Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
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4412
(Primary Standard Industrial
Classification Code Number)
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Not Applicable
(I.R.S. Employer
Identification Number)
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Nikolaos G. Andronikos
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN, England
Tel.: +44 20 7959 8900
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Barry I. Grossman, Esq.
Sarah Williams, Esq.
Matthew Bernstein, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, United States 10105
Tel: +1 212 370 1300
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Per Unit
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Maximum Number of Units
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Public Offering Price(1)
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Placement Agent fees(1)(2)
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Proceeds, before expenses, to us(1)
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(1)
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Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the
actual public offering amount, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the amounts set forth above. For more information, see “Plan of Distribution.”
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(2)
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The Placement Agent fees shall equal 6.00% of the gross proceeds of the securities sold by us in this offering. The Placement Agent
will receive compensation in addition to the Placement Agent fees described above. See “Plan of Distribution” for a description of compensation payable to the Placement Agent.
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Vessel Name
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| |
Capacity
(dwt)
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| |
Year
Built
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| |
Country of
Construction
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| |
Type of
Charter
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| |
Gross
Charter
Rate
($/day)
|
| |
Estimated
Earliest Charter
Expiration
|
| |
Estimated
Latest
Charter
Expiration
|
Aframax/LR2 Segment(1)
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| |
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| |
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| |
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| |
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M/T Wonder Polaris
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| |
115,351
|
| |
2005
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S. Korea
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| |
Tanker Pool(2)
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| |
N/A
|
| |
N/A
|
| |
N/A
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M/T Wonder Sirius
|
| |
115,341
|
| |
2005
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| |
S. Korea
|
| |
Period Time Charter(3)
|
| |
$40,000
|
| |
November 2023
|
| |
June 2024
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M/T Wonder Bellatrix
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| |
115,341
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2006
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S. Korea
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Tanker Pool(2)
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N/A
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| |
N/A
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| |
N/A
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M/T Wonder Musica
|
| |
106,290
|
| |
2004
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| |
S. Korea
|
| |
Tanker Pool(2)
|
| |
N/A
|
| |
N/A
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| |
N/A
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M/T Wonder Avior
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| |
106,162
|
| |
2004
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| |
S. Korea
|
| |
Tanker Pool(2)
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| |
N/A
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| |
N/A
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| |
N/A
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M/T Wonder Vega
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| |
106,062
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2005
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S. Korea
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Tanker Pool(2)
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| |
N/A
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N/A
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| |
N/A
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Handysize Segment
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M/T Wonder Mimosa
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| |
36,718
|
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2006
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S. Korea
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Tanker Pool(4)
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| |
N/A
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| |
N/A
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| |
N/A
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M/T Wonder Formosa
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| |
36,660
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2006
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| |
S. Korea
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Tanker Pool(4)
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| |
N/A
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| |
N/A
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N/A
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(1)
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On May 9, 2022, we entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Arcturus for a gross
sale price of $13.15 million. The vessel was delivered to its new owners on July 15, 2022.
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(2)
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The vessel is currently participating in the V8 Plus Pool, a pool operating Aframax tankers aged fifteen (15) years or more that
is managed by V8 Plus Management Pte Ltd., a company in which Petros Panagiotidis has a minority equity interest.
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(3)
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In February 2023, the agreement relating to the M/T Wonder Sirius's participation in
the V8 Plus Pool was terminated and the vessel commenced a period time charter.
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(4)
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The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Handysize tanker vessels.
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•
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an exemption from the auditor attestation requirement of management’s assessment of the effectiveness of the emerging growth
company’s internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes Oxley); and
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•
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an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB,
requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.
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•
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There has not been any public market for our common shares. Accordingly, the market price and trading volume of our common shares
may be volatile.
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•
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Our share price may be highly volatile, and as a result, investors in our common shares could incur substantial losses.
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•
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Charter hire rates for tanker vessels are volatile. A decrease in charter rates may adversely affect our business, financial
condition and operating results.
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•
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An oversupply of tanker vessel capacity may prolong or further depress low charter rates when they occur, which may limit our
ability to operate our vessels profitably.
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•
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Global economic and financial conditions may negatively impact the tanker sector of the shipping industry, including the extension
of credit.
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•
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Risks involved in operating ocean-going vessels could affect our business and reputation.
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•
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The operation of tankers has unique operational risks associated with the transportation of oil.
