AI OKTO Corp 6-K, filed Oct 15, 2026
AI OKTO Corp. (AIOK)
6-K
2026-10-15
For: 2026-10-15
View Original
Added on
October 15, 2026
About this 6-K
AI OKTO Corp filed this 6-K on October 15, 2026.
AI OKTO Corp. completed its spin-off on October 8, 2026, began trading October 9, 2026, and operates two LPG carriers; six-month revenue was $4,205,437 and net income was $187,798. AI summary
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-43187
AI OKTO CORP.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F ☒
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Form 40-F ☐
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INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Attached to this Report on Form 6-K as Exhibits 99.1 and 99.2 are the unaudited interim condensed combined carve-out financial statements, and the accompanying notes thereto, of the predecessor of AI OKTO CORP. (the “Company”) for the six months ended June 30, 2026, and the related management’s discussion and analysis of financial condition and results of operations of the Company for the six-month periods ended June 30, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AI OKTO CORP.
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Dated: October 15, 2026
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By:
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/s/ Petros Panagiotidis
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Petros Panagiotidis
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Chief Executive Officer
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Exhibit 99.1
INDEX TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
| Page | |
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Unaudited Condensed Combined Carve-out Balance Sheets as of December 31, 2025, and June 30, 2026
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F-2 |
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Unaudited Interim Condensed Combined Carve-out Statements of Operations for the six months ended June 30, 2025 and 2026
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F-3 |
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Unaudited Condensed Combined Carve-out Statements of Changes in Net Parent Investment for the six months ended June 30, 2025 and 2026
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F-4 |
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Unaudited Interim Condensed Combined Carve-out Statements of Cash Flows for the six months ended June 30, 2025 and 2026
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F-5 |
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Notes to Unaudited Interim Condensed Combined Carve-out Financial Statements
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F-6 |
F-1
AI OKTO CORP. PREDECESSOR
UNAUDITED CONDENSED COMBINED CARVE-OUT BALANCE SHEETS
December 31, 2025 and June 30, 2026
(Expressed in U.S. Dollars – except for share data)
| December 31, | June 30, | |||||||||||
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ASSETS
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Note | 2025 | 2026 | |||||||||
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CURRENT ASSETS:
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||||||||||||
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Cash and cash equivalents
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$ | 622 | $ | 7,856 | ||||||||
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Due from related parties, current
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3 | 17,858,005 | 18,765,388 | |||||||||
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Inventories
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62,728 | 60,135 | ||||||||||
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Prepaid expenses and other assets
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169,450 | 102,056 | ||||||||||
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Deferred finance fees, current
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6 | — | 47,535 | |||||||||
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Accrued revenue
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9,113 | 8,783 | ||||||||||
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Total current assets
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18,099,918 | 18,991,753 | ||||||||||
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NON-CURRENT ASSETS:
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||||||||||||
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Vessels, net
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5 | 29,656,854 | 28,710,784 | |||||||||
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Restricted cash
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6 | — | 540,000 | |||||||||
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Due from related party, non-current
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3 | 603,093 | 603,093 | |||||||||
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Deferred finance fees, non-current
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6 | — | 173,209 | |||||||||
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Deferred charges, net
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4 | 1,835,981 | 1,632,186 | |||||||||
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Total non-current assets
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32,095,928 | 31,659,272 | ||||||||||
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Total assets
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$ | 50,195,846 | $ | 50,651,025 | ||||||||
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LIABILITIES AND NET PARENT INVESTMENT
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||||||||||||
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CURRENT LIABILITIES:
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||||||||||||
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Accounts payable
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707,636 | 585,267 | ||||||||||
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Deferred revenue
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335,000 | — | ||||||||||
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Accrued liabilities
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270,929 | 142,802 | ||||||||||
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Total current liabilities
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1,313,565 | 728,069 | ||||||||||
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Total liabilities
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1,313,565 | 728,069 | ||||||||||
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Commitments and contingencies
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8 | |||||||||||
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Net parent investment
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48,882,281 | 49,922,956 | ||||||||||
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Total liabilities and net parent investment
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$ | 50,195,846 | $ | 50,651,025 | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed combined carve-out financial statements.
F-2
AI OKTO CORP. PREDECESSOR
UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT STATEMENTS OF OPERATIONS
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars – except for share data)
|
Six
months ended
June
30,
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Six
months ended
June
30,
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Note
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2025
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2026
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REVENUES:
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Time charter revenues
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9 | 7,528,174 | 4,205,437 | |||||||||
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Total vessel revenues
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$ | 7,528,174 | $ | 4,205,437 | ||||||||
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EXPENSES:
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Voyage expenses (including
$223,913 and $126,173 to related party for the six
months ended June 30, 2025, and 2026, respectively) |
3,10 | (360,353 | ) | (210,289 | ) | |||||||
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Vessel operating expenses
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10 | (3,851,595 | ) | (1,873,745 | ) | |||||||
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Management fees to related
party
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3 | (775,404 | ) | (398,200 | ) | |||||||
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Depreciation and
amortization
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4,5 | (1,891,522 | ) | (1,149,865 | ) | |||||||
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General and administrative
expenses (including $358,975 and $177,903 to related
party for the six months ended June 30, 2025, and 2026, respectively) |
3 | (846,840 | ) | (595,796 | ) | |||||||
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Total expenses
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$ | (7,725,714 | ) | $ | (4,227,895 | ) | ||||||
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Operating loss
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$ | (197,540 | ) | $ | (22,458 | ) | ||||||
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OTHER (EXPENSES)/INCOME:
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Interest and finance costs
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(7,055 | ) | (113,197 | ) | ||||||||
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Interest income
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286,125 | 324,757 | ||||||||||
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Foreign exchange losses
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(10,796 | ) | (1,304 | ) | ||||||||
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Total other income, net
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$ | 268,274 | $ | 210,256 | ||||||||
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Net income
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$ | 70,734 | $ | 187,798 | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed combined carve-out financial statements.
F-3
AI OKTO CORP. PREDECESSOR
UNAUDITED CONDENSED COMBINED CARVE-OUT STATEMENTS OF CHANGES IN NET PARENT INVESTMENT
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars – except for share data)
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Net
parent
investment | ||||
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Balance, December 31, 2024
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$ | 70,756,479 | ||
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Net income
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70,734 | |||
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Net increase in net parent
investment (Note 1)
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846,840 | |||
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Balance, June 30, 2025
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$ | 71,674,053 | ||
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Balance, December 31, 2025
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$ | 48,882,281 | ||
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Net income
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187,798 | |||
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Net increase in net parent
investment (Note 1)
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852,877 | |||
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Balance, June 30, 2026
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$ | 49,922,956 | ||
The accompanying notes are an integral part of these unaudited interim condensed combined carve-out financial statements.
