As filed with the Securities and Exchange Commission on November 13, 2023
File Nos. 333-
The Republic of the Marshall Islands | | | N/A |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
223 Christodoulou Chatzipavlou Street Hawaii Royal Gardens, 3036 Limassol Cyprus + 357 25 357 768 | | | Puglisi & Associates 850 Library Avenue Newark, Delaware 19711 Tel: +1 302 738 6680 (Name, address and telephone number of agent for service) |
(Address and telephone number of Registrant’s principal executive offices) | | |
• | our business strategy, expected capital spending and other plans and objectives for future operations, including our ability to expand our business as a new entrant to the tanker and liquid petroleum gas (“LPG”) shipping industries; |
• | tanker and LPG market conditions and trends, including volatility in charter rates (particularly for vessels employed in the spot voyage market or in commercial pools); |
• | factors affecting supply and demand for vessels such as fluctuations in demand for and the price of crude oil and/or refined petroleum products as well as of petrochemical and liquefied petroleum gas products, opportunities for the profitable operations of tanker and/or LPG carriers and the strength of world economies; |
• | the effects of our spin-off by Castor Maritime Inc.; |
• | our ability to realize the expected benefits from our vessel acquisitions, and the effects of our fleet’s size on our future financial condition, operating results, future revenues and expenses, future liquidity and the adequacy of cash flows from our operations; |
• | the market value of our vessels, which, if it declines, could cause us to incur impairment charges and breach the covenants under our debt agreements; |
• | our relationships with our current and future service providers and customers, including the ongoing performance of their obligations, dependence on their expertise, compliance with applicable laws, and any impacts on our reputation due to our association with them; |
• | our ability to borrow under debt agreements or to refinance our debt on favorable terms and our ability to comply with the covenants contained therein, in particular due to economic, financial or operational reasons; |
• | competition in the tanker and LPG marine transportation industries; |
• | future LPG, crude oil and oil products prices and production; |
• | the supply of petrochemical gases, including ethane and ethylene, available for seaborne transportation; |
• | our continued ability to enter into time charters, voyage charters and pool arrangements with existing and new customers and pool operators, and to re-charter our vessels upon the expiry of the existing charters; |
• | changes in our operating and capitalized expenses, including bunker prices, dry-docking, insurance costs, costs associated with regulatory compliance and costs associated with climate change; |
• | our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue); |
• | instances of off-hire, including due to vessel upgrades and repairs; |
• | fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies; |
• | future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards; |
• | volatility in our share price, including due to high-volume transactions in our shares by retail investors; |
• | potential conflicts of interest involving members of our Board, senior management and certain of our service providers that are related parties; |
• | general domestic and international political conditions or events, including conflicts and wars, such as the ongoing armed conflicts affecting each of Ukraine and Middle East, international sanctions, “trade wars”, global public health threats and major outbreaks of disease; |
• | changes in seaborne and other transportation, including due to fluctuating demand for tanker carriers and/or LPG carriers and/or disruption of shipping routes due to accidents, political events, international sanctions, international hostilities and instability, piracy, war or acts of terrorism; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities, including changes to environmental regulations applicable to the shipping industry; |
• | business disruptions due to natural disasters or other disasters outside our control; |
• | accidents or the occurrence of other events related to the operational risks associated with transporting crude oil and/or refined petroleum products and/ or liquefied petroleum products; and |
• | any other factor described in this prospectus, or the documents incorporated by reference herein, or in our filings with the SEC, including Toro’s Annual Report on Form 20-F for the year ended December 31, 2022 (the “Annual Report”) and our Report on Form 6-K filed with the SEC on November 13, 2023 (the “LPG Report”), incorporated by reference herein. |
• | Annual Report of Toro Corp. on Form 20-F for the year ended December 31, 2022, filed on March 8, 2023; |
• | The description of the Common Shares contained in Exhibit 2.2 to the Annual Report, including any amendment or report filed for the purpose of updating such description; and |
• | The reports on Form 6-K filed on April 17, 2023, April 27, 2023, May 4, 2023, May 19, 2023, May 23, 2023 (only the filing with film number 23946737), May 30, 2023, June 15, 2023, June 27, 2023, August 8, 2023, August 9, 2023 (only the filling with film number 231153393), September 20, 2023, November 9, 2023 (only the filling with film number 231390329) and November 13, 2023. |
• | on an actual basis; |