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•
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The age of our fleet may impact our ability to obtain financing and a decline in the market values of our vessels could limit the
amount of funds that we can borrow, cause us to breach certain financial covenants in our current or future credit facilities and/or result in impairment charges or losses on sale.
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•
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Political instability, terrorist attacks, international hostilities and global public health threats, including major outbreaks of
diseases, could adversely affect our business.
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•
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Compliance with safety and other vessel requirements imposed by classification societies may be costly and could reduce our net
cash flows and negatively impact our results of operations.
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•
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We are subject to laws, regulations and standards (including environmental standards such as IMO 2020, standards regulating
ballast water discharge, etc.), which could adversely affect our business, results of operations, cash flows and financial condition. In particular, climate change and greenhouse gas restrictions may adversely impact our operations and
markets.
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•
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Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.
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•
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We may not be able to execute our growth strategy and we may not realize the benefits we expect from acquisitions or other
strategic transactions.
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•
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We operate secondhand vessels with an age above the industry average which may lead to increased technical problems for our
vessels and/or higher operating expenses or affect our ability to profitably charter our vessels and to comply with environmental standards and future maritime regulations and result in a more rapid depreciation in our vessels’ market and
book values.
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•
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We are dependent upon Castor Ships, a related party, and other third-party sub-managers for the management of our fleet and
business, and failure of such counterparties to meet their obligations could cause us to suffer losses or could negatively impact our results of operations and cash flows.
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•
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Our Chairman and Chief Executive Officer, who may be deemed to beneficially own, directly or indirectly, 100% of our Series B
Preferred Shares, has control over us.
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•
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Our term loan facility contains, and we expect that any new or amended credit facility we enter into will contain, restrictive
financial covenants that we may not be able to comply with due to economic, financial or operational reasons and may limit our business and financing activities.
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•
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Our Board may never declare dividends.
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•
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Future issuances of common shares or other equity securities, including as a result of an optional conversion of the Series A
Preferred Shares, or the potential of such issuances, may impact the price of our common shares and could impair our ability to raise capital through equity offerings. Shareholders may experience significant dilution as a result of any
such issuances. Based on market conditions, we may opportunistically seek to issue equity securities shortly
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•
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We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate and case law.
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•
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We have limited the fields in which we focus our operations and this may have an adverse effect on our business, financial
condition and operating results.
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•
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global and regional economic and political conditions and developments, including armed conflicts and terrorist activities,
international trade sanctions, embargoes and strikes;
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•
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regional availability of refining capacity and inventories compared to geographies of oil production regions;
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•
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developments in international trade, including national policies regarding strategic oil inventories (including the reduction or
replenishment of strategic reserves and if strategic reserves are set at a lower level in the future as oil decreases in the energy mix), actions taken by OPEC and major oil producers and refiners and fluctuations in the profit margins of
crude oil and refined petroleum products;
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•
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the distance over which crude oil and/or refined petroleum products are to be moved by sea;
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•
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changes in seaborne and other transportation and distribution patterns, typically influenced by the relative advantage of the
various sources of production, locations of consumption, pricing differentials and seasonality;
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•
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epidemics and pandemics, such as the COVID-19 pandemic;
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•
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environmental and other regulatory developments;
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•
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alternative sources of energy, such as natural gas, coal, hydroelectric power and other alternative sources of energy;
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•
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natural catastrophes;
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•
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currency exchange and interest rates; and
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•
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the weather.
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•
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supply and demand for energy resources and crude oil and/or refined petroleum products;
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•
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the number of newbuilding orders and deliveries;
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•
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the number of shipyards and ability of shipyards to deliver vessels;
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•
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port and canal congestion;
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•
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the number of conversions of tankers to other uses or conversions of other vessels to tankers;
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•
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scrapping of older vessels;
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•
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vessel freight rates, which are affected by factors that may affect the rate of newbuilding, scrapping and laying-up vessels (as
set out below);
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•
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the availability of modern tanker capacity;
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•
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the speed of vessels being operated;
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•
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vessel casualties; and
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•
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the number of vessels that are out of service or laid up.
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•
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low charter rates, particularly for vessels employed on short-term time charters and in the spot voyage market or pools;
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•
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decreases in the market value of vessels and the limited second-hand market for the sale of vessels;
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•
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limited financing for vessels;
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•
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widespread loan covenant defaults; and
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•
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declaration of bankruptcy by certain vessel operators, vessel managers, vessel owners, shipyards and charterers.