F-4
AI OKTO CORP. PREDECESSOR
UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2025 and 2026
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(Expressed in U.S. Dollars)
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||||||||||||
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Note
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Six
months ended
June 30, 2025 |
Six
months ended
June 30, 2026 | ||||||||||
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Cash Flows provided by Operating Activities:
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||||||||||||
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Net income
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$ | 70,734 | $ | 187,798 | ||||||||
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Adjustments to reconcile net income to net cash provided by
Operating
activities: |
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Depreciation and
amortization
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4,5 | 1,891,522 | 1,149,865 | |||||||||
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Amortization of deferred
finance fees
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— | 11,721 | ||||||||||
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Straight line amortization
of hire
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(64,411 | ) | 330 | |||||||||
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Changes in operating assets and liabilities:
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||||||||||||
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Inventories
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27,793 | 2,592 | ||||||||||
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Due from/to related party
manager
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3 | 1,270,584 | 154,928 | |||||||||
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Prepaid expenses and other
assets
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(661,175 | ) | 67,394 | |||||||||
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Accounts payable
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291,384 | (53,871 | ) | |||||||||
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Accrued liabilities
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491,426 | 20,706 | ||||||||||
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Deferred revenue
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26,000 | (335,000 | ) | |||||||||
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Dry-dock costs paid
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(1,042,011 | ) | (225,070 | ) | ||||||||
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Net cash provided by Operating Activities
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2,301,846 | 981,393 | ||||||||||
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Cash flow used in Investing Activities:
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Net transfers to Treasury
manager
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3 | (3,148,691 | ) | (1,062,311 | ) | |||||||
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Net cash used in Investing
Activities
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(3,148,691 | ) | (1,062,311 | ) | ||||||||
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Cash flows provided by
Financing Activities:
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Net increase in parent
investment
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846,840 | 852,877 | ||||||||||
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Proceeds from long-term debt
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6 | — | 4,885,322 | |||||||||
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Repayment of long-term debt
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6 | — | (4,885,322 | ) | ||||||||
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Payment of deferred
financing costs
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— | (224,725 | ) | |||||||||
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Net cash provided by
Financing Activities
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846,840 | 628,152 | ||||||||||
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Net (decrease)/ increase in
cash, cash equivalents and restricted cash
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(5 | ) | 547,234 | |||||||||
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Cash, cash equivalents and
restricted cash at the beginning of the period
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736 | 622 | ||||||||||
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Cash, cash equivalents and
restricted cash at the end of the period
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731 | 547,856 | ||||||||||
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RECONCILIATION OF CASH, CASH
EQUIVALENTS AND RESTRICTED CASH
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Cash and cash equivalents
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$ | 731 | $ | 7,856 | ||||||||
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Restricted cash
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$ | — | $ | 540,000 | ||||||||
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Cash, cash equivalents, and
restricted cash
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$ | 731 | $ | 547,856 | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed combined carve-out financial statements
F-5
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
Basis of Presentation and General information:
The accompanying unaudited interim condensed combined carve-out financial statements, include the subsidiaries (collectively, the “AI OKTO Subsidiaries” or the “Company”) comprising the liquefied petroleum gases (“LPG”) carrier segment of Toro Corp. (“Toro”, or the “Parent”). The accompanying unaudited interim condensed combined carve-out financial statements are those of the AI OKTO Subsidiaries (as listed below) for the periods presented using the historical carrying costs of the assets and the liabilities of these companies from the dates of their incorporation. All companies are incorporated under the laws of the Marshall Islands.
AI OKTO CORP. (“AI OKTO”), a wholly owned subsidiary of Toro, was formed on October 21, 2025 under the laws of the Republic of the Marshall Islands and was acquired by Toro from Robin Energy Ltd., (“Robin”), a company controlled by Toro’s Chairman and Chief Executive Officer, Petros Panagiotidis, on July 9, 2026. On October 8, 2026, Toro completed the spin-off of its LPG carrier segment by contributing to AI OKTO its interest in its LPG subsidiaries comprising its LPG fleet owning two LPG vessels (Note 12(b)). The Company’s common shares commenced trading on October 9, 2026 on the Nasdaq Capital Market under the symbol “AIOK”. The Company’s LPG fleet is engaged in the worldwide transportation of LPG.
Castor Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), is a related party controlled by Mr. Panagiotidis. Castor Ships provides commercial ship management services, ship management and chartering services to the vessels owned by the AI OKTO Subsidiaries. Such services are provided directly or through subcontracting agreements with unrelated third-party managers, entered into with the AI OKTO Subsidiaries’ consent, for the Company’s vessels. Castor Ships had subcontracted to unrelated third-party ship management companies the technical management of all the Company’s vessels, except the LPG Dream Syrax, for which Castor Ships has provided the technical management since November 5, 2024 until the sale date, September 3, 2025.
The AI OKTO Subsidiaries of Toro which are included in the Company’s unaudited interim condensed combined carve-out financial statements for the periods presented are listed below.
Combined AI OKTO Subsidiaries:
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Company
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Country of
incorporation
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Date of
incorporation
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Vessel Name
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DWT
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Year
Built
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Delivery date
to Vessel
owning
company |
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1
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Starfire
Shipping Co. (“Starfire”)
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Marshall
Islands
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May 2, 2023
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LPG Dream Arrax
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4,753
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2015
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June
14, 2023
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||||||
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2
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Nightwing
Shipping Co. (“Nightwing”)
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Marshall
Islands
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May 2, 2023
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LPG Dream Vermax
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5,155
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2015
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August
4, 2023
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3
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Zatanna
Shipping Co. (“Zatanna”)(1)
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Marshall
Islands
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May 2, 2023
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LPG Dream Terrax
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4,743
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2020
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May
26, 2023
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||||||
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4
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Cyborg
Shipping Co. (“Cyborg”)(2)
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Marshall
Islands
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May 2, 2023
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LPG Dream Syrax
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5,158
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2015
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July
18, 2023
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(1) On September 16, 2025, Zatanna entered into an agreement with a wholly owned subsidiary of Robin, for the sale of the LPG carrier Dream Terrax, at a price of $20.0 million. The vessel was delivered to its new owner on September 25, 2025.
(2) On July 10, 2025, Cyborg entered into an agreement with a wholly owned subsidiary of Robin, for the sale of the LPG carrier Dream Syrax, at a price of $18.0 million. The vessel was delivered to its new owner on September 3, 2025.
F-6
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
Basis of Presentation and General information: (continued)
The accompanying unaudited interim condensed combined carve-out financial statements include the accounts of the legal entities comprising the Company as discussed above. These unaudited interim condensed combined carve-out financial statements are derived from the unaudited interim condensed consolidated financial statements and accounting records of Toro, and are presented on a carve-out basis. The unaudited interim condensed combined carve-out financial statements and accompanying notes reflect the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These financial statements are presented as if such businesses had been combined throughout the periods presented and should be read in conjunction with the Company’s Registration statement on Form 20-F with audited combined carve-out financial statements for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on September 9, 2026 (the “Registration Statement”). All intercompany accounts and transactions between the entities comprising the Company have been eliminated in the accompanying unaudited interim condensed combined carve-out financial statements.
The accompanying unaudited interim condensed combined carve-out financial statements are unaudited and include all normal recurring adjustments that management considers necessary for a fair presentation of its condensed combined carve-out financial position and results of operations for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.
Net Parent contributions to finance part or all of the acquisition cost of the vessels owned by the AI OKTO Subsidiaries are accounted for through the net parent investment account. Net parent investment represents Toro’s interest in the Company’s net assets including the Company’s accumulated income, the net cash contributions from Toro and the net cash distributions to Toro. Transactions with Toro are reflected in the accompanying unaudited interim condensed combined carve-out statement of cash flows as investing and financing activities, and in the combined carve-out Changes in Net Parent Investment and combined carve-out balance sheet as “Net increase in net parent investment” and “Net parent investment”, respectively.
The activity in net parent investment which is presented in the accompanying unaudited interim condensed combined carve-out statements of cash flows and changes in net parent investment is as follows:
|
Six months ended June 30, |
Six months ended June 30, | |||||||
| 2025 | 2026 | |||||||
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Capital contribution from the Parent company
|
— | 257,081 | ||||||
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General and administrative expenses allocation
|
846,840 | 595,796 | ||||||
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Net parent investment
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$ | 846,840 | $ | 852,877 | ||||
F-7
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
Basis of Presentation and General information: (continued)
The unaudited interim condensed combined carve-out statements of operations reflect expense allocations made to the Company by Toro of its general and administrative expenses. Management has estimated these allocated expenses to be $0.8 million and $0.6 million for the six months ended June 30, 2025 and 2026, respectively. See Note 3 “Transactions with Related Parties” for further information on expenses allocated by Toro. Both the Company and Toro consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented. Nevertheless, the combined carve-out financial statements may not be indicative of the Company’s future performance and may not include all the actual expenses that would have been incurred by the Company as an independent publicly traded company.
The Company has no common capital structure for the combined business and, accordingly, has not presented historical earnings per common share.
2.
