Toro Corp 6-K, filed Apr 15, 2025
Toro Corp. (TORO)
6-K
2025-04-15
For: 2025-04-15
View Original
Added on
April 08, 2026
About this 6-K
Toro Corp filed this 6-K on April 15, 2025.
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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2025
Commission File Number: 001-41561
TORO 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 ☐ |
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On April 14, 2025, Toro Corp. (the “Company”) completed the spin-off of Robin Energy Ltd. (“Robin”). The spin-off was achieved through the Company’s pro rata distribution of all outstanding common
shares of Robin to holders of record of the Company’s common shares. Each holder of record of the Company’s common shares received one Robin common share for every eight common shares of the Company held on the record date of April 7, 2025. In lieu
of fractional common shares of Robin, the Company’s shareholders will receive cash from the sale of such shares on Nasdaq Capital Market after the distribution. Additional information regarding the spin-off may be found in the Company’s Annual Report
on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission on April 15, 2025.
Attached to this report on Form 6-K as Exhibit 99.1 are the unaudited pro forma consolidated financial statements of the Company as of and for the year ended December 31, 2024, which are presented to illustrate the impact on Toro’s historical consolidated financial
results of (i) the contribution by the Company to Robin of all the assets and liabilities (including Xavier Shipping Co., the holding company of the now sold tanker vessel M/T Wonder
Formosa) that comprise the Handysize tanker segment previously owned and operated by Toro, (ii) the contribution by the Company to Robin of $10,356,450 in cash for additional working capital, (iii) the
distribution of 100% of the outstanding common shares of Robin to the Company’s common shareholders, and (iv) certain other transactions consummated in connection with the spin-off transaction.
The information contained in this report on Form 6-K and Exhibit
99.1 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-275477 and 333-275478) and Form S-8 (File No. 333-274652) .
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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TORO CORP.
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Dated: April 15, 2025
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By:
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/s/ Petros Panagiotidis
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Petros Panagiotidis
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Chairman and Chief Executive Officer
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Exhibit 99.1
TORO CORP.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On April 14, 2025, Toro Corp., (“Toro”) completed the previously announced spin-off of its Handysize tanker segment, which was effected by the distribution of 100% of the outstanding
common shares of Robin Energy Ltd. (“Robin”) to Toro’s common shareholders (the “Distribution”). Holders of Toro’s common shares received one common share of Robin for every eight common shares of Toro held of record at the close of business on April
7, 2025. Robin is now an independent public company whose common shares trade on the NASDAQ Capital Market under the symbol “RBNE”. Toro retained 2,000,000 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Robin, having a
stated amount of $25 per share and a par value of $0.001 per share.
The following unaudited pro forma consolidated financial information is presented to illustrate the impact on Toro’s historical consolidated financial results of (i) the contribution
by Toro to Robin of all the assets and liabilities (including Xavier Shipping Co., the holding company of the now sold tanker vessel M/T Wonder Formosa) that comprise the Handysize tanker segment previously
owned and operated by Toro, (ii) the contribution by Toro to Robin of $10,356,450 in cash for additional working capital, (iii) the Distribution and (iv) certain other transactions consummated in connection with the contribution and Distribution
(collectively, the “Spin-Off”). The unaudited pro forma consolidated balance sheet as of December 31, 2024 has been prepared giving effect to the Spin-Off as if the Spin-Off had occurred as of December 31, 2024. The unaudited pro forma consolidated
statements of comprehensive income for the year ended December 31, 2024 have been prepared giving effect to the Spin-Off as if the Spin-Off had occurred on January 1, 2024.
The unaudited pro forma consolidated statements of comprehensive income reflect expense allocations made to Robin by Toro of its general and administrative expenses for
items such as audit, legal and consultancy services, and stock-based compensation costs. The general and administrative expenses incurred by Toro have been allocated on a pro rata basis between Toro and Robin within ‘General and administrative expenses’ based on the proportion of the number of ownership days of Robin’s vessel to the total ownership days of Toro’s fleet. For further details of
the allocation, please refer to the combined carve-out financial statements and related notes included elsewhere in Robin’s annual report on Form 20-F filed for the year ended December 31, 2024.
