SEC Comment Letter 0000000000-23-000379 to TORO CORP. (TORO) (CIK 0001941131) (TORO)
TORO CORP. (TORO) (CIK 0001941131)
Date: Jan. 13, 2023 · CIK: 0001941131 · Accession: 0000000000-23-000379
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41561
Letter
United States securities and exchange commission logo January 13, 2023 Petros Panagiotidis Chief Executive Officer Toro Corp. 223 Christodoulou Chatzipavlou Street Hawaii Royal Gardens 3036 Limassol, Cyprus Re:Toro Corp. Amendment No. 2 to Registration Statement on Form 20-F Filed December 30, 2022 File No. 001-41561 Dear Petros Panagiotidis: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to these comments, we may have additional comments. Amendment No. 2 to Form 20-F filed December 30, 2022 Explanatory Note, page v 1.You disclose that the Series A Preferred Shares retained by RemainCo will be issued as part of the consideration for the contribution of the Toro Subsidiaries to Toro, and for certain balance sheet adjustments. Please disclose reasons the number of Series A Preferred Shares to be retained increased from 60,000 to 140,000, and also became convertible securities in this last amendment, and disclose if such change in the terms of the transactions was approved by the independent disinterested directors of Castor, based on the recommendation of the Special Committee.
FirstName LastNamePetros Panagiotidis Comapany NameToro Corp. January 13, 2023 Page 2 FirstName LastName Petros Panagiotidis Toro Corp. January 13, 2023 Page 2 Item 3. Key Information B. Capitalization and Indebtedness, page 1 2.We note footnote (3) discloses that Series A Preferred Shares are presented at fair value based on an independent third party valuation. Please disclose a description of the valuation technique(s) and the inputs used in the fair value measurement. We refer you to ASC 820-10-55-103. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Raj Rajan, Staff Accountant, at (202) 551-3388 if you have questions regarding comments on the financial statements and related matters. Please contact Cheryl Brown, Staff Attorney, at (202) 551- 3905 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Nikolaos Andronikos
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United States securities and exchange commission logo
January 13, 2023
Petros Panagiotidis
Chief Executive Officer
Toro Corp.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
Re:Toro Corp.
Amendment No. 2 to
Registration Statement on Form 20-F
Filed December 30, 2022
File No. 001-41561
Dear Petros Panagiotidis:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 2 to Form 20-F filed December 30, 2022
Explanatory Note, page v
1.You disclose that the Series A Preferred Shares retained by RemainCo will be issued as
part of the consideration for the contribution of the Toro Subsidiaries to Toro, and for
certain balance sheet adjustments. Please disclose reasons the number of Series A
Preferred Shares to be retained increased from 60,000 to 140,000, and also became
convertible securities in this last amendment, and disclose if such change in the terms of
the transactions was approved by the independent disinterested directors of Castor, based
on the recommendation of the Special Committee.
FirstName LastNamePetros Panagiotidis
Comapany NameToro Corp.
January 13, 2023 Page 2
FirstName LastName
Petros Panagiotidis
Toro Corp.
January 13, 2023
Page 2
Item 3. Key Information
B. Capitalization and Indebtedness, page 1
2.We note footnote (3) discloses that Series A Preferred Shares are presented at fair value
based on an independent third party valuation. Please disclose a description of the
valuation technique(s) and the inputs used in the fair value measurement. We refer you to
ASC 820-10-55-103.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Raj Rajan,
Staff Accountant, at (202) 551-3388 if you have questions regarding comments on the financial
statements and related matters. Please contact Cheryl Brown, Staff Attorney, at (202) 551-
3905 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Nikolaos Andronikos