Significant Accounting Policies and Recent Accounting Pronouncements:
A discussion of the Company’s significant accounting policies can be found in the combined carve-out financial statements for the year ended December 31, 2025, included in the Company’s Registration Statement. During the six-month period ended June 30, 2026, except for the new significant accounting policies described below, there were no other significant changes to the Company’s significant accounting policies or recent accounting pronouncements that the Company expects to have a potential impact on its unaudited interim condensed combined carve-out financial statements.
New significant accounting policies adopted during the six months ended June 30, 2026
Deferred Finance Fees
Costs associated with the revolving credit facility, including but not limited to, fees paid to lenders, fees required to be paid to third parties on the lender’s behalf in connection with a debt financing or refinancing, or any unamortized portion thereof, are presented by the Company as “Deferred finance fees” in the accompanying unaudited condensed carve-out balance sheets in accordance with ASC 835-30-45-1A. Such fees are amortized on a straight-line basis over the contractual term of the revolving credit facility. As the facility represented an ongoing line of credit under ASC 470-50, deferred financing costs related to the availability of the total commitment, not the outstanding balance. Temporary or partial drawdowns and repayments therefore had no impact on the asset classification or amortization schedule of these fees.
3.
Transactions with Related Parties:
(a)
Castor Ships:
For a further description of the services provided by, and transactions with, Castor Ships prior to January 1, 2026, please refer to Note 3(a) to the combined carve-out financial statements for the year ended December 31, 2025, included in the Company’s Registration Statement.
As of June 30, 2026, in accordance with the provisions of the Toro Amended and Restated Master Management Agreement by and among the AI OKTO Subsidiaries and Castor Ships, Castor Ships had subcontracted to an unrelated third-party ship management company the technical management of all the Company’s vessels. Castor Ships pays, at its own expense, the third-party technical management company a fee for the services it has subcontracted to such company without any additional cost to AI OKTO Subsidiaries.
During the six months ended June 30, 2025 and 2026, Castor Ships charged the AI OKTO Subsidiaries and collected the following fees and commissions: (i) management fees amounting to $775,404 and $398,200 respectively, (ii) charter hire commissions amounting to $223,913 and $126,173, respectively and (iii) capital raising commission of $48,853 for the six
months ended June 30, 2026, related to the $4.9 million drawdown on April 2, 2026 under the
Company’s revolving credit facility (Note 6).
F-8
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.
Transactions with Related Parties: (continued)
In addition, part of the general and administrative expenses incurred by Toro have been allocated on a pro rata basis within “General and administrative expenses” of the Company based on the proportion of the average of assets of the AI OKTO Subsidiaries’ vessels to the average of total consolidated assets of Toro. These expenses consisted mainly of administration costs charged by Castor Ships, investor relations, legal, stock compensation cost, audit and consultancy fees. During the six months ended June 30, 2025, and 2026, the administration costs charged by Castor Ships (Flat Management Fee) to Toro that were allocated to the Company amounted to $358,975 and $177,903, respectively and are included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed combined carve-out statements of operations.
The Toro Amended and Restated Master Management Agreement also provides for advance funding equal to two months of vessel daily operating costs to be deposited with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ship’s management. As of June 30, 2026, the working capital guarantee advances to Castor Ships amounted to $603,093, which are presented in ‘Due from related party, non-current’ in the accompanying unaudited condensed combined carve-out balance sheets. As of June 30, 2026, the amount of $2,211,281 of “Due from related parties, current”, represents advances for operating expenses made by the Company to the third-party managers and Castor Ships.
(b)
Parent Company:
Details of the Company’s transactions with the Parent Company are discussed in Note 3(b) to the combined carve-out financial statements for the year ended December 31, 2025, included in the Company’s Registration Statement.
As of June 30, 2026, the amount due from the Parent company was $16,554,107, and mainly related to funds transferred to the treasury manager of the Parent company (“Treasury manager”) pursuant to custodial arrangements in order to facilitate the management of AI OKTO Subsidiaries’ cash surpluses and organize more efficiently its expenditure payments. The abovementioned amounts are receivable by the Company on demand from the Parent’s cashflow. During the six months ended June 30, 2025 and 2026, the AI OKTO Subsidiaries recognized interest income of $286,125 and $324,757, respectively, on funds held in custody accounts maintained by Treasury manager.
The following table provides a schedule of amounts due from related parties, current and non-current by listing the main transactions constituting such movements and the average balance due from the related parties, current and non-current for the six months ended June 30, 2026.
|
|
|
|
|
June 30, |
|
|
2026 |
|
Starting Balance |
18,461,098 |
|
Transfers to Treasury manager |
4,224,740 |
|
Expenditure payments from Treasury manager |
(3,419,510) |
|
Transfers from parent company for capital contribution |
257,081 |
|
Operating expense payments from related party manager |
(3,252,566) |
|
Amounts advanced to related party manager for expense payments |
3,097,638 |
|
Ending Balance |
$19,368,481 |
|
Average Balance |
$18,914,790 |
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2026 |
|
Starting Balance |
18,461,098 |
|
Transfers to Treasury manager |
4,224,740 |
|
Expenditure payments from Treasury manager |
(3,419,510) |
|
Transfers from parent company for capital contribution |
257,081 |
|
Operating expense payments from related party manager |
(3,252,566) |
|
Amounts advanced to related party manager for expense payments |
3,097,638 |
|
Ending Balance |
$19,368,481 |
|
Average Balance |
$18,914,790 |
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2026 |
|
Starting Balance |
18,461,098 |
|
Transfers to Treasury manager |
4,224,740 |
|
Expenditure payments from Treasury manager |
(3,419,510) |
|
Transfers from parent company for capital contribution |
257,081 |
|
Operating expense payments from related party manager |
(3,252,566) |
|
Amounts advanced to related party manager for expense payments |
3,097,638 |
|
Ending Balance |
$19,368,481 |
|
Average Balance |
$18,914,790 |
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2026 |
|
Starting Balance |
18,461,098 |
|
Transfers to Treasury manager |
4,224,740 |
|
Expenditure payments from Treasury manager |
(3,419,510) |
|
Transfers from parent company for capital contribution |
257,081 |
|
Operating expense payments from related party manager |
(3,252,566) |
|
Amounts advanced to related party manager for expense payments |
3,097,638 |
|
Ending Balance |
$19,368,481 |
|
Average Balance |
$18,914,790 |
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2026 |
|
Starting Balance |
18,461,098 |
|
Transfers to Treasury manager |
4,224,740 |
|
Expenditure payments from Treasury manager |
(3,419,510) |
|
Transfers from parent company for capital contribution |
257,081 |
|
Operating expense payments from related party manager |
(3,252,566) |
|
Amounts advanced to related party manager for expense payments |
3,097,638 |
|
Ending Balance |
$19,368,481 |
|
Average Balance |
$18,914,790 |
|
|
|
|
Six months ended June 30,
|
||||||
|
2026
|
||||||
|
Starting
Balance
|
18,461,098 | |||||
|
Transfers to
Treasury manager
|
4,224,740 | |||||
|
Expenditure
payments from Treasury manager
|
(3,419,510 | ) | ||||
|
Transfers from
parent company for capital contribution
|
257,081 | |||||
|
Operating
expense payments from related party manager
|
(3,252,566 | ) | ||||
|
Amounts
advanced to related party manager for expense payments
|
3,097,638 | |||||
|
Ending Balance
|
$ | 19,368,481 | ||||
| Average Balance | $ | 18,914,790 | ||||
|
|
|
|
|
Six months ended June 30, |
|
|
2026 |
|
Starting Balance |
18,461,098 |
|
Transfers to Treasury manager |
4,224,740 |
|
Expenditure payments from Treasury manager |
(3,419,510) |
|
Transfers from parent company for capital contribution |
257,081 |
|
Operating expense payments from related party manager |
(3,252,566) |
|
Amounts advanced to related party manager for expense payments |
3,097,638 |
|
Ending Balance |
$19,368,481 |
|
Average Balance |
$18,914,790 |
|
|
|
F-9
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
4.
