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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Toro Corp.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| August 11, 2025 |
Toro Corp. Announces Final Results of Tender Offer for Common Shares Exhibit (a)(5) Toro Corp. Announces Final Results of Tender Offer for Common Shares Limassol, Cyprus, August 11, 2025 – Toro Corp. (NASDAQ: TORO) (“Toro” or the “Company”), a global energy transportation services provider, announces today the final results of its tender offer (the “Offer”), which expired at 5:00 P.M. Eastern time on August 7, 2025. Based on the final count by Broadridge Corporate |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) TORO CORP. (Name of Subject Company (Issuer)) TORO CORP. (Names of Filing Person(s) (Issuer)) Common Shares, Par Value $0.001 per share, including associated Preferred Share Purchase Rights under the S |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address o |
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| July 29, 2025 |
TO THE SHAREHOLDERS OF TORO CORP. Exhibit 99.2 July 29, 2025 TO THE SHAREHOLDERS OF TORO CORP. Enclosed is a Notice of the 2025 Annual Meeting of Shareholders (the “Meeting”) of Toro Corp. (the “Company”), Proxy Statement and related materials. The Meeting will be held at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, on September 12, 2025 at 5:00 p.m. local time. At this Meeting, shareholders |
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| July 29, 2025 |
Exhibit 99.3 SCAN TO VIEW MATERIALS & VOTE TORO CORP. 223 CHRISTODOULOU CHATZIPAVLOU STREET HAWAII ROYAL GARDENS 3036 LIMASSOL, CYPRUS VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on September 11, 2025. Have your proxy card in hand when you access the web sit |
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| July 29, 2025 |
Toro Corp. Announces the Date of its 2025 Annual General Meeting of Shareholders Exhibit 99.1 Toro Corp. Announces the Date of its 2025 Annual General Meeting of Shareholders Limassol, Cyprus, July 29, 2025 - Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”), a global energy transportation services provider, announced today that its Board of Directors (the ”Board”) has scheduled the Company’s 2025 Annual General Meeting of Shareholders (the ”Meeting”) to be held on Septembe |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address o |
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| July 17, 2025 |
Toro Corp. Reports Net Income of $1.6 Million for the Three Months Ended March 31, 2025. Exhibit 99.1 Toro Corp. Reports Net Income of $1.6 Million for the Three Months Ended March 31, 2025. Limassol, Cyprus, July 17, 2025 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), a global energy transportation provider, today announced its results for the three months ended March 31, 2025. Highlights of the First Quarter Ended March 31, 2025: ■ Total vessel revenues from continuing ope |
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| July 10, 2025 |
Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock Pursuant to the Offer to Purchase for Cash Dated July 10, 2025 by TORO CORP. |
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| July 10, 2025 |
Exhibit (a)(1)(C) Notice of Guaranteed Delivery (Not to be used for Signature Guarantee) for Tender of Shares of Common Stock of TORO CORP. |
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| July 10, 2025 |
Exhibit (a)(1)(E) Offer to Purchase for Cash by TORO CORP. of Up to 4,500,000 Shares of Its Common Stock at a Purchase Price of $2.75 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON AUGUST 7, 2025 UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated July 10, 2025 (the “Offer to Pu |
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| July 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. ) TORO CORP. (Name of Subject Company (Issuer)) TORO CORP. (Names of Filing Person(s) (Issuer)) Common Shares, Par Value $0.001 per share, including associated Preferred Share Purchase Rights under the Sh |
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| July 10, 2025 |
Toro Corp. Commences Self Tender Offer To Purchase Up To 4,500,000 Shares Exhibit (a)(1)(F) Toro Corp. Commences Self Tender Offer To Purchase Up To 4,500,000 Shares Limassol, Cyprus, July 10, 2025 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”), a global energy transportation services provider, today announced that it is commencing a tender offer to purchase up to 4,500,000 shares, using funds available from cash and cash equivalents on hand at a price of $2.7 |
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| July 10, 2025 |
EX-FILING FEES Calculation of Filing Fee Tables SC TO-I (Form Type) TORO CORP. (Name of Issuer) TORO CORP. (Name of Person(s) Filing Statement) Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $12,375,000(1) 0.00015310 $1,894.62(2) Fees Previously Paid Total Transaction Valuation $12,375,000(1) Total Fees Due for Filing $1,894.62 (2) Total Fees Pre |
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| July 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address o |
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| July 10, 2025 |
Toro Corp. Announces the Sale of the LPG Carrier Dream Syrax Exhibit 99.1 Toro Corp. Announces the Sale of the LPG Carrier Dream Syrax Limassol, Cyprus, July 10, 2025 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”), a global energy transportation services provider, announces that it has entered into an agreement with a wholly owned subsidiary of Robin Energy Ltd. (“Robin”), a Nasdaq-listed entity controlled by our Chairman and Chief Executive Officer |
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| July 10, 2025 |
TABLE OF CONTENTS Exhibit (a)(a)(1)(A) Offer to Purchase for Cash by TORO CORP. of Up to 4,500,000 Shares of its Common Stock at a Purchase Price of $2.75 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON AUGUST 7, 2025 UNLESS THE OFFER IS EXTENDED. TORO CORP., a Marshall Islands corporation (the “Company,” “Toro”, “we,” or “us”), is offering to purchas |
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| July 10, 2025 |
Exhibit (a)(1)(D) Offer to Purchase for Cash by TORO CORP. of Up to 4,500,000 Shares of its Common Stock at a Purchase Price of $2.75 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON AUGUST 7, 2025, UNLESS THE OFFER IS EXTENDED July 10, 2025 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by TORO CORP., a |
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| June 11, 2025 |
Toro Corp. Announces Vessel Acquisition Exhibit 99.1 Toro Corp. Announces Vessel Acquisition Limassol, Cyprus, June 11, 2025 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”), a global energy transportation services provider, announces it has entered into an agreement, through a wholly owned subsidiary, to acquire a 2021-built MR tanker vessel from an unaffiliated third-party for a purchase price of $36.25 million. The Company expe |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address o |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address of |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address of |
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| May 14, 2025 |
Toro Corp. Announces Full Repayment of the Senior Term Loan Granted to Castor Maritime Inc. Exhibit 99.1 Toro Corp. Announces Full Repayment of the Senior Term Loan Granted to Castor Maritime Inc. Limassol, Cyprus, May 14, 2025 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”), an international energy transportation services company, announces that on May 5, 2025, the senior term loan facility granted to Castor Maritime Inc. in December 2024 was fully repaid. About Toro Corp. Toro C |
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| April 15, 2025 |
Exhibit 2.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the annual report to which this exhibit is being filed, Toro Corp. (the “Company”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) Common shares, par value $0.001 per |