• | on an as-adjusted basis, to give effect to events that have occurred between October 1, 2023 and November 13, 2023: |
(All figures in U.S. dollars) | | | Actual | | | As Adjusted |
Debt: | | | | | ||
Long-term debt (including current portion) — Secured(1) | | | $5,593,600 | | | $5,257,200 |
Total debt | | | $5,593,600 | | | $5,257,200 |
| | | | |||
Mezzanine equity: | | | | | ||
Series A Preferred Shares | | | $118,848,806 | | | $118,848,806 |
| | | | |||
Parent company equity/ Shareholders Equity: | | | | | ||
Capital Stock | | | $19,201 | | | $19,201 |
Series B Preferred Shares | | | $40 | | | $40 |
Additional paid-in capital | | | $56,834,671 | | | $56,834,671 |
Retained earnings | | | $92,585,421 | | | $92,542,643 |
Total parent company equity/ Shareholders Equity | | | $149,439,333 | | | $149,396,555 |
Total Capitalization | | | $273,881,739 | | | $273,502,561 |
(1) | Long Term Debt is presented gross of deferred financing costs and the capitalization table does not take into account any amortization of deferred finance fees incurred between October 1, 2023 and November 13, 2023. |
• | a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers; or |
• | trading plans entered into by us pursuant to Rule 10b5-1 under the Exchange Act, or any similar plans, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement that provide for periodic sales of our common shares on the basis of parameters described in such trading plans. |
• | enter into transactions involving short sales of common shares by broker-dealers; |
• | sell common shares short and deliver the shares to close out short positions; or |
• | loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares. |
(a) | to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation); or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
(a) | to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”); or |
(c) | in any other circumstances falling within Section 86 of the FSMA, |
SEC registration fee | | | $5,093.68 |
FINRA filing fee | | | $5,676.50 |
Legal fees and expenses | | | $10,000.00 |
Accounting fees and expenses | | | $10,000.00 |
Miscellaneous | | | $5,000.00 |
Total | | | $35,770.18 |
Item 8. | Indemnification of Directors and Officers. |
Item 10. | Undertakings |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; and |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. |
(5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person |
(6) | That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser. |
(7) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Exhibit Number | | | Description |
1.1 | | | Form of Underwriting Agreement* |
| | Amended & Restated Articles of Incorporation of Toro Corp. (incorporated by reference to Exhibit 1.1 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | Amended & Restated Bylaws of Toro Corp. (incorporated by reference to Exhibit 1.2 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | Statement of Designation of the Rights, Preferences and Privileges of the 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Toro (incorporated by reference to Exhibit 1.3 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | Statement of Designation of the Rights, Preferences and Privileges of the Series B Preferred Shares of Toro (incorporated by reference to Exhibit 1.4 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | Statement of Designation of the Rights, Preferences and Privileges of the Series C Participating Preferred Shares of Toro (incorporated by reference to Exhibit 1.5 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | Shareholder Protection Rights Agreement by and between Toro Corp. and Broadridge Corporate Issuer Solutions, Inc., as rights agent (incorporated by reference to Exhibit 4.1 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | Subscription Agreement by and between Toro Corp. and Pani Corp., dated as of April 17, 2023. | |
| | Opinion of Seward & Kissel LLP, Marshall Islands counsel to the Company. | |
| | Opinion of Sullivan & Cromwell LLP with respect to certain U.S. tax matters. | |
| | Consent of Independent Registered Public Accounting Firm (Deloitte Certified Public Accountants S.A.) relating to the combined carve-out financial statements of Toro Corp. Predecessor. | |
| | Consent of Independent Registered Public Accounting Firm (Deloitte Certified Public Accountants S.A.) relating to the combined carve-out financial statements of Toro Corp. | |
| | Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1). | |
| | Consent of Seward & Kissel LLP (included in Exhibit 5.1). | |
| | Power of Attorney (included on signature page). | |
| | Filing Fee Table. |
* | To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K. |
| | TORO CORP. | ||||
| | | | |||
| | By: | | | /s/ Petros Panagiotidis | |
| | Name: | | | Petros Panagiotidis | |
| | Title: | | | Chairman and Chief Executive Officer |
Signature | | | Title |
| | ||
/s/ Petros Pangiotidis | | | Chairman, Chief Executive Officer and Director |
Petros Panagiotidis | | ||
| | ||
/s/ Ioannis E. Lazaridis | | | Chief Financial Officer |
Ioannis E. Lazaridis | | ||
| | ||
/s/ Angelos Rounick Platanias | | | Director |
Angelos Rounick Platanias | | ||
| | ||
/s/ Petros Zavakopoulos | | | Director |
Petros Zavakopoulos | |
| | | | PUGLISI & ASSOCIATES | |||||
| | | | | | ||||
| | By: | | | /s/ Donald J. Puglisi | ||||
| | | | Name: | | | Donald J. Puglisi | ||
| | | | Title: | | | Managing Director |
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