Deferred Charges, net:
The movement in deferred charges net, which represents deferred dry-docking costs, in the accompanying unaudited condensed combined carve-out balance sheets is as follows:
| Dry-docking costs | ||||
|
Balance December 31, 2025
|
$ | 1,835,981 | ||
|
Amortization
|
(203,795 | ) | ||
|
Balance June 30, 2026
|
$ | 1,632,186 | ||
5.
Vessels, net:
The amounts in the accompanying unaudited condensed combined carve-out balance sheets are analyzed as follows:
|
Vessel Cost
|
Accumulated
depreciation
|
Net Book Value
| ||||||||||
|
Balance
December 31, 2025
|
$ | 34,391,602 | $ | (4,734,748 | ) | $ | 29,656,854 | |||||
|
Depreciation
|
— | (946,070 | ) | (946,070 | ) | |||||||
|
Balance June
30, 2026
|
$ | 34,391,602 | $ | (5,680,818 | ) | $ | 28,710,784 | |||||
The Company reviewed its vessels for impairment and none were found to have an indication of impairment as the fair value was in excess of carrying value on June 30, 2026.
6.
Long-Term Debt:
On March 30, 2026, two of AI OKTO Subsidiaries, Starfire and Nightwing and two of Toro’s subsidiaries entered into an up to $60.0 million revolving credit facility (the “Facility”) with a European financial institution. The Facility was partially drawn down by $15.0 million, of which $4.9 million related to Starfire and Nightwing, on April 2, 2026 which was repaid on June 30, 2026. The borrowers under the Facility were jointly
and severally liable for all amounts drawn under it. The Facility had a tenor of five years from the first drawdown date, bore interest at Term SOFR plus a margin per annum on amounts drawn, and its availability reduced by twenty (20) quarterly consecutive reduction installments as follows: (i) $1,420,000 in respect of the 1st to the 19th such installment and (ii) in respect of the 20th and last such installment, $33,020,000 (comprising a payment in the amount of $1,420,000 and a balloon payment in the amount of $31,600,000).
The Facility was secured by a first priority mortgage over the LPG Dream Arrax and LPG Dream Vermax and two of Toro’s vessels. Under the Facility, a security cover ratio of not less than 125%, a minimum liquidity amount of $250,000 in each mortgaged vessel’s pledged deposit account and a quarterly dry-dock reserve deposit of $20,000 per mortgaged vessel were required to be maintained. As of June 30, 2026, unamortized deferred financing fees associated with the Facility amounted to $220,744, of which $47,535 and $173,209 were presented as “Deferred finance fees, current” and “Deferred finance fees, non-current,” respectively, in the accompanying unaudited condensed combined carve-out balance sheet. As of June 30, 2026, there were no amounts outstanding under the Facility. On September 9, 2026, Starfire and Nightwing
were released from their obligations under the Facility and all related
security interests were released (see Note 12(a)).
7.
Financial Instruments and Fair Value Disclosures:
The principal financial assets of the Company consist of cash at banks and amounts due from related parties. The principal financial liabilities of the Company consist of accounts payable and accrued liabilities.
F-10
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
7.
Financial Instruments and Fair Value Disclosures: (continued)
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
•
Cash, cash equivalents and restricted cash, amounts due from related parties, accounts payable and accrued liabilities: The carrying values reported in the combined carve-out balance sheets for those financial instruments are reasonable estimates of their fair values due to their short-term maturity nature. Cash, cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities.
•
Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash, cash equivalents, restricted cash and amounts due from related parties. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits.
8.
Commitments and Contingencies:
Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed combined carve-out financial statements.
The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. As of the date of these combined carve-out financial statements, management was not aware of any such claims or contingent liabilities that should be disclosed or for which a provision should be established in the accompanying unaudited interim condensed combined carve-out financial statements. The Company is covered for liabilities associated with the vessels’ actions to the maximum limits as provided by Protection and Indemnity (“P&I”) Clubs, members of the International Group of P&I Clubs.
Commitments under long-term lease contracts
The following table sets forth the future minimum contracted lease payments to the Company (gross of charterers’ commissions), based on the Company’s vessels’ commitments to non-cancelable time charter contracts as of June 30, 2026. Non-cancellable time charter contracts include fixed-rate time charters.
|
Twelve-month
period ending June 30,
|
Amount
|
|||
|
2027
|
$ | 4,578,867 | ||
|
Total
|
$ | 4,578,867 | ||
9.
Vessel Revenues:
The following table includes the vessel revenues earned by the Company for the six months ended June 30, 2025 and 2026, as presented in the accompanying unaudited interim condensed combined carve-out statements of operations:
F-11
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
9.
Vessel Revenues: (continued)
|
Six months ended June 30, |
Six months ended June 30, | |||||||
| 2025 | 2026 | |||||||
|
Time charter revenues
|
7,528,174 | 4,205,437 | ||||||
|
Total Vessel Revenues
|
$ | 7,528,174 | $ | 4,205,437 | ||||
The Company generates its revenues from time charters. The Company typically enters into time charters ranging from one month to twelve months, and, in isolated cases, for longer terms, depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject to the owner’s protective restrictions set forth in the agreed charterparty’s terms. Time charter agreements may have extension options that range over certain time periods, which are usually periods of months. The time charter party generally provides, among others, typical warranties regarding the speed and the performance of the vessel as well as owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws and war risks, and carry only lawful and non-hazardous cargo.
10.
Vessel Operating and Voyage Expenses:
The amounts in the accompanying unaudited interim condensed combined carve-out statements of operations are analyzed as follows:
|
Six months ended June 30, |
Six months ended June 30, | |||||||
|
Voyage expenses
|
2025 | 2026 | ||||||
|
Brokerage commissions
|
149,275 | 84,116 | ||||||
|
Brokerage commissions- related party
|
223,913 | 126,173 | ||||||
|
Gain on bunkers
|
(38,605 | ) | — | |||||
|
Bunkers consumption
|
25,770 | — | ||||||
|
Total Voyage expenses
|
$ | 360,353 | $ | 210,289 | ||||
|
Six months
ended June 30,
|
Six months
ended June 30,
| |||||||
|
Vessel Operating Expenses
|
2025
|
2026
| ||||||
|
Crew &
crew related costs
|
2,561,582 | 1,232,962 | ||||||
|
Repairs &
maintenance, spares, stores, classification, chemicals & gases, paints,
victualling
|
649,559 | 286,722 | ||||||
|
Lubricants
|
59,263 | 23,717 | ||||||
|
Insurance
|
144,079 | 68,950 | ||||||
|
Tonnage taxes
|
24,064 | 9,575 | ||||||
|
Other
|
413,048 | 251,819 | ||||||
|
Total Vessel operating expenses
|
$ | 3,851,595 | $ | 1,873,745 | ||||
F-12
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
11.
Segment reporting:
The reportable segment reflects the internal organization of the Company and the way the chief operating decision maker (“CODM”), who is the Chief Executive Officer of the Company, reviews the operating results and allocates capital within the Company. Since the Company has one reportable segment, which it refers to as the LPG carrier segment, the CODM assesses segment performance using a key financial measure, net income. This metric helps the CODM assess segment profitability, optimize fleet deployment, control costs and determine capital allocation. Based on these segment performance trends, the CODM makes resource allocation decisions such as adjusting chartering strategies, prioritizing fleet expansion or disposals, and optimizing cost efficiencies to enhance profitability and overall segment performance. In addition, the CODM reviews segment assets as reported on the combined carve-out balance sheets as “Total Assets”.
