SEC Comment Letter 0000000000-23-013320 to TORO CORP. (TORO) (CIK 0001941131) (TORO)
TORO CORP. (TORO) (CIK 0001941131)
Date: Dec. 6, 2023 · CIK: 0001941131 · Accession: 0000000000-23-013320
AI Filing Summary & Sentiment
File numbers found in text: 333-275477
Letter
United States securities and exchange commission logo December 6, 2023 Petros Panagiotidis Chairman and Chief Executive Officer TORO CORP. 223 Christodoulou Chatzipavlou Street Hawaii Royal Gardens 3036 Limassol Cyprus Re:TORO CORP. Registration Statement on Form F-3 Filed November 13, 2023 File No. 333-275477 Dear Petros Panagiotidis: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form F-3 filed November 13, 2023 General 1.It appears that the aggregate market value of the shares of your common stock held by non-affiliates during the 60 days prior to November 13, 2023, did not exceed the $75 million threshold that General Instruction I.B.1 of Form F-3 specifies. Please provide us with your analysis demonstrating your ability to use Form F-3 pursuant to General Instruction 1.B.1. Alternatively, if you are relying on General Instruction I.B.5 for Form F-3 eligibility, please include the information required pursuant to Instruction 7 and General Instruction I.B.5 of Form F-3.
FirstName LastNamePetros Panagiotidis Comapany NameTORO CORP. December 6, 2023 Page 2 FirstName LastName Petros Panagiotidis TORO CORP. December 6, 2023 Page 2 2.Please file the form of indenture as an exhibit to your registration statement prior to requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina Dorin, Attorney-Adviser, at (202) 551-3763 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Ioannis Lazaridis
Show Raw Text
United States securities and exchange commission logo
December 6, 2023
Petros Panagiotidis
Chairman and Chief Executive Officer
TORO CORP.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol
Cyprus
Re:TORO CORP.
Registration Statement on Form F-3
Filed November 13, 2023
File No. 333-275477
Dear Petros Panagiotidis:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form F-3 filed November 13, 2023
General
1.It appears that the aggregate market value of the shares of your common stock held by
non-affiliates during the 60 days prior to November 13, 2023, did not exceed the $75
million threshold that General Instruction I.B.1 of Form F-3 specifies. Please provide us
with your analysis demonstrating your ability to use Form F-3 pursuant to General
Instruction 1.B.1. Alternatively, if you are relying on General Instruction I.B.5 for Form
F-3 eligibility, please include the information required pursuant to Instruction 7 and
General Instruction I.B.5 of Form F-3.
FirstName LastNamePetros Panagiotidis
Comapany NameTORO CORP.
December 6, 2023 Page 2
FirstName LastName
Petros Panagiotidis
TORO CORP.
December 6, 2023
Page 2
2.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of the Trust
Indenture Act of 1939 Compliance and Disclosure Interpretations.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Ioannis Lazaridis