The unaudited pro forma financial information has been derived from the historical annual consolidated financial statements of Toro and historical annual combined carve-out financial
statements of Robin, and reflects certain assumptions and adjustments, including the assumptions regarding allocation of general and administrative expenses, that management believes are reasonable under the circumstances and given the information
available at this time. The unaudited pro forma financial statements are provided for illustrative and informational purposes only and are not intended to represent or be indicative of what Toro’s financial condition or results of operations would
have been had the Spin-Off occurred on the dates indicated. The unaudited pro forma financial statements should not be considered representative of Toro’s future consolidated financial position or consolidated results of operations. The unaudited pro
forma consolidated financial information presented below should be read in conjunction with Toro’s “Operating and Financial Review and Prospects” and historical annual condensed consolidated financial statements and corresponding notes thereto
included in its annual report on Form 20-F for the year ended December 31, 2024.
TORO CORP.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 2024
(Expressed in U.S. Dollars – except for share data)
|
Historical
Toro
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Contribution to Robin
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Other
Transaction
Accounting
Adjustments
|
Notes
|
Pro Forma
Toro
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|||||||||||||
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ASSETS
|
|||||||||||||||||
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CURRENT ASSETS:
|
|||||||||||||||||
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Cash and cash equivalents
|
37,193,010
|
(369
|
)
|
(22,499,631
|
)
|
(a),(b)
|
14,693,010
|
||||||||||
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Due from related parties, current
|
6,072,800
|
(12,376,064
|
)
|
12,143,181
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(b)
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5,839,917
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|||||||||||
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Accounts receivable trade, net
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416,300
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(416,300
|
)
|
-
|
|||||||||||||
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Inventories
|
194,981
|
(45,595
|
)
|
149,386
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|||||||||||||
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Prepaid expenses and other assets
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291,832
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(45,612
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)
|
246,220
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|||||||||||||
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Investment in equity securities, current
|
226,566
|
-
|
226,566
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||||||||||||||
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Loan to Related Party, current
|
10,364,205
|
-
|
10,364,205
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||||||||||||||
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Accrued charter revenue
|
19,590
|
-
|
19,590
|
||||||||||||||
|
Current assets of discontinued operations
|
495,003
|
-
|
495,003
|
||||||||||||||
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Total current assets
|
55,274,287
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(12,883,940
|
)
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(10,356,450
|
)
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(a),(b)
|
32,033,897
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||||||||||
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NON-CURRENT ASSETS:
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|||||||||||||||||
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Vessels, net
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72,767,793
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(6,875,903
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)
|
65,891,890
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|||||||||||||
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Due from related parties, non-current
|
1,590,501
|
(388,542
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)
|
1,201,959
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|||||||||||||
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Prepaid expenses and other assets, non-current
|
357,769
|
(357,769
|
)
|
-
|
|||||||||||||
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Deferred charges, net
|
1,081,481
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(1,075,826
|
)
|
5,655
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|||||||||||||
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Investment in equity securities, non-current
|
4,647,853
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-
|
4,647,853
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||||||||||||||