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| April 15, 2025 |
Exhibit 4.8 CONTRIBUTION AND SPIN-OFF DISTRIBUTION AGREEMENT by and between TORO CORP. and ROBIN ENERGY LTD. dated as of April 14, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 Section 1.1 General 2 Section 1.2 References; Interpretation 5 ARTICLE II PRE-DISTRIBUTION TRANSACTIONS 5 Section 2.1 Articles of Incorporation; By-laws 5 Section 2.2 Directors 5 Section 2.3 Contrib |
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| April 15, 2025 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Toro Corp. (the “Company”), hereby certifies, to such officer’s knowledge, that: 1. the Annual R |
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| April 15, 2025 |
TORO CORP. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 TORO CORP. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION On April 14, 2025, Toro Corp., (“Toro”) completed the previously announced spin-off of its Handysize tanker segment, which was effected by the distribution of 100% of the outstanding common shares of Robin Energy Ltd. (“Robin”) to Toro’s common shareholders (the “Distribution”). Holders of Toro’s common shares received |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| April 15, 2025 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Toro Corp. (the “Company”), hereby certifies, to such officer’s knowledge, that: 1. the Annual R |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| April 15, 2025 |
Exhibit 99.1 Toro Corp. Reports Net Income of $1.0 Million for the Three Months Ended December 31, 2024 and $25.2 Million for the Year Ended December 31, 2024. Spin-Off of Handysize Tanker Business completed on April 14, 2025. Limassol, Cyprus, April 15, 2025 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, today announced its result |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: Not applicable Commission file number 001-41561 Toro Corp. |
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| April 15, 2025 |
Exhibit 12.1 CERTIFICATIONS I, Petros Panagiotidis, certify that: (1) I have reviewed this annual report on Form 20-F of Toro Corp.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| April 15, 2025 |
Exhibit 12.2 CERTIFICATIONS I, Ioannis Lazaridis, certify that: (1) I have reviewed this annual report on Form 20-F of Toro Corp.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to t |
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| April 15, 2025 |
Exhibit 11.1 INSIDER TRADING POLICY As adopted by TORO CORP., on April 15, 2025 Version 1 -1- A. INSIDER TRADING POLICY 1. General Toro Corp. (the “Company”) is a public company, whose common shares are listed on the Nasdaq Capital Market and registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the Exchange Act, the Company files annual and other r |
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| April 15, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-275477 and 333-275478 on Form F-3 and Registration Statement No. 333-274652 on Form S-8 of our report dated April 15, 2025, relating to the consolidated financial statements of Toro Corp. appearing in this Annual Report on Form 20-F for the year ende |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| March 25, 2025 |
Toro Corp. Announces Record Date for the Proposed Spin-Off of its Handysize Tanker Business Exhibit 99.1 Toro Corp. Announces Record Date for the Proposed Spin-Off of its Handysize Tanker Business Limassol, Cyprus, March 24, 2025 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”) an international energy transportation services company, announced today that, in relation to the previously announced spin-off of its wholly owned subsidiary, Robin Energy Ltd. (“Robin”), the record date ha |
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| December 12, 2024 |
Exhibit 99.3 Toro Corp. Announces the Provision of a Senior Term Loan to Castor Maritime Inc. and the Increase of its Investment in Castor’s Series D Preferred Shares Limassol, Cyprus, December 12, 2024 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”) an international energy transportation services company, announces the agreement to provide a $100 million senior term loan facility to Castor |
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| December 12, 2024 |
Exhibit 99.2 Dated 11 December, 2024 CASTOR MARITIME INC. as Borrower TORO CORP. as Lender and YOGI BEAR SHIPPING CO. LIONO SHIPPING CO. CINDERELLA SHIPPING CO. MULAN SHIPPING CO. ARIEL SHIPPING CO. ASTERIX SHIPPING CO. SONGOKU SHIPPING CO. JOHNNY BRAVO SHIPPING CO. MICKEY SHIPPING CO. ALADDIN SHIPPING CO. As Guarantors LOAN AGREEMENT relating to a senior secured term loan facility of up to the lo |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addre |
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| December 12, 2024 |
Exhibit 99.1 EXECUTION VERSION SHARE PURCHASE AGREEMENT by and between CASTOR MARITIME INC. and TORO CORP. Dated as of December 12, 2024 TABLE OF CONTENTS ARTICLE I Definitions 1 SECTION 1.01. Definitions. 1 ARTICLE II Purchase and Sale of the Purchased Shares 4 SECTION 2.01. Purchase and Sale. 4 SECTION 2.02. Closing. 4 SECTION 2.03. Termination. 4 ARTICLE III Representations and Warranties of th |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addre |
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| November 12, 2024 |
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2023, and September 30, 2024 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2023 and 2024 F-3 Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Mezza |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addre |
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| November 12, 2024 |
Exhibit 99.1 Toro Corp. Reports Net Income of $1.0 Million for the Three Months Ended September 30, 2024 and $24.2 Million for the Nine months Ended September 30, 2024 Limassol, Cyprus, November 12, 2024 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, today announced its results for the three months and the nine months ended Septemb |
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| November 12, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition and results of operations of Toro Corp. (“Toro”) for the nine months ended September 30, 2023, and September 30, 2024. Unless otherwise specified herein or the context otherwise requires, references to the “Company”, “we”, “our” and “us” or sim |
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| September 9, 2024 |
Toro Corp. Announces Results of its 2024 Annual General Meeting of Shareholders EX-99.1 2 ef20035613ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Toro Corp. Announces Results of its 2024 Annual General Meeting of Shareholders Limassol, Cyprus, September 9, 2024 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”) an international energy transportation services company, announces that the Company’s 2024 Annual General Meeting of Shareholders (the “Meeting”) was duly held on September |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addr |
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| August 12, 2024 |
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2023, and June 30, 2024 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2023 and 2024 F-3 Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity |
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| August 12, 2024 |
Exhibit 99.1 Toro Corp. Reports Net Income of $1.1 Million for the Three Months Ended June 30, 2024 and $23.3 Million for the Six Months Ended June 30, 2024 Limassol, Cyprus, August 12, 2024 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, today announced its results for the three months and the six months ended June 30, 2024. Highli |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| August 12, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition and results of operations of Toro Corp. (“Toro”) for the six months ended June 30, 2023, and June 30, 2024. Unless otherwise specified herein or the context otherwise requires, references to the “Company”, “we”, “our” and “us” or similar terms |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| August 6, 2024 |
