (representing 7,187,500 shares of its common stock at the initial public offering price of $20.00) on a Registration Statement on Form S-11 (File No. 333-182536), as amended, for which a filing fee of $16,474 was paid. This Registration for a proposed maximum offering price of $23,000,000 represents an additional 1,150,000 shares of common stock at the initial offering price of $20.00.

Explanatory Note

This registration statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act of 1933, as amended, and General Instruction G of Form S-11, and includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel and the accountants’ consent. Pursuant to Rule 462(b), the contents of our registration statement on Form S-11, as amended (File No. 333-182536), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on October 2, 2012 (the “Initial Registration Statement”), are incorporated by reference into this registration statement. This registration statement covers the registration of an additional $23,000,000 of our common stock for sale in the offering related to the Initial Registration Statement, representing an additional 1,150,000 shares of common stock at the initial public offering price of $20.00.

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 S-11 and has duly caused this Registration Statement on Form S-11 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vero Beach, State of Florida, as of October 2, 2012.

JAVELIN MORTGAGE INVESTMENT CORP. 

/s/ Scott J. Ulm

Scott J. Ulm

Co-Chief Executive Officer, Chief Investment Officer, Head of Risk Management and Co-Vice Chairman

(Principal Executive Officer) 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Registration Statement on Form S-11 has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Scott J. Ulm	Co-Chief Executive Officer, Chief Investment Officer,	October 2, 2012
Scott J. Ulm	Head of Risk Management and Co-Vice Chairman (Principal Executive Officer)
*	Co-Chief Executive Officer,	October 2, 2012
Jeffrey J. Zimmer	President, Secretary and Co-Vice Chairman
/s/ James R. Mountain	Chief Financial Officer	October 2, 2012
James R. Mountain	(Principal Financial and Accounting Officer)
*	Chairman	October 2, 2012
Daniel C. Staton
*	Director	October 2, 2012
Marc H. Bell
*	Director	October 2, 2012
Thomas K. Guba
*	Director	October 2, 2012
Stewart J. Paperin
*	Director	October 2, 2012
John P. Hollihan, III
*	Director	October 2, 2012
Robert C. Hain
*	Director	October 2, 2012
John C. Chrystal

By:	/s/ Scott J. Ulm
	Attorney-in-fact

II-1

EXHIBIT INDEX

Exhibit No.	Document
5.1	Opinion of Akerman Senterfitt relating to legality of securities being registered.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Akerman Senterfitt (included in Ex. 5.1).
24.1	Power of Attorney (filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-11 (Reg. No. 333-182536, filed with the Securities and Exchange Commission on July 3, 2012, as amended, and incorporated herein by reference).

EX-5.1

Exhibit 5.1

October 2, 2012

JAVELIN Mortgage Investment Corp.

3001 Ocean Drive, Suite 201
Vero Beach, Florida  32963 

Re:         JAVELIN Mortgage Investment Corp.

Registration Statement on Form S-11

Ladies and Gentlemen:

We have acted as special counsel to JAVELIN Mortgage Investment Corp., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-11 filed on the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), of the sale and issuance of 1,150,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common Stock”), covered by the above-identified Registration Statement filed by the Company with the Securities and Exchange Commission (the “Commission”). This opinion is being provided at your request in connection with the filing of the above-identified Registration Statement pursuant to Rule 462(b) under the Securities Act on the date hereof.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Company’s Registration Statement on Form S-11 (File No. 333-182536) as filed with the Commission on July 3, 2012, as amended (the “Initial Registration Statement”); (iii) the form of Underwriting Agreement proposed to be entered into by and among the Company, as issuer, and Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named therein, filed as an exhibit to the Initial Registration Statement (the “Underwriting Agreement”); (iv) the Amended and Restated Articles of Incorporation of the Company, as currently in effect and as certified by the Secretary of State of the State of Maryland, filed as an exhibit to the Initial Registration Statement (the “Charter”); (v) the By-Laws of the Company, as currently in effect, filed as an exhibit to the Initial Registration Statement (the “By-Laws”); and (vi) certain resolutions of the Board of Directors of the Company relating to (A) the issuance and sale of the Shares, (B) the Charter and the By-Laws, (C) the specimen stock certificate and (D) other related matters. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of Maryland and the federal laws of the United States of America, as in effect on the date hereof.

Based upon and subject to the foregoing, we are of the opinion that when (i) the Registration Statement becomes effective under the Act; (ii) the Underwriting Agreement has been duly executed and delivered; and (iii) certificates representing the Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar, and have been delivered to and paid for by the Underwriters at a price per share not less than the per share par value of the Common Stock as contemplated by the Underwriting Agreement, the issuance and sale of the Shares will have been duly authorized and the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Akerman Senterfitt

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-11 of our report dated July 3, 2012 relating to the balance sheet of JAVELIN Mortgage Investment Corp., appearing in the Prospectus included in this Registration Statement No 333-xxxx.

/s/ Deloitte & Touche LLP

Miami, FL
October 2, 2012