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Investment in related party
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100,687,500
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-
|
20,000,000
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(c)
|
120,687,500
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||||||||||||
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Loan to Related Party, non-current
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90,000,000
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-
|
90,000,000
|
||||||||||||||
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Total non-current assets
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271,132,897
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(8,698,040
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)
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20,000,000
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(c)
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282,434,857
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|||||||||||
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Total assets
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326,407,184
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(21,581,980
|
)
|
9,643,550
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(a),(b),(c)
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314,468,754
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|||||||||||
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LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’
EQUITY
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|||||||||||||||||
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CURRENT LIABILITIES:
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|||||||||||||||||
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Due to related parties
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338,333
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-
|
338,333
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||||||||||||||
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Accounts payable
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770,826
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(156,253
|
)
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614,573
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|||||||||||||
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Deferred revenue
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984,000
|
-
|
984,000
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||||||||||||||
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Accrued liabilities
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982,636
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(313,905
|
)
|
668,731
|
|||||||||||||
|
Current liabilities of discontinued
operations
|
1,619,763
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-
|
1,619,763
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||||||||||||||
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Total current liabilities
|
4,695,558
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(470,158
|
)
|
4,225,400
|
|||||||||||||
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NON-CURRENT LIABILITIES:
|
|||||||||||||||||
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Total non-current liabilities
|
-
|
-
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-
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||||||||||||||
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MEZZANINE EQUITY:
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|||||||||||||||||
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1.00% Series A fixed rate cumulative perpetual convertible preferred shares:140,000 shares issued and outstanding as of December 31, 2024, aggregate liquidation preference
of $140,000,000 as of December 31, 2024
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122,665,819
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-
|
122,665,819
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||||||||||||||
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Total mezzanine equity
|
122,665,819
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-
|
122,665,819
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||||||||||||||
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SHAREHOLDERS’ EQUITY:
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-
|
||||||||||||||||
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Common shares, $0.001 par value; 3,900,000,000 shares authorized; 19,093,853 shares issued and outstanding as of December 31, 2024
|
19,094
|
-
|
19,094
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||||||||||||||
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Preferred shares, $0.001 par value: 100,000,000 shares authorized:
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|||||||||||||||||
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Series B Preferred Shares – 40,000 shares issued and outstanding as of December 31, 2024
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40
|
-
|
40
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||||||||||||||
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Additional paid-in capital