TO THE SHAREHOLDERS OF TORO CORP. Exhibit 99.2 August 6, 2024 TO THE SHAREHOLDERS OF TORO CORP. Enclosed is a Notice of the 2024 Annual Meeting of Shareholders (the “Meeting”) of Toro Corp. (the “Company”), Proxy Statement and related materials. The Meeting will be held at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, on September 6, 2024 at 5:00 p.m. local time. At this Meeting, shareholders |
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| August 6, 2024 |
Toro Corp. Announces the Date of its 2024 Annual General Meeting of Shareholders Exhibit 99.1 Toro Corp. Announces the Date of its 2024 Annual General Meeting of Shareholders Limassol, Cyprus, August 6, 2024 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”) an international energy transportation services company, announced today that its Board of Directors (the ”Board”) has scheduled the Company’s 2024 Annual General Meeting of Shareholders (the ”Meeting”) to be held on S |
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| August 6, 2024 |
Exhibit 99.3 TORO CORP. 223 CHRISTODOULOU CHATZIPAVLOU STREET HAWAII ROYAL GARDENS 3036 LIMASSOL, CYPRUS VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on September 5, 2024. Have your proxy card in hand when you access the web site and follow the instructions t |
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| June 4, 2024 |
TORO / Toro Corp. / Pani Corp. - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 TORO CORP. (Name of Issuer) Common Shares, $0.001 par value per share (Title of Class of Securities) Y8900D108 (CUSIP Number) Petros Panagiotis Panagiotidis c/o Toro Corp. 223 Christodoulou Chatzipavlou Street Hawaii Royal Gardens 3036 Limassol, Cyprus Ph |
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| June 4, 2024 |
RESTRICTED STOCK AWARD AGREEMENT Exhibit 7 RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT, made as of May 31, 2024 (the “Date of Grant”), between Toro Corp. |
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| May 10, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition and results of operations of Toro Corp. (“Toro”) for the three months ended March 31, 2023, and March 31, 2024. Unless otherwise specified herein or the context otherwise requires, references to the “Company”, “we”, “our” and “us” or similar te |
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| May 10, 2024 |
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2023, and March 31, 2024 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2024 F-3 Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Eq |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address of |
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| May 10, 2024 |
Toro Corp. Reports Net Income of $22.1 Million for the Three months Ended March 31, 2024 Exhibit 99.1 Toro Corp. Reports Net Income of $22.1 Million for the Three months Ended March 31, 2024 Limassol, Cyprus, May 10, 2024 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, today announced its results for the three months ended March 31, 2024. Highlights of the First quarter Ended March 31, 2024: ◾ Total vessel revenues: $7. |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address of |
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| March 12, 2024 |
Exhibit 12.1 CERTIFICATIONS I, Petros Panagiotidis, certify that: (1) I have reviewed this annual report on Form 20-F of Toro Corp.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| March 12, 2024 |
Exhibit 97.1 TORO CORP. CLAWBACK POLICY I. BACKGROUND Toro Corp. (the “Company”) has adopted this Policy Regarding the Recovery of Erroneously Awarded Incentive-Based Compensation (this “Policy”) to provide for the recovery or “clawback” of excess Incentive-Based Compensation earned by current or former Executive Officers of the Company in the event of a required Restatement (each, as defined unde |
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| March 12, 2024 |
Exhibit 12.2 CERTIFICATIONS I, Ioannis Lazaridis, certify that: (1) I have reviewed this annual report on Form 20-F of Toro Corp.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to t |
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| March 12, 2024 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Toro Corp. (the “Company”), hereby certifies, to such officer’s knowledge, that: 1. the Annual R |
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| March 12, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-275477 and 333-275478 on Form F-3 and Registration Statement No. 333-274652 on Form S-8 of our report dated March 12, 2024, relating to the consolidated financial statements of Toro Corp. appearing in this Annual Report on Form 20-F for the year ende |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: Not applicable Commission file number 001-41561 Toro Corp. |
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| March 12, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Toro Corp. (the “Company”), hereby certifies, to such officer’s knowledge, that: 1. the Annual R |
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| March 12, 2024 |
Exhibit 2.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the annual report to which this exhibit is being filed, Toro Corp. (the “Company”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) Common shares, par value $0.001 per |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addre |
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| February 12, 2024 |
Exhibit 99.1 Toro Corp. Reports Net Income of $28.2 Million for the Three Months Ended December 31, 2023 and $140.6 Million for the Year Ended December 31, 2023 Limassol, Cyprus, February 12, 2024 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, today announced its results for the three months and the year ended December 31, 2023. Hi |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addres |
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| January 16, 2024 |
Exhibit 99.1 Toro Corp. Announces the Sale of the M/T Wonder Sirius for $33.8 Million with an Expected Net Gain of $20.9 Million Limassol, Cyprus, January 16, 2024 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”) an international energy transportation services company, announces that on January 8, 2024, the Company entered into an agreement with an unaffiliated third-party for the sale of th |
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| January 8, 2024 |
January 8, 2024 Via Edgar Securities and Exchange Commission, Division of Corporation Finance, Office of Energy and Transportation 100 F Street, N. |
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| January 8, 2024 |
January 8, 2024 Via Edgar Securities and Exchange Commission, Division of Corporation Finance, Office of Energy and Transportation 100 F Street, N. |
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| December 22, 2023 |
December 22, 2023 Via EDGAR United States Securities and Exchange Commission, Division of Corporation Finance, Office of Energy and Transportation, 100 F. |
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| December 22, 2023 |
As filed with the Securities and Exchange Commission on December 22, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 22, 2023 File No. |
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| December 22, 2023 |
TORO CORP. as Company TO [●] as Trustee Indenture Dated as of [●] TABLE OF CONTENTS Exhibit 4.4 TORO CORP. as Company TO [●] as Trustee Indenture Dated as of [●] TABLE OF CONTENTS Page Parties 1 Recitals of the Company 1 ARTICLE One Definitions and Other Provisions of General Application 1 SECTION 101. Definitions 1 Act 2 Affiliate; control 2 Authenticating Agent 2 Board of Directors 2 Board Resolution 2 Business Day 2 Commission 2 Company 2 Company Request; Company Order 2 Corpo |