The following table summarizes the Company’s significant segment information:
|
Six months ended
June 30, 2025 |
Six months
ended June 30, 2026 | |||||||
|
Time charter revenues
|
$ | 7,528,174 | $ | 4,205,437 | ||||
|
Total
vessel revenues
|
$ | 7,528,174 | $ | 4,205,437 | ||||
|
Voyage expenses (including charges from
related party)
|
(360,353 | ) | (210,289 | ) | ||||
|
Vessel operating expenses
|
(3,851,595 | ) | (1,873,745 | ) | ||||
|
Management fees to related party
|
(775,404 | ) | (398,200 | ) | ||||
|
Depreciation and amortization
|
(1,891,522 | ) | (1,149,865 | ) | ||||
|
Other segment items(1)
|
(578,566 | ) | (385,540 | ) | ||||
|
Net
income
|
$ | 70,734 | $ | 187,798 | ||||
(1)
Other segment items of the segment include Interest and finance costs, Interest income, Foreign exchange losses and corporate general and administrative expenses (including related party).
12.
Subsequent Events:
The Company has evaluated subsequent events through October 15, 2026 and identified the following subsequent events.
(a)
Revolving Credit Facility: On September 9, 2026, Starfire Shipping Co., and
Nightwing Shipping Co. (together, the “Released Borrowers”) entered into a deed
of release of the Facility (see Note 6), pursuant to which the lenders agreed
to: (i) release the Released Borrowers from their respective obligations under
the Facility and the other finance documents to which each Released Borrower is
a party and (ii) release all related security interests, including the
mortgages on each of LPG Dream Arrax and LPG Dream Vermax. On the same date,
the borrowers under the Facility provided the lenders with an irrevocable
notice of voluntary cancellation of $8,580,000 of the total commitments under
the Facility. Following the release, the Company has no access to the Facility
and no outstanding indebtedness. Accordingly, the unamortized deferred finance fees of
approximately $0.2 million will be written off in the three months ending September 30, 2026.
(b)
Completion of the Spin-Off: On October 8, 2026, (“Distribution Date”) Toro completed the Spin-Off of the Company based on the terms approved by the independent disinterested directors of Toro, and the recommendation of the Special Committee on September 11, 2026.
F-13
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
12.
Subsequent events: (continued)
In connection with the Spin-Off, the following was completed on October 8, 2026:
•
the contribution to the Company (i) of Toro’s two LPG carrier-owning subsidiaries (owning two LPG carrier vessels) and two additional subsidiaries formerly owning the LPG Dream Syrax and LPG Dream Terrax (the “AI OKTO Subsidiaries”) and (ii) $45,000,000 in cash for additional working capital;
•
in exchange for:
○
4,319,916 common shares of AI OKTO’s common stock, par value $0.001 per share (the “AI OKTO common shares”);
○
5,000,000 shares of the Company’s 1.00% Series A Fixed Rate Non-Cumulative Perpetual
Convertible Preferred Shares (the “AI OKTO Series A Preferred Shares”), with a non-cumulative
preferred distribution rate of 1.00% per annum on the
stated amount of $5.00 per share, payable when, as and if declared, in cash or, at the Company’s election, in additional Series A shares, all of which were retained by Toro after the
Spin-Off; and
○
the issuance of 40,000 Series B Preferred Shares (the “AI OKTO Series B Preferred Shares”), each carrying 100,000 votes on all matters on which Company’s shareholders are entitled to vote but have no economic rights, to Pelagos, a company controlled by Company’s and Toro’s Chairman and Chief Executive Officer, against payment of their nominal value of $0.001 per AI OKTO Series B Preferred Share. Following the Spin-Off, Mr. Panagiotidis may be deemed to beneficially own, directly or indirectly, 74.2% of the Company’s outstanding common shares and all of the AI OKTO Series B Preferred Shares, representing 99.97% of the aggregate voting power of the Company, and accordingly has control over the Company’s actions.
The AI OKTO Series A Preferred Shares retained by Toro have an initial aggregate stated amount of $25,000,000 and fair value of $15,252,122 as determined by management in consideration of a number of data points, including a valuation performed by an independent third-party consulting firm. The fair value as of the
Distribution Date will be finalized during the fourth quarter of 2026. The AI OKTO Series A Preferred Shares are convertible, in whole or in part but not in an amount of less than 150,000 Series A Preferred Shares, at their holder’s option, to units, where each unit consists of two of AI OKTO’s common shares (“Units”), from and after the third anniversary of their issue date at the lower of (i) 200% of the volume weighted average price (“VWAP”) of AI OKTO’s common shares over the five consecutive trading day period commencing on and including the Distribution Date, and (ii) the VWAP of AI OKTO’s common shares over the five consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the conversion. The Series A
Preferred Shares are also convertible, in whole or in part, at their holder’s option, to Units upon the occurrence of a
change in control event (as defined in the Statement of Designation of the Series A Preferred Shares).
On the Distribution Date, Toro distributed all of the Company common shares outstanding to its holders of common stock of record at the close of business on October 1, 2026 (the “Record Date”). Shareholders of Toro received one AI OKTO common share for every eight shares of the Toro’s common stock owned at the Record Date. On the Distribution Date, Company’s Board declared a dividend of one preferred share purchase right, for each outstanding common share and adopted a shareholder rights plan, as set forth in the Shareholder Protection Rights Agreement.
As a part of the Spin-Off, the Company entered into a master management agreement with Castor Ships with respect to its vessels in substantially the same form as the Toro’s Amended and Restated Master Management Agreement for its vessels. The vessel management agreement with Castor Ships previously entered into for the vessels by the applicable vessel-owning AI OKTO Subsidiaries will remain in effect for such vessels.
F-14
AI OKTO CORP. PREDECESSOR
NOTES TO UNAUDITED INTERIM CONDENSED COMBINED CARVE-OUT FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
12.
Subsequent events: (continued)
In addition, as part of the Spin-Off, the Company entered into various other agreements effecting the separation of its business from Toro including a Contribution and Spin-Off Distribution Agreement, pursuant to which, among other things, Toro agreed to indemnify the Company and its vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of vessel or subsidiaries Toro retains after the Distribution Date and Company agreed to indemnify Toro for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the vessels contributed to it or its vessel-owning subsidiaries. The Contribution and Spin-Off Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between Toro and AI OKTO and provides Toro with certain registration rights relating to AI OKTO’s common shares, if any, issued upon conversion of the AI OKTO Series A preferred shares issued to Toro in connection with the Spin-Off. Amounts due from the Parent mainly relate to
funds transferred to the treasury manager of the Parent in order to facilitate
the management of Company’s subsidiaries’ cash surpluses and more efficiently
organize expenditure payments which are receivable by the Company on demand
from the Parent’s cashflow. Furthermore, of approximately $18.7 million due from the Parent as of the Distribution Date, $17.9 million was received on October 8, 2026, with the remaining balance expected to be
received by the end of the fourth quarter of 2026.
Following the successful completion of the Spin
Off, AI OKTO will reimburse Toro for expenses related to the Spin off that have
been incurred by Toro which cannot yet be fully estimated, provided that AI
OKTO will not reimburse Toro for any of these expenses that were incurred or
paid by any of the AI OKTO subsidiaries of Toro up to October 8, 2026.
F-15
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 the subsidiaries (collectively, the “AI OKTO Subsidiaries” or the “Company”) comprising the liquefied petroleum gases (“LPG”) carrier segment of Toro Corp. (“Toro”, or the “Parent”) for the six-month periods ended June 30, 2025, and June 30, 2026. Unless otherwise specified herein, references to the “Company”, “we”, “our” and “us” or similar terms shall include AI OKTO Subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed combined carve-out financial statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this section are derived from those unaudited interim condensed combined carve-out financial statements. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. These forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control which could cause actual results, cash flows, financial positions, events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For a more complete discussion of these risks and uncertainties, please read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors” in our Registration Statement on Form 20-F (the “Registration Statement”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 9, 2026. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see the Registration Statement. Unless otherwise defined herein, capitalized terms and expressions used herein shall have the same meanings ascribed to them in the Registration Statement.
Business Overview and Fleet Information
We are an independent,
growth-oriented shipping company that was incorporated under the laws of the
Republic of the Marshall Islands in October 2025 by Robin Energy Ltd.