|
58,605,224
|
(6,188,018
|
)
|
9,643,550
|
(a),(c)
|
62,060,756
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|||||||||||
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Retained earnings
|
140,421,449
|
(14,923,804
|
)
|
125,497,645
|
|||||||||||||
|
Total shareholders’ equity
|
199,045,807
|
(21,111,822
|
)
|
9,643,550
|
(a),(c)
|
187,577,535
|
|||||||||||
|
Total liabilities, mezzanine equity and shareholders’ equity
|
326,407,184
|
(21,581,980
|
)
|
9,643,550
|
(a),(c)
|
314,468,754
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TORO CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2024
(Expressed in U.S. Dollars – except for share data)
|
Historical
Toro
|
Contribution
to Robin
|
Other
Transaction
Accounting
Adjustments
|
Notes
|
PPro Forma
Toro
|
|||||||||||||
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REVENUES:
|
|||||||||||||||||
|
Time charter revenues
|
14,315,299
|
-
|
14,315,299
|
||||||||||||||
|
Voyage charter revenues
|
1,310,312
|
-
|
1,310,312
|
||||||||||||||
|
Pool revenues
|
6,768,672
|
(6,768,672
|
)
|
-
|
|||||||||||||
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Total vessel revenues
|
22,394,283
|
(6,768,672
|
)
|
15,625,611
|
|||||||||||||
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EXPENSES:
|
|||||||||||||||||
|
Voyage expenses (including related party voyage expenses)
|
(1,594,751
|
)
|
315,055
|
(1,279,696
|
)
|
||||||||||||
|
Vessel operating expenses
|
(9,300,399
|
)
|
2,310,287
|
(6,990,112
|
)
|
||||||||||||
|
Management fees to related parties
|
(1,930,810
|
)
|
386,162
|
(1,544,648
|
)
|
||||||||||||
|
Provision for doubtful accounts
|
(25,369
|
)
|
-
|
(25,369
|
)
|
||||||||||||
|
Depreciation and amortization
|
(4,901,246
|
)
|
1,168,558
|
(3,732,688
|
)
|
||||||||||||
|
General and administrative expenses (including related party general and administrative expenses)
|
(10,198,863
|
)
|
1,522,516
|
(8,676,347
|
)
|
||||||||||||
|
Total expenses
|
(27,951,438
|
)
|
5,702,578
|
(22,248,860
|
)
|
||||||||||||
|
Operating (loss)/income
|
(5,557,155
|
)
|
(1,066,094
|
)
|
(6,623,249
|
||||||||||||
|
OTHER INCOME / (EXPENSES):
|
|||||||||||||||||
|
Interest and finance costs
|
(230,531
|
)
|
13,063
|
(217,468
|
)
|
||||||||||||
|
Interest income
|
8,354,608
|
-
|
8,354,608
|
||||||||||||||
|
Interest income from related party
|
364,205
|
-
|
364,205
|
||||||||||||||
|
Dividend income from related party
|
2,645,833
|
-
|
500,000
|
(d)
|
3,145,833
|
||||||||||||
|
Foreign exchange losses
|
(21,019
|
)
|
1,628
|
(19,391
|
)
|
||||||||||||
|
Dividend income on equity securities
|
4,136
|
-
|
4,136
|
||||||||||||||
|
Loss on equity securities
|
(48,542
|
)
|
-
|
(48,542
|
)
|
||||||||||||
|
Total other income/(expenses), net
|
11,068,690
|
14,691
|
500,000
|
(d)
|
11,583,381
|
||||||||||||
|
Net income and comprehensive income from continuing operations, before taxes
|
5,511,535
|
(1,051,403
|
)
|
500,000
|
(d)
|
4,960,132
|
|||||||||||
|
Income taxes
|
-
|
-
|
-
|
||||||||||||||
|
Net income and comprehensive income from continuing operations, net of taxes
|
5,511,535
|
(1,051,403
|
)
|
500,000
|
(d)
|
4,960,132
|
|||||||||||
|
Net income and comprehensive income from discontinued operations, net of taxes
|
19,695,969
|
-
|
19,695,969
|
||||||||||||||
|
Net income and comprehensive income
|
25,207,504
|
(1,051,403
|
)
|
500,000
|
(d)
|
24,656,101
|
|||||||||||
|
Dividend on Series A Preferred Shares
|
(1,423,333
|
)
|
-
|
(1,423,333
|
)
|
||||||||||||
|
Deemed dividend on Series A Preferred Shares
|
(3,064,409
|
)
|
-
|
(3,064,409
|
)
|
||||||||||||
|
Net income attributable to common shareholders
|
20,719,762
|
(1,051,403
|
)
|
500,000
|
(d)
|
20,168,359
|
|||||||||||
|
Loss per common share, basic and diluted, continuing operations
|
(0.04
|
)
|
(0.07
|
)
|
|||||||||||||
|
Earnings per common share, basic and diluted, discontinued operations
|
1.13
|
1.13
|
|||||||||||||||
|
Earnings per common share, basic and diluted, total
|
1.09
|
1.06
|
|||||||||||||||
|
Weighted average number of common shares, basic and diluted
|
17,399,772
|
17,399,772
|
|||||||||||||||
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
| (a) |
Toro contributed to Robin $10,356,450 in cash for additional working capital and is presented in “Cash and cash equivalents”.
|
| (b) |
Toro reimbursed to Robin $12,143,181 in cash, mainly representing the funds transferred from Robin subsidiaries to the treasury manager of Toro in order to facilitate the management of their cash surpluses and
organize more efficiently its expenditure payments, presented in “Cash and cash equivalents” and “Due from related parties, current”.
|
| (c) |
Toro recognized the 2,000,000 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Robin at their fair value in the amount of $20,000,000, presented in “Investment in related party”.
|
| (d) |
Toro is entitled to receive cumulative cash dividends, at the annual rate of 1.00% on the stated amount of $25 per share, of the 2,000,000 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred
Shares of Robin, receivable quarterly in arrears on the 15th day of each January, April, July and October in each year. The receivable dividends amounted to $500,000 during the year ended December 31, 2024 and is presented in
“Dividend income from related party”.
|