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| December 21, 2023 |
December 21, 2023 Via EDGAR United States Securities and Exchange Commission, Division of Corporation Finance, Office of Energy and Transportation, 100 F. |
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| December 20, 2023 |
December 20, 2023 Via EDGAR Securities and Exchange Commission, Division of Corporation Finance, Office of Energy and Transportation, 100 F Street, N. |
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| November 13, 2023 |
As filed with the Securities and Exchange Commission on November 13, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 13, 2023 File Nos. |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addre |
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| November 13, 2023 |
Exhibit 4.2 SUBSCRIPTION AGREEMENT by and between TORO CORP. and PANI CORP. Dated as of April 17, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Purchase and Sale of the Purchased Shares SECTION 2.01. Purchase and Sale 4 SECTION 2.02. Closing 4 SECTION 2.03. Termination 4 ARTICLE III Representations and Warranties of the Company SECTION 3.01. Purchased Sha |
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| November 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Toro Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, par value $0.001 per shar |
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| November 13, 2023 |
As filed with the Securities and Exchange Commission on November 13, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 13, 2023 File Nos. |
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| November 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Toro Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, par value $0.001 per shar |
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| November 13, 2023 |
Exhibit 99.1 Risk Factors The following disclosure supplements the risk factors described in “Item 3. Key Information—D. Risk Factors—Summary of Risk Factors” of the Company’s annual report on Form 20-F for the year ended December 31, 2022 (the “Form 20-F”) with respect to some of the principal risks the Company faces in connection with its liquefied petroleum gas (“LPG”) segment. The following di |
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| November 13, 2023 |
Exhibit 4.2 SUBSCRIPTION AGREEMENT by and between TORO CORP. and PANI CORP. Dated as of April 17, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Purchase and Sale of the Purchased Shares SECTION 2.01. Purchase and Sale 4 SECTION 2.02. Closing 4 SECTION 2.03. Termination 4 ARTICLE III Representations and Warranties of the Company SECTION 3.01. Purchased Sha |
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| November 9, 2023 |
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022, and September 30, 2023 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2022, and 2023 F-3 Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Mezz |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addre |
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| November 9, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition and results of operations of Toro Corp. (“Toro”) for the nine month periods ended September 30, 2022, and September 30, 2023. Unless otherwise specified herein, references to the “Company”, “we”, “our” and “us” or similar terms shall include To |
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| November 9, 2023 |
Exhibit 99.1 Toro Corp. Reports Net Income of $35.1 Million for the Three Months Ended September 30, 2023 and $112.4 Million for the Nine Months Ended September 30, 2023 Limassol, Cyprus, November 9, 2023 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, today announced its results for the three months and the nine months ended Septem |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addre |
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| October 2, 2023 |
RESTRICTED STOCK AWARD AGREEMENT Exhibit 6 RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT, made as of September 28, 2023 (the “Date of Grant”), between Toro Corp. |
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| October 2, 2023 |
MHY8900D1085 / Toro Corp. / Pani Corp. - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 TORO CORP. (Name of Issuer) Common Shares, $0.001 par value per share (Title of Class of Securities) Y8900D108 (CUSIP Number) Petros Panagiotis Panagiotidis c/o Toro Corp. 223 Christodoulou Chatzipavlou Street Hawaii Royal Gardens 3036 Limassol, Cyprus Ph |
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| September 22, 2023 |
As filed with the Securities and Exchange Commission on September 22, 2023 As filed with the Securities and Exchange Commission on September 22, 2023 Registration No. |
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| September 22, 2023 |
Calculation of Filing Fee Tables Form S-8 Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Toro Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Shares of $0.001 par v |
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| September 22, 2023 |
TORO CORP. 2023 EQUITY INCENTIVE PLAN ARTICLE I. Exhibit 4.7 TORO CORP. 2023 EQUITY INCENTIVE PLAN ARTICLE I. General 1.1 Purpose This Equity Incentive Plan (the “Plan”) is designed to provide certain Key Persons (as defined below), whose initiative and efforts are deemed to be important to the successful conduct of the business of Toro Corp. (the “Company”), with incentives to (a) enter into and remain in the service of the Company or its Subsi |
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| September 20, 2023 |
Exhibit 99.1 Toro Corp. Announces the Sale of the M/T Wonder Formosa and the M/T Wonder Vega for an Aggregate $49.5 Million and Aggregate Expected Net Gain of $26.7 Million Limassol, Cyprus, September 20, 2023 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”) an international energy transportation services company, announces that on September 1, 2023 and September 5, 2023 respectively, the Co |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Addr |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| August 9, 2023 |
Toro Corp. Reports Net Income of $55.4 Million for the Three Months Ended June 30, 2023 and $77.3 Million for the Six Months Ended June 30, 2023 Limassol, Cyprus, August 9, 2023 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, today announced its results for the three months and the six months ended June 30, 2023. Highlights of the S |
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| August 9, 2023 |
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022, and June 30, 2023 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2022, and 2023 F-3 Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equit |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| August 9, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition and results of operations of Toro Corp. (“Toro”) for the six month periods ended June 30, 2022, and June 30, 2023. Unless otherwise specified herein, references to the “Company”, “we”, “our” and “us” or similar terms shall include Toro and its |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| August 8, 2023 |
Exhibit 99.1 SHARE PURCHASE AGREEMENT by and between CASTOR MARITIME INC. and TORO CORP. Dated as of August 7, 2023 TABLE OF CONTENTS ARTICLE I Definitions 1 SECTION 1.01. Definitions. 1 ARTICLE II Purchase and Sale of the Purchased Shares 3 SECTION 2.01. Purchase and Sale. 3 SECTION 2.02. Closing. 4 SECTION 2.03. Termination. 4 ARTICLE III Representations and Warranties of the Company 5 SECTION 3 |
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| June 27, 2023 |
Exhibit 99.1 Toro Corp. Announces the Sale of the M/T Wonder Musica for $28.0 Million With an Expected Net Gain of $17.0 Million and the Completion of the Sales of M/T Wonder Bellatrix and M/T Wonder Polaris Limassol, Cyprus, June 27, 2023 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”) an international energy transportation services company, announces that on June 15, 2023, the Company ent |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address o |