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•
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a marine disaster;
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•
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terrorism;
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•
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environmental and other accidents;
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•
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cargo and property losses and damage; and
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•
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business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various countries,
labor strikes or adverse weather conditions.
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•
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office assessments and audits of the vessel operator;
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•
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the operator’s environmental, health and safety record;
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•
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compliance with the standards of the International Maritime Organization (the “IMO”), a
United Nations agency that issues international trade standards for shipping;
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•
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compliance with heightened industry standards that have been set by several oil companies;
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•
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shipping industry relationships, reputation for customer service, technical and operating expertise;
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•
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compliance with oil majors’ codes of conduct, policies and guidelines, including transparency, anti-bribery and ethical conduct
requirements and relationships with third parties;
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•
|
shipping experience and quality of ship operations, including cost-effectiveness;
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•
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quality, experience and technical capability of crews;
|
•
|
the ability to finance vessels at competitive rates and overall financial stability;
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•
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relationships with shipyards and the ability to obtain suitable berths;
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•
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construction management experience, including the ability to procure on-time delivery of new vessels according to customer
specifications;
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•
|
willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure
events; and
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•
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competitiveness of the bid in terms of overall price.
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•
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prevailing level of charter rates;
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•
|
general economic and market conditions affecting the shipping industry;
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•
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the types, sizes and ages of the vessels, including as compared to other vessels in the market;
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•
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supply of and demand for vessels;
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•
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the availability and cost of other modes of transportation;
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•
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distressed asset sales, including newbuilding contract sales below acquisition costs due to lack of financing;
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•
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cost of newbuildings;
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•
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governmental or other regulations, including those that may limit the useful life of vessels; and
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•
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the need to upgrade vessels as a result of environmental, safety, regulatory or charterer requirements, technological advances in
vessel design or equipment or otherwise.
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•
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deterioration of economic conditions and activity and of demand for shipping;
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•
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operational disruptions to us or our customers due to worker health risks and the effects of new regulations, directives or
practices implemented in response to the pandemic (such as travel restrictions for individuals, delays in replacing crews and vessels, and quarantining and physical distancing);
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•
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delays in the loading and discharging of cargo on or from our vessels, vessel inspections and related certifications by class
societies, customers or government agencies and maintenance, modifications or repairs to, or dry-docking of, our existing vessels due to worker health or other business disruptions;
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•
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reduced cash flow as a result of the above and worsened financial condition, including potential liquidity constraints;
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•
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potential non-performance by counterparties relying on force majeure clauses and potential deterioration in the financial
condition and prospects of our customers or other business partners;
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•
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credit tightening or declines in global financial markets, including to the prices of our publicly traded securities and the
securities of our peers, could make it more difficult for us to access capital; and
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•
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potential disruptions, delays or cancellations in the construction of new vessels, which could reduce our future growth
opportunities.
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•
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identify suitable vessels, including newbuilding slots at reputable shipyards and/or shipping companies for acquisitions at
attractive prices;
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•
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realize anticipated benefits, such as new customer relationships, cost savings or cash flow enhancements from acquisitions;
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•
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obtain required financing for our existing and new operations;
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•
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integrate any acquired vessels, assets or businesses successfully with our existing operations, including obtaining any approvals
and qualifications necessary to operate vessels that we acquire;
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•
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ensure, either directly or through our manager and sub-managers, that an adequate supply of qualified personnel and crew are
available to manage and operate our growing business and Fleet;
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•
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improve our operating, financial and accounting systems and controls; and
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•
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cope with competition from other companies, many of which have significantly greater financial resources than we do, and may
reduce our acquisition opportunities or cause us to pay higher prices.
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•
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as our vessels age, typically, they become less fuel-efficient and more costly to maintain than more recently constructed vessels
due to improvements in design, engineering and technology and due to increased maintenance requirements;
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•
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cargo insurance rates increase with the age of a vessel, making our vessels more expensive to operate;
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•
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governmental regulations, environmental and safety or other equipment standards related to the age of vessels may also require
expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may engage.
