SecProbe.io

CORRESP
1
filename1.htm

    December 30, 2022

    Via EDGAR

      United

        States Securities and Exchange Commission,

      Division of Corporation Finance, Office of Energy and Transportation,

      100 F. Street, N.E.,

      Washington, D.C. 20549,

      United States.

              Re:

              Tankco Shipping Inc.

                Registration Statement on Form 20-F

                Filed November 16, 2022

                Amendment No. 1 to Draft Registration Statement on Form 20-F

                  Filed on December 1, 2022

                  CIK No. 0001941131

    Ladies and Gentlemen:

    On behalf of our client, Castor Maritime Inc. (“Castor”), parent corporation to its wholly owned subsidiary, Toro Corp. (previously “Tankco Shipping Inc.” and referred to
      herein as “Toro” or the “Company”), we wish to inform you that Toro has filed a second amendment to the above-referenced Registration Statement on Form 20-F (the “Revised Registration Statement”).  The Revised Registration Statement reflects the
      Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated December 13, 2022 (the “Comment Letter”), as well as certain updated, revised and supplemental
      information.

    The headings and numbered items of this letter correspond to those in the Comment Letter.  For your convenience, each of the comments from the Comment Letter is restated in
      bold type prior to the Company’s response.  The page numbers in the Company’s responses refer to the page numbers in the Revised Registration Statement.  Defined terms used and not otherwise defined in this letter have the meanings ascribed to them
      in the Revised Registration Statement.

    The responses to the Staff’s comments set forth below, as well as the changes in disclosure referenced in the responses, are the responses and changes of Toro, and we are
      providing them to you on its behalf.

                  United States Securities and Exchange Commission,

                   Division of Corporation Finance, Office of Energy

                   and Transportation

             -2-

      Risk Factors

      Our articles of incorporation contain exclusive forum provisions..., page 20

              1.

              In your response to comment 2 you confirm that in order for Section 2 of Article XI of the Company’s Amended and
                  Restated Bylaws to apply, a claim must both arise under the Securities Act or the Exchange Act and not constitute any “Specified Claim”, including being any derivative action. As investors may have a right to bring derivative actions
                  under both the Securities Act and the Exchange Act, please revise to make clear the criteria for claims to qualify for Section 2 of Article XI, and disclose that such "derivative actions" would not qualify for the exclusive forum clause
                  in Section 2 of Article XI that places such exclusive forum in the the United States District Court for the Southern District of New York. Rather, make clear that derivative actions, including those actions arising under the Securities
                  Act or Exchange Act, would be subject to Section 1 of Article XI, with exclusive forum in the High Court of the Republic of the Marshall Islands. Please make similar revisions to your section "Exclusive Forum" on page 83 such that you
                  have consistent disclosure throughout your filing as to the applicability of your provisions to actions arising under the Securities Act or Exchange Act.

          Response:  The Company has revised Article XI of its Amended and Restated Bylaws (filed as Exhibit 1.2 to the Revised Registration Statement) such that any claim under the Securities Act or the Exchange
        would qualify for the exclusive forum clause in Section 2 of Article XI. The Company has updated the discussion on pages 30 and 84 of the Revised Registration Statement to reflect this revision and to have consistent disclosure throughout the
        Revised Registration Statement as to the applicability of the exclusive forum provisions in its Amended and Restated Bylaws.

    * * * * *

                    United States Securities and Exchange Commission,

                     Division of Corporation Finance, Office of Energy

                     and Transportation

                -3-

    If you have additional questions or require any additional information with respect to the registration statement or this letter, please do not hesitate to contact me at +44 20
      7959 8470 or andronikosn@sullcrom.com.

              Very truly yours,

              /s/ Nikolaos G. Andronikos

              Nikolaos G. Andronikos

              CC:

              Cheryl Brown

              Kevin Dougherty

              Brian McAllister

              Raj Rajan

              (Securities and Exchange Commission)

              Theodore Konstantatos

              Petros Panagiotidis

              Ioannis Lazaridis

              (Toro Corp.)