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| June 15, 2023 |
Toro Corp. Announces the Delivery of its second LPG Carrier Dream Arrax Exhibit 99.1 Toro Corp. Announces the Delivery of its second LPG Carrier Dream Arrax Limassol, Cyprus, June 15, 2023 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”), an international energy transportation services company, announces that on June 14, 2023, the Company took delivery of the 2015 eco design Japanese-built 5,000 cbm LPG carrier Dream Arrax, which it had agreed to acquire, as pre |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address o |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address of |
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| May 30, 2023 |
Toro Corp. Announces the Delivery of its first LPG Carrier Dream Terrax Exhibit 99.1 Toro Corp. Announces the Delivery of its first LPG Carrier Dream Terrax Limassol, Cyprus, May 30, 2023 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”), an international energy transportation services company, announces that on May 26, 2023, the Company took delivery of the 2020 eco design Japanese-built 5,000 cbm LPG carrier Dream Terrax, which it had agreed to acquire, as prev |
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| May 23, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition and results of operations of Toro Corp. (“Toro”) for the three month periods ended March 31, 2022, and March 31, 2023. Unless otherwise specified herein, references to the “Company”, “we”, “our” and “us” or similar terms shall include Toro and |
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| May 23, 2023 |
Toro Corp. Reports Net Income of $22.0 Million for the Three Months Ended March 31, 2023 Exhibit 99.1 Toro Corp. Reports Net Income of $22.0 Million for the Three Months Ended March 31, 2023 Limassol, Cyprus, May 23, 2023 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, today announced its results for the three months ended March 31, 2023. Highlights of the First Quarter Ended March 31, 2023: ◾ Total vessel revenues: $31 |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address of |
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| May 23, 2023 |
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS EX-99.1 2 brhc20053368ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Interim Consolidated Balance Sheets as of December 31, 2022, and March 31, 2023 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022, and 2023 F-3 Unaudited Interim Consolidated Statements of Shareholders |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address of |
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| May 19, 2023 |
Exhibit 99.1 Toro Corp. Announces the Sale of the M/T Wonder Polaris and the M/T Wonder Bellatrix for an Aggregate $71.5 Million and Aggregate Expected Net Gain of $42.9 Million Limassol, Cyprus, May 19, 2023 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”) an international energy transportation services company, announces that on May 12 and May 18, 2023, the Company entered into two separat |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address of |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address of |
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| May 4, 2023 |
Exhibit 99.1 Toro Corp. Announces the Sale of the M/T Wonder Avior for $30.1 Million and With an Expected Net Gain of $19.6 Million Limassol, Cyprus, May 4, 2023 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, announces that on April 28, 2023, the Company entered into an agreement with an unaffiliated third-party for the sale of the |
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| April 27, 2023 |
Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of April 27, 2023 (this “Agreement”), is between Pani Corp. |
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| April 27, 2023 |
MHY8900D1085 / Toro Corp. / Pani Corp. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TORO CORP. (Name of Issuer) Common Shares, $0.001 par value per share (Title of Class of Securities) Y8900D108 (CUSIP Number) Petros Panagiotis Panagiotidis c/o Toro Corp. 223 Christodoulou Chatzipavlou Street Hawaii Royal Gardens 3036 Limassol, Cyprus Phone number: +357 2 |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-41561 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| April 27, 2023 |
Exhibit 2 EXECUTION VERSION SUBSCRIPTION AGREEMENT by and between TORO CORP. and PANI CORP. Dated as of April 17, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Purchase and Sale of the Purchased Shares SECTION 2.01. Purchase and Sale 4 SECTION 2.02. Closing 4 SECTION 2.03. Termination 4 ARTICLE III Representations and Warranties of the Company SECTION 3.0 |
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| April 27, 2023 |
Toro Corp. Announces the En Bloc Acquisition of Four LPG Vessels Exhibit 99.1 Toro Corp. Announces the En Bloc Acquisition of Four LPG Vessels Limassol, Cyprus, April 27, 2023 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), an international energy transportation services company, announces that on April 26, 2023, the Company, through four wholly owned subsidiaries, entered into agreements with an unaffiliated third-party to acquire three 2015 Japanese- |
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| April 17, 2023 |
Toro Corp. Announces Entry into Subscription Agreement for the Issuance of 8,500,000 Common Shares Exhibit 99.1 Toro Corp. Announces Entry into Subscription Agreement for the Issuance of 8,500,000 Common Shares Limassol, Cyprus, April 17, 2023 – Toro Corp (NASDAQ: TORO), (“Toro” or the “Company”), an international energy transportation services company, announced today that on April 17, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with Pani Corp., a com |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-38802 TORO CORP. (Translation of registrant’s name into English) 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus (Address |
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| March 14, 2023 |
EX-FILING FEES 12 ny20007535x4ex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Toro Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price F |
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| March 14, 2023 |
Exhibit 10.2 MASTER MANAGEMENT AGREEMENT This Master Management Agreement (the “Agreement”) dated as of the 7th day of March 2023 (the “Effective Date”) is entered into by and between: 1. TORO CORP., a corporation duly organized and existing under the laws of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands ( |
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| March 14, 2023 |
As filed with the Securities and Exchange Commission on March 14, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 14, 2023 Registration No. |
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| March 14, 2023 |
Exhibit 1.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2023, between Toro Corp., a company incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| March 14, 2023 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Toro Corp., a company incorporated under the laws of the Republic of the Marshall Islands (the “Company”), hereby agrees to sell up to an aggregate of $[50,000,000] of registered securities |
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| March 14, 2023 |
FORM OF CLASS A COMMON SHARE PURCHASE WARRANT TORO CORP. EX-4.2 4 ny20007535x4ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 FORM OF CLASS A COMMON SHARE PURCHASE WARRANT TORO CORP. Warrant Shares: Issue Date: [●], 2023 THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or af |
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| March 14, 2023 |