(“Robin”). On July 9, 2026, AI OKTO CORP. (“AI OKTO”) was acquired by Toro from
Robin, to serve as the holding company of Toro’s former LPG owning subsidiaries
in connection with the spin-off of Toro’s LPG carrier business into an
independent, publicly traded company (the “Spin-Off”). The Spin-Off was
completed on October 8, 2026, and we began to trade as an independent publicly
listed company on October 9, 2026. For further information regarding the
Spin-Off, refer to the Registration Statement.
We currently own, charter and operate two oceangoing LPG carrier vessels and provide worldwide seaborne transportation services for LPG-related products.
As of October 15, 2026, we operate two
5,000 cubic meters LPG carrier vessels (our “Fleet”), which transport LPG, with
an aggregate cargo carrying capacity of 0.01 million deadweight ton (“dwt”) (10,000 cbm) and an average age of 11.3 years.
Our Fleet is currently contracted to operate on time charters. Our commercial strategy primarily focuses on deploying our Fleet under time charters according to our assessment of market conditions. We adjust the employment mix of these charters to take advantage of the relatively stable cash flows and high utilization rates associated with period time charter and to profit from attractive spot charter rates in the trip charter market.
Our vessels are commercially and
technically managed by Castor Ships S.A. (“Castor Ships”), which subcontracts
the technical management of our Fleet, under a master management agreement
entered into between AI OKTO, AI OKTO Subsidiaries and Castor Ships, with
effect as of the date of the distribution (the “Master Management Agreement”),
October 8, 2026.
The following table summarizes key information about our Fleet as of October 15, 2026:
1
Fleet vessels:
| Vessel Name |
Capacity (dwt) |
Year Built |
Country of Construction |
Type of Charter |
Gross Charter Rate |
Estimated Earliest Charter Expiration |
Estimated Latest Charter Expiration |
|||||||
|
LPG Dream Arrax
| 4,753 | 2015 | Japan | Time Charter Period(1) | $371,500 per month | November 2026 | December 2026 | |||||||
|
LPG Dream Vermax
| 5,155 | 2015 | Japan | Time Charter Period(2) | $362,000 per month | March 2027 | April 2027 |
(1)
On May 21, 2026, the vessel was fixed under a new time charter period contract of six months (plus or minus fifteen days at the charterer’s option), at $371,500 per month, plus six months at the charterer’s option (plus or minus fifteen days at the charterer’s option). The rate for the optional period will be mutually agreed between us and the charterer.
(2)
On January 23, 2026, we and the charterer mutually agreed that from March 22, 2026 until March 22, 2027 (plus or minus twenty days at the charterer’s option), the rate is $362,000 per month, plus twelve months at the charterer’s option, which was not exercised.
Recent Developments
Please refer to Note 12 to our unaudited interim condensed combined carve-out financial statements for developments that took place after June 30, 2026.
Operating Results
Principal factors impacting our business, results of operations, and financial condition
Our results of operations are affected by numerous factors. The principal factors that have impacted our business during the fiscal periods presented in the following discussion and analysis and that are likely to continue to impact our business are the following:
•
The levels of demand and supply of seaborne cargoes and vessel tonnage in the shipping industry in which we operate;
•
The cyclical nature of the shipping industry in general and its impact on charter and freight rates and vessel values;
•
The successful implementation of a growth business strategy, including the ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital expenditures and/or to implement this business strategy;
•
The global economic growth outlook and trends;
•
Economic, regulatory, political, and governmental conditions that affect shipping and the LPG shipping industry, including international conflict or war (or threatened war), such as between Russia and Ukraine, tensions in the Middle East, including the war involving Iran, the U.S. and Israel, instability in Venezuela, acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea, the Persian Gulf, and the imposition of tariffs and other protectionist measures, such as port fees, imposed or threatened by the United States, China and other countries;
2
•
The size and composition of our Fleet and changes to its size and composition resulting from our vessel acquisitions and disposals;
•
The employment and operation of our Fleet including the utilization rates of our vessels;
•
The ability to successfully employ our vessels at economically attractive rates and the strategic decisions regarding the employment mix of our Fleet among time and voyage charters, as our charters expire or are otherwise terminated;
•
Management of the operational, financial, and general and administrative elements involved in the conduct of our business and ownership of our Fleet, including the effective and efficient management of our Fleet by our manager and its sub-managers, and their suppliers;
•
The number of charterers who use our services and the performance of their obligations under their agreements, including their ability to make timely payments to us;
•
The ability to maintain solid working relationships with our existing charterers and our ability to increase the number of our charterers through the development of new working relationships;
•
The vetting approvals by oil majors and the Chemical Distribution Institute (“CDI”) for the vessels managed by our manager and/or sub-managers;
•
Dry-docking and special survey costs and durations, both expected and unexpected;
•
Our borrowing levels and the finance costs related to any future outstanding debt we may incur as well as our compliance with covenants in any financing arrangement we enter into;
•
Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;
•
Major outbreaks of diseases and governmental responses thereto; and
•
The level of any distribution on all classes of our shares.
These factors are volatile and in certain cases may not be within our control. Accordingly, past performance is not necessarily indicative of future performance, and it is difficult to predict future performance with any degree of certainty. See also “Item 3. Key Information—D. Risk Factors” in the Registration Statement.
Employment and operation of our Fleet
A significant factor that
impacts our profitability is the employment and operation, in addition to the
size and composition of our Fleet. The profitable employment of our Fleet is
highly dependent on the levels of demand and supply in the LPG shipping industry,
our commercial strategy including the decisions regarding the employment mix of
our Fleet among time and voyage charters, as well as our manager’s ability to
leverage our relationships with existing or potential customers. As a recent entrant
to the LPG carrier business, our customer base is currently concentrated in two
charterers. In the six months period ended June 30, 2026, 100% of our revenues
were earned on time charter agreements. The breadth of our customer base has
and will continue to impact the profitability of our business. Further, the
effective operation of our Fleet mainly requires the regular maintenance and
repair of our vessels, effective crew selection and training, ongoing supply of
our Fleet with the spares and the stores that it requires, contingency response
planning, auditing our vessels’ onboard safety procedures, arrangements for our
vessels’ insurance, chartering of our vessels, training onboard and onshore
personnel with respect to the vessels’ security and security response plans
(“ISPS”), obtaining ISM certifications, compliance with environmental
regulations and standards, performing the necessary audit of vessels within the
year after taking over a vessel, and the ongoing performance monitoring of the
vessels.
3
Financial, general and administrative management
The management of the financial, general, and administrative elements involved in the conduct of our business and ownership of our vessels requires us to manage our financial resources, which includes managing banking relationships, administering our bank accounts, managing our accounting system, records and financial reporting, monitoring and ensuring compliance with the legal and regulatory requirements affecting our business and assets, and managing our relationships with our service providers and customers.
Important Measures and Definitions for Analyzing Results of Operations
Our management uses the following metrics to evaluate our operating results, and to allocate capital accordingly:
Total vessel revenues. Total vessel revenues are generated from time and voyage charters. Total vessel revenues are affected by the number of vessels in our Fleet, hire and freight rates and the number of days a vessel operates which, in turn, are affected by several factors, including the amount of time that we spend positioning our vessels; the amount of time that our vessels spend in dry-dock undergoing repairs; maintenance and upgrade work; the age, condition, and specifications of our vessels; and levels of supply and demand in the seaborne transportation market.
Voyage expenses. Our voyage expenses primarily consist of bunker expenses, port and canal expenses, and brokerage commissions paid in connection with the chartering of our vessels. Voyage expenses are incurred primarily during voyage charters or when the vessel is repositioning or unemployed. Bunker expenses and port and canal dues increase in periods during which vessels are employed on voyage charters because these expenses are in this case borne by us. Gain/loss on bunkers may also arise where the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker fuel acquired.
Operating expenses. We are responsible for vessel operating costs, which include crewing, expenses for repairs and maintenance, the cost of insurance, tonnage taxes, the cost of spares and consumable stores, lubricating oils costs, communication expenses, and other expenses. Expenses for repairs and maintenance tend to fluctuate from period to period because most repairs and maintenance typically occur during periodic dry-docking. Our ability to control our vessels’ operating expenses also affects our financial results. Daily vessel operating expenses are calculated by dividing fleet operating expenses by the Ownership Days (as defined below) for the relevant period.