|
•
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incur or guarantee additional indebtedness outside of our ordinary course of business;
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•
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charge, pledge or encumber our vessels;
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•
|
change the flag, class, management or ownership of our vessels;
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•
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change the commercial and technical management of our vessels;
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•
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declare or pay any dividends or other distributions at a time when the Company has an event of default or the payment of such
distribution would cause an event of default;
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•
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form or acquire any subsidiaries;
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•
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make any investments in any person, asset, firm, corporation, joint venture or other entity;
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•
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merge or consolidate with any other person;
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•
|
change the ownership, beneficial ownership, control or management of the subsidiaries party to the facility and/or us as guarantor
to such facility, or of any of the secured vessels, if the effect of such change would be to materially change the ultimate legal and beneficial ownership in effect at the time the facility was executed; and
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•
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to enter into any demise charter contract or let our vessels under any pooling agreement whereby all of the vessel’s earnings are
pooled or shared with any other person.
|
(i)
|
maintaining a certain minimum level of cash and cash equivalents, including a minimum level of cash for each vessel that is
pledged in favor of the lender;
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(ii)
|
maintaining a leverage ratio (calculated as the ratio of total bank debt less cash and cash equivalents and restricted cash,
divided by the aggregate market value of all fleet vessels) below a specified maximum; and
|
(iii)
|
maintaining a minimum net worth amount (calculated as the difference between the aggregate value of the fleet vessels adjusted for
market values, and total bank debt).
|
•
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the market price of our Common Shares may experience rapid and substantial increases or decreases unrelated to our operating
performance or prospects, or macro or industry fundamentals;
|
•
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to the extent volatility in our Common Shares is caused by a “short squeeze” in which coordinated trading activity causes a spike
in the market price of our Common Shares as traders with a short position make market purchases to avoid or to mitigate potential losses, investors may purchase common shares at inflated prices unrelated to our financial performance or
prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated; and
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•
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if the market price of our Common Shares declines, you may be unable to resell your shares at or above the price at which you
acquired them. We cannot assure you that the equity issuance of our Common Shares will not fluctuate, increase or decline significantly in the future, in which case you could incur substantial losses.
|
•
|
investor reaction to our business strategy;
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•
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the sentiment of the significant number of retail investors whom we believe, will hold our Common Shares, in part due to direct
access by retail investors to broadly available trading platforms, and whose investment thesis may be influenced by views expressed on financial trading and other social media sites and online forums;
|
•
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the amount and status of short interest in our Common Shares, access to margin debt, trading in options and other derivatives on
our Common Shares and any related hedging and other trading factors;
|
•
|
our continued compliance with the listing standards of the Nasdaq Capital Market and any action we may take to maintain such
compliance, such as a reverse stock split;
|
•
|
regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to
our industry;
|
•
|
variations in our financial results or those of companies that are perceived to be similar to us;
|
•
|
our ability or inability to raise additional capital and the terms on which we raise it;
|
•
|
our dividend strategy;
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•
|
our continued compliance with our debt covenants;
|
•
|
variations in the value of our Fleet;
|
•
|
declines in the market prices of stocks generally;
|
•
|
trading volume of our Common Shares;
|
•
|
sales of our Common Shares by us or our shareholders;
|
•
|
speculation in the press or investment community about our Company, our industry or our securities;
|
•
|
general economic, industry and market conditions; and
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•
|
other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and
other international conflicts, public health issues including health epidemics or pandemics, including the ongoing COVID-19 pandemic, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and
climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations or result in political or economic instability.
|
•
|
our existing shareholders’ proportionate ownership interest in us will decrease;
|
•
|
the earnings per share and the per share amount of cash available for dividends on our Common Shares (as and if declared) could
decrease;
|
•
|
the relative voting strength of each previously outstanding common share could be diminished;
|
•
|
the market price of our Common Shares could decline; and
|
•
|
our ability to raise capital through the sale of additional securities at a time and price that we deem appropriate could be
impaired.
|
•
|
authorizing our Board to issue “blank check” preferred shares without shareholder approval;
|
•
|
providing for a classified Board with staggered, three-year terms;
|
•
|
establishing certain advance notice requirements for nominations for election to our Board or for proposing matters that can be
acted on by shareholders at shareholder meetings;
|
•
|
prohibiting cumulative voting in the election of directors;
|
•
|
limiting the persons who may call special meetings of shareholders; and
|
•
|
establishing supermajority voting provisions with respect to amendments to certain provisions of our Articles of Incorporation and
Bylaws.