EX-4.3 5 ny20007535x4ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 TORO CORP. and broadridge corporate issuer solutions, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [], 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2023 (“Agreement”), between Toro Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and Broadridge Corpo |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: Not applicable For the transition period from to Commission file number 001-41561 Toro Corp. |
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| March 8, 2023 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Toro Corp. (the “Company”), hereby certifies, to such officer’s knowledge, that: 1. the Annual R |
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| March 8, 2023 |
Exhibit 12.1 CERTIFICATIONS I, P. Panagiotidis, certify that: (1) I have reviewed this annual report on Form 20-F of Toro Corp.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| March 8, 2023 |
Exhibit 4.2 EXECUTION VERSION CONTRIBUTION AND SPIN-OFF DISTRIBUTION AGREEMENT by and between CASTOR MARITIME INC. and TORO CORP. dated as of , 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section1.1 General 3 Section1.2 References; Interpretation 8 ARTICLE II PRE-DISTRIBUTION TRANSACTIONS Section2.1 Articles of Incorporation; By-laws 8 Section2.2 Directors 8 Section2.3 Con |
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| March 8, 2023 |
Exhibit 2.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the annual report to which this exhibit is being filed, Toro Corp. (the “Company”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (1) Common shares, par value $0.001 per share (the “common sh |
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| February 22, 2023 |
TABLE OF CONTENTS Submitted on a confidential basis on February 22, 2023 CONFIDENTIAL TREATMENT REQUESTED This draft registration statement has not been filed publicly with the U. |
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| February 16, 2023 |
DRS 1 filename1.htm TABLE OF CONTENTS Submitted on a confidential basis on February 16, 2023 CONFIDENTIAL TREATMENT REQUESTED This draft registration statement has not been filed publicly with the U.S. Securities and Exchange Commission and all information contained herein remains confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F- |
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| February 7, 2023 |
CORRESP 1 filename1.htm February 7, 2023 Via Edgar Securities and Exchange Commission, Division of Corporation Finance, Officer of Energy and Transportation 100 F Street, N.E., Washington, D.C. 20549, United States of America. Re: Toro Corp. Registration Statement on Form 20-F, as amended (File No. 001-41561) Ladies and Gentlemen: Pursuant to Section 12(d) of the Securities Exchange Act, as amende |
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| February 2, 2023 |
CONSENT OF SULLIVAN & CROMWELL LLP Exhibit 15.2 CONSENT OF SULLIVAN & CROMWELL LLP We hereby consent to the reference to us under the heading “Item 1. Identity of Directors, Senior Management and Advisers¾B. Advisers” in Amendment No. 4 to the Registration Statement No. 001-41561 on Form 20-F of Toro Corp. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section |
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| February 2, 2023 |
Exhibit 15.1 Consent of Independent Registered Public Accounting Firm EX-15.1 2 ny20004961x14ex15-1.htm EXHIBIT 15.1 Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the use in this Registration Statement No. 001-41561 on Form 20-F of our report dated August 12, 2022, relating to the financial statements of Tankco Shipping Inc. Predecessor (subsequently renamed Toro Corp.). We also consent to the reference to us under the heading “ |
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| February 2, 2023 |
Consent of Seward & Kissel LLP Exhibit 15.3 Consent of Seward & Kissel LLP We hereby consent to the reference to our firm under the heading “Item 1. Identity of Directors, Senior Management and Advisers - B. Advisers” in Amendment No. 4 to the Registration Statement No. 001-41561 on Form 20-F of Toro Corp., without admitting that we come within the category of persons whose consent is required under, or that we are “experts” wi |
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| February 2, 2023 |
As filed with the Securities and Exchange Commission on February 2, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 2, 2023. |
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| January 20, 2023 |
Consent of Seward & Kissel LLP Exhibit 15.3 Consent of Seward & Kissel LLP We hereby consent to the reference to our firm under the heading “Item 1. Identity of Directors, Senior Management and Advisers—B. Advisers” in Amendment No. 3 to the Registration Statement No. 001-41561 on Form 20-F of Toro Corp., without admitting that we come within the category of persons whose consent is required under, or that we are “experts” with |
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| January 20, 2023 |
January 20, 2023 Via EDGAR United States Securities and Exchange Commission, Division of Corporation Finance, Office of Energy and Transportation, 100 F. |
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| January 20, 2023 |
As filed with the Securities and Exchange Commission on January 20, 2023. 20FR12B/A 1 ny20004961x1020fr12ba.htm 20FR12B/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 20, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 3 TO FORM 20-F ☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC |
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| January 20, 2023 |
CONSENT OF SULLIVAN & CROMWELL LLP Exhibit 15.2 CONSENT OF SULLIVAN & CROMWELL LLP We hereby consent to the reference to us under the heading “Item 1. Identity of Directors, Senior Management and Advisers—B. Advisers” in Amendment No. 3 to the Registration Statement No. 001-41561 on Form 20-F of Toro Corp. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section |
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| January 20, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement No. 001-41561 on Form 20-F of our report dated August 12, 2022, relating to the financial statements of Tankco Shipping Inc. Predecessor (subsequently renamed Toro Corp.). We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ De |
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| December 30, 2022 |
December 30, 2022 Via EDGAR United States Securities and Exchange Commission, Division of Corporation Finance, Office of Energy and Transportation, 100 F. |
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| December 30, 2022 |
Consent of Seward & Kissel LLP EX-15.3 8 ny20004961x8ex15-3.htm EXHIBIT 15.3 Exhibit 15.3 Consent of Seward & Kissel LLP We hereby consent to the reference to our firm under the heading "Item 1. Identity of Directors, Senior Management and Advisers - B. Advisers" in Amendment No. 2 to the Registration Statement No. 001-41561 on Form 20-F of Toro Corp., without admitting that we come within the category of persons whose consent |
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| December 30, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement No. 001-41561 on Form 20-F of our report dated August 12, 2022, relating to the financial statements of Tankco Shipping Inc. Predecessor (subsequently renamed Toro Corp.). We also consent to the reference to us under the heading “Experts” in such Registration Statement. /s/ De |
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| December 30, 2022 |
As filed with the Securities and Exchange Commission on December 30, 2022. 20FR12B/A 1 ny20004961x820fr12ba.htm 20FR12B/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 30, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 2 TO FORM 20-F ☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC |
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| December 30, 2022 |
