Castor Maritime Inc. a diversified global shipping company, announced that its Board of Directors, consisting of its independent disinterested members (the "Board"), has decided, on the recommendation of a special committee of the Board, to amend certain terms of the proposed spin-off of the whole of its tanker fleet comprising six Aframax/LR2 and two Handysize tankers to be held by its current subsidiary, Toro Corp. (“Toro”). In the proposed spin-off, Castor shareholders will receive one common share of Toro for every ten Castor common shares held at the close of business on December 6, 2022 (the “Record Date”).
Castor shareholders do not need to take any action to receive Toro shares to which they are entitled, and do not need to pay any consideration or surrender or exchange Castor common shares. Fractional Toro common shares will not be distributed to Castor shareholders. Instead, the distribution agent will aggregate fractional Toro common shares into whole shares, sell such whole Toro shares in the open market at prevailing rates promptly after Toro’s common shares commence trading on the Nasdaq Capital Market, and distribute the net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional common shares in the distribution. The distribution is expected to occur in January 2023 and will be announced by the Company at a later date.
Toro has filed an amended registration statement on Form 20-F pursuant to the Securities Exchange Act of 1934 with the Securities and Exchange Commission, which includes a more detailed description of the terms of the proposed spin-off, including the new terms of the Series A Preferred Shares. The proposed distribution and spin-off remain subject to, among other things, the registration statement on Form 20-F being declared effective and the approval of the listing of Toro’s common shares on the Nasdaq Capital Market. There can be no assurance that the distribution or the spin-off will occur or, if they do occur, of their terms or timing. A copy of the registration statement on Form 20-F is available at www.sec.gov. The information in the filed registration statement on Form 20-F is not final and remains subject to change.