Management fees. Management fees include fees paid to related party providing certain ship management services to our vessels pursuant to ship management agreements with Castor Ships.
Off-hire. Off-hire is the period our Fleet is unable to perform the services for which it is required under a charter for reasons such as scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys, or other unforeseen events.
Dry-docking/Special Surveys. We periodically dry-dock and/or perform special surveys on our Fleet for inspection, repairs and maintenance, and any modifications to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special survey expenses and our ability to complete our scheduled dry-dockings and/or special surveys on time also affects our financial results. Dry-docking and special survey costs are accounted for under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due.
Ownership Days. Ownership Days are the total number of calendar days in a period during which we owned a vessel. Ownership Days are an indicator of the size of our Fleet over a period and determine both the level of revenues and expenses recorded during that specific period.
Available Days. Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys. The shipping industry uses Available Days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our calculation of Available Days may not be comparable to that reported by other companies.
4
Operating Days. Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.
Fleet Utilization. Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for reasons such as unscheduled repairs and other unforeseen events.
Time Charter Equivalent (“TCE”) revenues. See Appendix A for a description of the TCE revenues.
Daily TCE Rate. See Appendix A for a description of the Daily TCE Rate.
Results of Operations
Combined Results of Operations
Six months ended June 30, 2026, as compared to the six months ended June 30, 2025
|
Six months ended June 30, 2025 |
Six months ended June 30, 2026 |
Change - amount | ||||||||||
|
Total vessel revenues
|
$ | 7,528,174 | $ | 4,205,437 | (3,322,737 | ) | ||||||
|
Expenses:
|
||||||||||||
|
Voyage expenses (including commissions to related party)
|
(360,353 | ) | (210,289 | ) | 150,064 | |||||||
|
Vessel operating expenses
|
(3,851,595 | ) | (1,873,745 | ) | 1,977,850 | |||||||
|
Management fees to related party
|
(775,404 | ) | (398,200 | ) | 377,204 | |||||||
|
Depreciation and amortization
|
(1,891,522 | ) | (1,149,865 | ) | 741,657 | |||||||
|
General and administrative expenses (including costs from related party)
|
(846,840 | ) | (595,796 | ) | 251,044 | |||||||
|
Operating loss
|
$ | (197,540 | ) | $ | (22,458 | ) | $ | 175,082 | ||||
|
Interest and finance costs, net(1)
|
279,070 | 211,560 | (67,510 | ) | ||||||||
|
Foreign exchange losses
|
(10,796 | ) | (1,304 | ) | 9,492 | |||||||
|
Net income
|
$ | 70,734 | $ | 187,798 | $ | 117,064 | ||||||
(1)
Includes interest and finance costs, net of interest income, if any.
Total vessel revenues
Total vessel revenues for our Fleet amounted to $4.2 million in the six months ended June 30, 2026, as compared to $7.5 million in the same period in 2025. This decrease of $3.3 million is mainly due to the decrease in the Available Days of our Fleet to 362 days in the six months period ended June 30, 2026, from 678 days in the corresponding period in 2025, as the result of the sale of the (i) LPG Dream Syrax on September 3, 2025, and (ii) LPG Dream Terrax on September 25, 2025. During the six months ended June 30, 2026, our Fleet earned on average a Daily TCE Rate of $11,036, compared to an average Daily TCE Rate of $10,572 earned during the same period in 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this metric to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. During the six months ended June 30, 2025 and 2026 respectively, our LPG carriers were engaged in time charters.
5
Voyage Expenses
Voyage expenses for our Fleet
amounted to $0.2 million and $0.4 million, respectively, in the six months
ended June 30, 2026 and the same period of 2025. This decrease of $0.2 million
is mainly associated with the decrease in Available Days in the six months
ended June 30, 2026, as compared to the same period in 2025.
Vessel Operating Expenses
The decrease in vessel operating expenses by $2.0 million for our Fleet, to $1.9 million in the six months ended June 30, 2026, from $3.9 million in 2025, mainly reflects the decrease in the Ownership Days of our Fleet to 362 days in the six months ended June 30, 2026, from 724 days in the same period in 2025.
Management Fees
Management fees for our Fleet decreased to $0.4 million in the six months ended June 30, 2026, from $0.8 million in the same period in 2025, mainly due to a decrease in the Ownership Days of our Fleet, partially offset by the increase in management fees due to the inflation-based adjustments from $1,071 per vessel per day to $1,100 per vessel per day effective July 1, 2025 in accordance with the terms of the Parent’s master management agreement entered into by and between the Parent, AI OKTO Subsidiaries and Castor Ships (as restated, amended, or supplemented from time to time).
Depreciation and Amortization
Depreciation expenses for our Fleet decreased to $0.9 million in the six months ended June 30, 2026, from $1.8 million in the same period in 2025, as a result of the decrease in the Ownership Days of our Fleet. The $0.16 million increase in dry-dock amortization charges for our Fleet, to $0.2 million in the six months ended June 30, 2026, from $0.04 million in 2025, mainly reflects the increase in dry-dock amortization days to 362 days in the six months ended June 30, 2026, from 198 dry-dock amortization days in the six months ended June 30, 2025.
General and Administrative Expenses
General and administrative
expenses decreased to $0.6 million in the six months ended June 30, 2026, from
$0.8 million in the same period in 2025, and reflect expense allocations made
to the Company by the Parent. These expenses consisted mainly of administration
costs charged by Castor Ships, investor relations, stock compensation cost,
audit, legal and consultancy fees. The decrease occurred mainly due to the
lower share of the Parent’s expenses allocated to the Company following the
sale of the LPG Dream Syrax and LPG Dream Terrax in September 2025, partially
offset by the increase in the Parent’s general and administrative expenses. For
further details of the allocation, please refer to the combined carve-out
financial statements and related notes included in the Registration Statement.
Interest and finance costs, net
Interest and finance costs, net, amounted to net interest income of $0.2 million in the six months ended June 30, 2026, whereas in the same period of 2025, interest and finance costs, net amounted to net interest income of $0.3 million. This variation is mainly due to the increase in interest expense in relation to our revolving credit facility in the six months ended June 30, 2026, as compared with the same period of 2025, for which the Company had no outstanding loan agreement, partially offset by the increase in interest income we earned from time and cash deposits held in custody accounts maintained by the treasury manager of the Parent.
Liquidity and Capital Resources
We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of cash from operations, proceeds from equity offerings, to the extent available and permitted, and borrowings from debt transactions. Our current liquidity requirements relate to funding capital expenditures and working capital (which includes maintaining the quality of our vessels and complying with international shipping standards and environmental laws and regulations). In accordance with our business strategy, other liquidity needs may relate to funding potential investments in new vessels and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.
6
On March 30, 2026, two of AI OKTO Subsidiaries, Starfire Shipping Co. and Nightwing Shipping Co., and two of the Parent’s subsidiaries entered into an up to $60.0 million senior secured revolving credit facility with a European financial institution (the “Facility”). The Facility was partially drawn down for $15.0 million, of which $4.9 million related to the AI OKTO Subsidiaries, on April 2, 2026 which was fully repaid on June 30, 2026. Accordingly, no amounts were outstanding under the Facility as of June 30, 2026.
On September 9, 2026,
Starfire Shipping Co., and Nightwing Shipping Co. entered into a deed of release
in respect of the Facility, pursuant to which they were released from their
obligations under the Facility and all security interests over the LPG Dream
Arrax and LPG Dream Vermax were released. Following the release, we have no
access to the Facility and no outstanding indebtedness. Accordingly, the unamortized deferred finance fees of
approximately $0.2 million relating to the Facility will be written off in the three months ending September 30,
2026.