EX-4.2 5 ny20004961x8ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 CONTRIBUTION AND SPIN OFF DISTRIBUTION AGREEMENT by and between CASTOR MARITIME INC. and TORO CORP. dated as of [•] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 3 Section 1.2 References; Interpretation 8 ARTICLE II PRE-DISTRIBUTION TRANSACTIONS Section 2.1 Articles of Incorporation; By-laws 8 Section 2.2 |
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| December 30, 2022 |
EX-1.3 4 ny20004961x8ex1-3.htm EXHIBIT 1.3 Exhibit 1.3 STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF 1.00% SERIES A FIXED RATE CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED SHARES OF TORO CORP. TORO CORP., a corporation organized and existing under the Business Corporations Act (the “BCA”) of the Republic of the Marshall Islands (the “Company”), in accordance with the provisions o |
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| December 30, 2022 |
CONSENT OF SULLIVAN & CROMWELL LLP EX-15.2 7 ny20004961x8ex15-2.htm EXHIBIT 15.2 Exhibit 15.2 CONSENT OF SULLIVAN & CROMWELL LLP We hereby consent to the reference to us under the heading “Item 1. Identity of Directors, Senior Management and Advisers¾B. Advisers” in Amendment No. 2 to the Registration Statement No. 001-41561 on Form 20-F of Toro Corp. In giving such consent, we do not thereby admit that we are in the category of pe |
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| December 30, 2022 |
EX-1.1 2 ny20004961x8ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 STATEMENT TO AMEND AND RESTATE ARTICLES OF INCORPORATION OF TORO CORP. UNDER SECTION 93 OF THE BUSINESS CORPORATIONS ACT The undersigned, Petros Panagiotidis, Chief Executive Officer of Toro Corp., a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending and restating the Articles of Incorp |
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| December 30, 2022 |
TORO CORP. AMENDED AND RESTATED BYLAWS As Adopted on [……………….] ARTICLE I EX-1.2 3 ny20004961x8ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 TORO CORP. AMENDED AND RESTATED BYLAWS As Adopted on [……………….] ARTICLE I OFFICES The principal place of business of Toro Corp. (the “Company”) shall be at such place or places as the Board of Directors of the Company (the “Board”) shall from time to time determine. The Company may also have an office or offices at such other places within or w |
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| December 1, 2022 |
EX-4.1 2 ny20004961x7ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 FORM OF SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of [•], 2022 between TORO CORP. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent SHAREHOLDER PROTECTION RIGHTS AGREEMENT Table of Contents Page ARTICLE I DEFINITIONS 1.1 Definitions 2 ARTICLE II THE RIGHTS 2.1 Legend 8 2.2 Exercise of Rights; Separation of Rights 8 2.3 Ad |
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| December 1, 2022 |
20FR12B/A 1 ny20004961x720fr12ba.htm FORM 20FR12B/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 1, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO FORM 20-F ☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| December 1, 2022 |
CONSENT OF SULLIVAN & CROMWELL LLP EX-15.2 4 ny20004961x7ex15-2.htm EXHIBIT 15.2 Exhibit 15.2 CONSENT OF SULLIVAN & CROMWELL LLP We hereby consent to the reference to us under the heading “Item 1. Identity of Directors, Senior Management and Advisers—B. Advisers” in Amendment No. 1 to the Registration Statement on Form 20-F of Toro Corp. In giving such consent, we do not thereby admit that we are in the category of persons whose co |
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| December 1, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-15.1 3 ny20004961x7ex15-1.htm EXHIBIT 15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement No. 001-41561 on Form 20-F of our report dated August 12, 2022, relating to the financial statements of Tankco Shipping Inc. Predecessor (subsequently renamed Toro Corp.). We also consent to the reference to us under the heading “E |
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| December 1, 2022 |
Consent of Seward & Kissel LLP EX-15.3 5 ny20004961x7ex15-3.htm EXHIBIT 15.3 Exhibit 15.3 Consent of Seward & Kissel LLP We hereby consent to the reference to our firm under the heading “Item 1. Identity of Directors, Senior Management and Advisers - B. Advisers” in Amendment No. 1 to the Registration Statement No. 001-41561 on Form 20-F of Toro Corp., without admitting that we come within the category of persons whose consent |
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| November 16, 2022 |
November 16, 2022 Via EDGAR United States Securities and Exchange Commission, Division of Corporation Finance, Office of Energy and Transportation, 100 F. |
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| November 16, 2022 |
Exhibit 1.4 FORM OF STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF THE SERIES B PREFERRED SHARES OF TORO CORP. TORO CORP., a corporation organized and existing under the Business Corporations Act (the ?BCA?) of the Republic of the Marshall Islands (the ?Company?), in accordance with the provisions of Section 35 thereof and the Amended and Restated Articles of Incorporation of th |
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| November 16, 2022 |
TORO CORP. FORM OF AMENDED AND RESTATED BYLAWS As Adopted on [……………….] ARTICLE I EX-1.2 3 ny20004961x5ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 TORO CORP. FORM OF AMENDED AND RESTATED BYLAWS As Adopted on [……………….] ARTICLE I OFFICES The principal place of business of Toro Corp. (the “Company”) shall be at such place or places as the Board of Directors of the Company (the “Board”) shall from time to time determine. The Company may also have an office or offices at such other places wit |
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| November 16, 2022 |
V8 POOL INC. As Company As Participant POOL AGREEMENT Relating to [●] Exhibit 4.6 V8 POOL INC. As Company -and- [?] As Participant - POOL AGREEMENT - Relating to [?] INDEX CLAUSE PAGE 1 DEFINITIONS 1 2 PURPOSE OF THE POOL ? SHARING OF REVENUES AND LIABILITIES 2 3 PERIOD OF THE VESSEL?S PARTICIPATION IN THE POOL 3 4 POOL VESSEL TOTAL COSTS 3 5 VESSEL?S TOTAL COSTS UPON ENTRY 6 6 TIME CHARTER PARTY 6 7 COMMERCIAL MANAGEMENT AGREEMENT/MANAGEMENT FEE 7 8 DISTRIBUTION 8 |
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| November 16, 2022 |
EX-4.2 7 ny20004961x5ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 CONTRIBUTION AND SPIN OFF DISTRIBUTION AGREEMENT by and between CASTOR MARITIME INC. and TORO CORP. dated as of [•] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 3 Section 1.2 References; Interpretation 8 ARTICLE II PRE-DISTRIBUTION TRANSACTIONS Section 2.1 Articles of Incorporation; By-laws 8 Section 2.2 |
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| November 16, 2022 |
20FR12B 1 ny20004961x520fr12b.htm 20FR12B TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 16, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF |
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| November 16, 2022 |
Consent of Seward & Kissel LLP Exhibit 15.3 Consent of Seward & Kissel LLP We hereby consent to the reference to our firm under the heading ?Item 1. Identity of Directors, Senior Management and Advisers - B. Advisers? in the Registration Statement on Form 20-F of Toro Corp., without admitting that we come within the category of persons whose consent is required under, or that we are ?experts? within the meaning of, the Securiti |
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| November 16, 2022 |
EX-1.3 4 ny20004961x5ex1-3.htm EXHIBIT 1.3 Exhibit 1.3 FORM OF STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF 1.00% SERIES A FIXED RATE CUMULATIVE PERPETUAL PREFERRED SHARES OF TORO CORP. TORO CORP., a corporation organized and existing under the Business Corporations Act (the “BCA”) of the Republic of the Marshall Islands (the “Company”), in accordance with the provisions of Se |
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| November 16, 2022 |
EX-1.1 2 ny20004961x5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TORO CORP. PURSUANT TO THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT Toro Corp., a Marshall Islands corporation (the “Company”), does hereby certify as follows: ARTICLE I NAME, DOMICILATION, PURPOSE AND POWERS Section 1.1 The name of the Company shall be: TORO CORP. Section 1.2 The pur |
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| November 16, 2022 |
EX-4.5 10 ny20004961x5ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 Private & confidential THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. IF YOU SIGN AND THE LENDER IS NOT PAID, YOU MAY HAVE TO PAY INSTEAD OF THE BORROWERS. YOUR LIABILITY WILL BE AS PROVIDED IN CLAUSE 2.1. Dated: . 2022 TORO CORP. - and - ALPHA BANK S.A. CO |
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| November 16, 2022 |
EX-4.3 8 ny20004961x5ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 MASTER MANAGEMENT AGREEMENT This Master Management Agreement (the “Agreement”) dated as of the [●]th day of [●] 2022 (the “Effective Date”) is entered into by and between: 1. TORO CORP., a corporation duly organized and existing under the laws of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake |
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| November 16, 2022 |
Exhibit 4.7 Private & confidential Dated: ?.. 2022 ALPHA BANK S.A. (as lender) - and - GAMORA SHIPPING CO. and ROCKET SHIPPING CO. (as joint and several borrowers) - and - CASTOR MARITIME INC. and TORO CORP. (as Corporate Guarantors) FIRST SUPPLEMENTAL AGREEMENT in relation to a Loan Agreement dated 27th April, 2021 for a secured loan facility of up to (originally) US$18,000,000 Theo V. Sioufas & |
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| November 16, 2022 |
EX-1.5 6 ny20004961x5ex1-5.htm EXHIBIT 1.5 Exhibit 1.5 FORM OF STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES C PARTICIPATING PREFERRED SHARES OF TORO CORP. TORO CORP., a corporation organized and existing under the Business Corporations Act (the “BCA”) of the Republic of the Marshall Islands (the “Company”), in accordance with the provisions of Section 35 thereof and the |
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| November 16, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form 20-F of our report dated August 12, 2022, relating to the financial statements of Tankco Shipping Inc. Predecessor (subsequently renamed Toro Corp.). We also consent to the reference to us under the heading ?Experts? in such Registration Statement. /s/ Deloitte Certifi |
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| November 16, 2022 |
CONSENT OF SULLIVAN & CROMWELL LLP Exhibit 15.2 CONSENT OF SULLIVAN & CROMWELL LLP We hereby consent to the reference to us under the heading ?Item 1. Identity of Directors, Senior Management and Advisers?B. Advisers? in the Registration Statement on Form 20-F of Toro Corp. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, |
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| November 16, 2022 |
Exhibit 4.4 Private & confidential Dated: 27th April, 2021 ALPHA BANK S.A. (as lender) - and - GAMORA SHIPPING CO. and ROCKET SHIPPING CO. (as joint and several borrowers) LOAN AGREEMENT for a secured floating interest rate loan facility of up to US$18,000,000 Theo V. Sioufas & Co. Law Offices Piraeus TABLE OF CONTENTS CLAUSE HEADINGS PAGE 1. PURPOSE, DEFINITIONS AND INTERPRETATION 1 2. THE LOAN 2 |
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| October 13, 2022 |
TORO CORP. FORM OF AMENDED AND RESTATED BYLAWS As Adopted on [……………….] ARTICLE I Exhibit 1.2 TORO CORP. FORM OF AMENDED AND RESTATED BYLAWS As Adopted on [??????.] ARTICLE I OFFICES The principal place of business of Toro Corp. (the ?Company?) shall be at such place or places as the Board of Directors of the Company (the ?Board?) shall from time to time determine. The Company may also have an office or offices at such other places within or without the Marshall Islands as the |
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| October 13, 2022 |
V8 POOL INC. As Company As Participant POOL AGREEMENT Relating to [●] Exhibit 4.6 V8 POOL INC. As Company -and- [?] As Participant - POOL AGREEMENT - Relating to [?] INDEX CLAUSE PAGE 1 DEFINITIONS 1 2 PURPOSE OF THE POOL ? SHARING OF REVENUES AND LIABILITIES 2 3 PERIOD OF THE VESSEL?S PARTICIPATION IN THE POOL 3 4 POOL VESSEL TOTAL COSTS 3 5 VESSEL?S TOTAL COSTS UPON ENTRY 6 6 TIME CHARTER PARTY 6 7 COMMERCIAL MANAGEMENT AGREEMENT/MANAGEMENT FEE 7 8 DISTRIBUTION 8 |
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| October 13, 2022 |
Exhibit 4.1 FORM OF SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of , between TORO CORP. and , as Rights Agent SHAREHOLDER PROTECTION RIGHTS AGREEMENT Table of Contents Page ARTICLE I DEFINITIONS 1.1 Definitions 2 ARTICLE II THE RIGHTS 2.1 Legend 8 2.2 Exercise of Rights; Separation of Rights 8 2.3 Adjustments to Exercise Price; Number of Rights 11 2.4 Date on Which Exercise is Effective 12 2. |
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| October 13, 2022 |
TABLE OF CONTENTS Submitted on a confidential basis on October 13, 2022 CONFIDENTIAL TREATMENT REQUESTED This second draft registration statement has not been filed publicly with the U. |
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| October 13, 2022 |
EX-1.1 2 filename2.htm Exhibit 1.1 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TORO CORP. PURSUANT TO THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT Toro Corp., a Marshall Islands corporation (the “Company”), does hereby certify as follows: ARTICLE I NAME, DOMICILATION, PURPOSE AND POWERS Section 1.1 The name of the Company shall be: TORO CORP. Section 1.2 The purpose of the Company |
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| October 13, 2022 |
Exhibit 1.3 FORM OF STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF 1.00% SERIES A FIXED RATE CUMULATIVE PERPETUAL PREFERRED SHARES OF TORO CORP. TORO CORP., a corporation organized and existing under the Business Corporations Act (the ?BCA?) of the Republic of the Marshall Islands (the ?Company?), in accordance with the provisions of Section 35 thereof and the Amended and Restat |
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| October 13, 2022 |
October 13, 2022 Via EDGAR United States Securities and Exchange Commission, Division of Corporation Finance, Office of Energy and Transportation, 100 F. |
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| October 13, 2022 |
Exhibit 1.5 FORM OF STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES C PARTICIPATING PREFERRED SHARES OF TORO CORP. TORO CORP., a corporation organized and existing under the Business Corporations Act (the ?BCA?) of the Republic of the Marshall Islands (the ?Company?), in accordance with the provisions of Section 35 thereof and the Amended and Restated Articles of Incorpora |
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| October 13, 2022 |
Exhibit 4.2 CONTRIBUTION AND SPIN OFF DISTRIBUTION AGREEMENT by and between CASTOR MARITIME INC. and TORO CORP. dated as of [?] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 3 Section 1.2 References; Interpretation 8 ARTICLE II PRE-DISTRIBUTION TRANSACTIONS Section 2.1 Articles of Incorporation; By-laws 8 Section 2.2 Directors 8 Section 2.3 Contribution 8 Sect |
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| October 13, 2022 |
Exhibit 1.4 FORM OF STATEMENT OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF THE SERIES B PREFERRED SHARES OF TORO CORP. TORO CORP., a corporation organized and existing under the Business Corporations Act (the ?BCA?) of the Republic of the Marshall Islands (the ?Company?), in accordance with the provisions of Section 35 thereof and the Amended and Restated Articles of Incorporation of th |
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| August 12, 2022 |
TABLE OF CONTENTS Submitted on a confidential basis on August 12, 2022 CONFIDENTIAL TREATMENT REQUESTED This draft registration statement has not been filed publicly with the U. |