For the six months ended
June 30, 2026, our principal sources of funds were cash from operations and
$4.9 million drawn under the Facility on April 2, 2026, which was fully repaid
on June 30, 2026.
As of June 30, 2026, and December 31, 2025, we had cash and cash equivalents and restricted cash of $0.5 million and $622, respectively. Cash and cash equivalents and restricted cash are primarily held in U.S. dollars.
Working capital is equal to current assets minus current liabilities. As of June 30, 2026 and December 31, 2025, we had a working capital surplus of $18.3 million and $16.8 million, respectively.
Subsequent to June 30,
2026, in connection with the Spin-Off, Toro contributed $45.0 million in cash
to us. Furthermore, of approximately $18.7 million due from the Parent as of the Distribution Date (as further described below), $17.9 million was received on October 8, 2026, with the remaining balance expected to be
received by the end of the fourth quarter of 2026. As of October 15, 2026, we had cash and cash
equivalents of $62.9 million and no outstanding indebtedness.
We believe that our current
sources of funds and those that we anticipate to internally generate over the
short-term period will be sufficient to meet our known short-term and long-term
liquidity needs, including funding the operations of our business, the
reimbursement to Toro of expenses related to the Spin-Off and meeting our
normal working capital requirements for that period.
Our medium- and long-term liquidity requirements relate to the funding of cash dividends on our Series A Preferred Shares, when declared, and the expenditures for the operation and maintenance of our vessels. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations or new debt financing, if required.
As noted above, we expect future equity offerings, and possibly other issuances of our common shares, preferred shares or other securities, which may dilute our common shareholders if issued at lower prices than the price they acquired their shares, as well as possibly bank borrowings, to be a significant component of the financing for our Fleet growth plan.
Cash Flows
The following table summarizes our net cash flows provided by/(used in) operating, investing and financing activities for the six months ended June 30, 2026 and the six months ended June 30, 2025:
|
For the six months ended |
For the six months ended | |||||||
|
June 30, 2025 |
June 30, 2026 | |||||||
|
Net cash provided by operating activities
|
$ | 2,301,846 | $ | 981,393 | ||||
|
Net cash used in investing activities
|
(3,148,691 | ) | (1,062,311 | ) | ||||
|
Net cash provided by financing activities
|
846,840 | 628,152 | ||||||
|
Net (decrease)/increase in cash, cash equivalents and restricted cash
|
(5 | ) | 547,234 | |||||
7
Operating Activities: Net cash provided by operating activities
amounted to $1.0 million for the six months ended June 30, 2026, consisting of
net income of $0.2 million, non-cash adjustments related to depreciation and
amortization of $1.1 million, a payment of dry-dock costs of $0.2 million, and
a net increase of $0.1 million in working capital which mainly derived from a
decrease in deferred revenue of $0.3 million. Net cash provided by operating
activities amounted to $2.3 million for the six-months ended June 30, 2025, consisting
of net income of $0.1 million, non-cash adjustments related to depreciation and
amortization of $1.9 million, straight line amortization of hire being a deduction
of $0.1 million, a payment of dry-dock costs of $1.0 million and a net decrease
of $1.4 million in working capital, which mainly derived from a decrease in
“Due from related parties” of $1.3 million, comprising mainly higher operating
expense payments from the related party manager during the six months ended
June 30, 2025. The $1.3 million decrease in net cash from operating activities
in the six months ended June 30, 2026, as compared with the six months ended
June 30, 2025, mainly reflects the decrease in Due from related parties of $1.1
million due to lower operating expense payments from the related party manager
during the six months ended June 30, 2026, as compared with the same period in
2025, as a result of the sale of LPG Dream Syrax and LPG Dream Terrax in
September 2025.
Investing Activities: Net cash used in investing activities in the
six months ended June 30, 2026 and in the six months ended June 30, 2025
amounted to $1.1 million and $3.1 million respectively, relating to net funds
transferred to the treasury manager of the Parent.
Financing Activities: Net cash provided by financing activities
during the six months ended June 30, 2026 amounted to $0.6 million and relates
to a net increase in net parent investment of $852,877, mainly due to the
general and administrative expenses allocation, offset by the payment of
deferred financing fees of $224,725 in
relation to our Facility. During the period we also drew down $4.9 million
under the Facility on April 2, 2026, which was fully repaid on June 30, 2026. Net
cash provided by financing activities during the six months ended June 30, 2025
amounted to $0.8 million and relates to a net increase in net parent investment
mainly due to the general and administrative expenses allocation.
Net cash contributions from the Parent to AI OKTO are accounted for through the “Net parent investment account”. Amounts due from the Parent mainly relate to funds transferred to the treasury manager of the Parent in order to facilitate the management of Company’s subsidiaries’ cash surpluses and more efficiently organize expenditure payments. The abovementioned amounts are receivable by the Company on demand from the Parent’s cashflow. Furthermore, of approximately $18.7 million due from the Parent as of the Distribution Date, $17.9 million was received on October 8, 2026, with the remaining balance expected to be received by the end of the fourth quarter of 2026.
Critical Accounting Estimates
Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We prepare our financial statements in accordance with U.S. GAAP. On a regular basis, management reviews the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more details on our Critical Accounting Estimates, please read “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates” in the Registration Statement. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed combined carve-out financial statements, “Item 18. Financial Statements” in the Registration Statement and more precisely “Note 2. Summary of Significant Accounting Policies” of our combined carve-out financial statements included in the Registration Statement.
8
APPENDIX A
Non-GAAP Financial Information
Time Charter Equivalent (“TCE”) revenues. The Time Charter Equivalent (“TCE”) revenues is a measure of the revenue performance of a vessel and is defined as the total vessel revenues (time charter and/or voyage charter revenues, net of charterers’ commissions), less voyage expenses. The TCE revenues is not a measure of financial performance under U.S. GAAP (i.e., it is a non-GAAP measure) and should not be considered as an alternative to any measure of financial performance presented in accordance with U.S. GAAP. Management believes that the TCE revenues provides meaningful information to our investors because it compares net earnings generated by our vessels irrespective of the mix of charter types (e.g., time charter, voyage charter or other) under which our vessels are employed between the periods; it further assists our management in making decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of the TCE revenues may not be comparable to that reported by other companies. See below for a reconciliation of TCE revenues to Total vessel revenues, the most directly comparable U.S. GAAP measure.
Daily TCE Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a metric of the average daily net revenue performance of our vessels. The Daily TCE Rate is not a metric of financial performance under U.S. GAAP (i.e., it is a non-GAAP metric) and should not be considered as an alternative to any metric of financial performance presented in accordance with U.S. GAAP. We calculate Daily TCE Rate by dividing TCE revenues by the number of Available Days during that period. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting time or while off-hire during dry-docking, or due to other unforeseen circumstances. Under voyage charters, the majority of voyage expenses are generally borne by us. The Daily TCE Rate is a standard shipping industry performance metric used primarily to compare period-to-period changes in a company’s performance. Management believes that the Daily TCE Rate provides meaningful information to our investors because it compares daily net earnings generated by our vessels irrespective of the mix of charter types (e.g., time charter, voyage charter or other) under which our vessels are employed between the periods; it further assists our management in making decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of the Daily TCE Rates may be different from and may not be comparable to that reported by other companies.
The following table reconciles the calculation of the TCE revenues and Daily TCE Rate for our Fleet to Total vessel revenues, the most directly comparable U.S. GAAP financial measure, for the periods presented (amounts in U.S. dollars, except for Available Days):
Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues
|
Six months ended June 30, |
Six months ended June 30, | |||||||
| 2025 | 2026 | |||||||
|
Total vessel revenues
|
$ | 7,528,174 | $ | 4,205,437 | ||||
|
Voyage expenses - including commissions from related party
|
(360,353 | ) | (210,289 | ) | ||||
|
TCE revenues
|
$ | 7,167,821 | $ | 3,995,148 | ||||
|
Available Days
|
678 | 362 | ||||||
|
Daily TCE Rate
|
$ | 10,572 | $ | 11,036 | ||||
9