|
•
|
the effects of the Spin Off;
|
•
|
our business strategy, expected capital spending and other plans and objectives for future operations, including our ability to
expand our business as a new entrant to the tanker shipping industry;
|
•
|
tanker market conditions and trends, including volatility in charter rates (particularly for vessels employed in the spot voyage
market or pools), factors affecting supply and demand for vessels such as fluctuations in demand for and the price of crude oil and/or refined petroleum products, fluctuating vessel values, opportunities for the profitable operations of
tanker carriers and the strength of world economies;
|
•
|
our ability to realize the expected benefits from our vessel acquisitions, and the effects of our Fleet’s size on our future
financial condition, operating results, future revenues and expenses, future liquidity and the adequacy of cash flows from our operations;
|
•
|
our relationships with our current and future service providers and customers, including the ongoing performance of their
obligations, dependence on their expertise, compliance with applicable laws, and any impacts on our reputation due to our association with them;
|
•
|
our ability to borrow under debt agreements or to refinance our debt on favorable terms and our ability to comply with the
covenants contained therein, in particular due to economic, financial or operational reasons;
|
•
|
our continued ability to enter into time charters, voyage charters and pool arrangements with existing and new customers and pool
operators, and to re-charter our vessels upon the expiry of the existing charters;
|
•
|
changes in our operating and capitalized expenses, including bunker prices, dry-docking, insurance costs, costs associated with
regulatory compliance and costs associated with climate change;
|
•
|
our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the
amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue);
|
•
|
instances of off-hire, including due to limitations imposed by COVID-19 and/or due to vessel upgrades and repairs;
|
•
|
future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards;
|
•
|
volatility in our share price, including due to high-volume transactions in our shares by retail investors;
|
•
|
potential conflicts of interest involving members of our Board, senior management and certain of our service providers that are
related parties;
|
•
|
general domestic and international political conditions or events, including international sanctions, “trade wars”, global public
health threats and major outbreaks of disease;
|
•
|
changes in seaborne and other transportation, including due to fluctuating demand for tanker carriers and/or disruption of
shipping routes due to accidents, political events, international sanctions, international hostilities and instability, piracy or acts of terrorism;
|
•
|
changes in governmental rules and regulations or actions taken by regulatory authorities, including changes to environmental
regulations applicable to the shipping industry;
|
•
|
the impact of adverse weather and natural disasters;
|
•
|
accidents or the occurrence of other events related to the operational risks associated with transporting crude oil and/or refined
petroleum products; and
|
•
|
any other factor described in this prospectus.
|
•
|
on an actual basis;
|
•
|
on an as-adjusted basis, to give effect to (i) scheduled principal repayments under our credit facility of $0.7 million that have
occurred between January 1, 2023 and March 10, 2023; and (ii) the issuance of 9,461,009 Common Shares, par value $0.001 per share, 140,000 Series A Preferred Shares, par value $0.001 per share and 40,000 Series B Preferred Shares, par
value $0.001 per share, on March 7, 2023; and
|
•
|
on an as further adjusted basis to give effect to (i) the assumed issuance of and sale of 10,121,457 Units consisting of one
Common Share and one Class A Warrant to purchase one Common Share at an assumed public offering price of $4.94 per Unit (equal to the closing price of our Common Shares on the Nasdaq Capital Market on March 9, 2023) at the offering
amount, and (ii) total expenses of offering amount, which include estimated registration, filing and listing fees, printing fees and legal and accounting expenses amounting to $401,020 and the Placement Agent fee of 6% of the aggregate
gross cash proceeds of the offering and assuming no exercise of the Class A Warrants issued in this offering. The final public offering price will be determined through negotiation between us and the investors in the offering and may be
at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price.
|
(All figures in U.S. dollars)
|
| |
Actual
|
| |
As
Adjusted
|
| |
As further
adjusted
(offering
amount)(4)
|
Debt:
|
| |
|
| |
|
| |
|
Long-term debt (including current portion) — Secured(1)(2)
|
| |
13,069,474
|
| |
12,394,474
|
| |
12,394,474
|
Total debt
|
| |
$13,069,474
|
| |
$12,394,474
|
| |
$12,394,474
|
|
| |
|
| |
|
| |
|
Mezzanine equity:
|
| |
|
| |
|
| |
|
Series A Preferred Shares(3)
|
| |
—
|
| |
75,200,000
|
| |
75,200,000
|
Total mezzanine equity
|
| |
—
|
| |
$75,200,000
|
| |
$75,200,000
|
|
| |
|
| |
|
| |
|
Parent company equity/ Shareholders Equity :
|
| |
|
| |
|
| |
|
Net parent investment
|
| |
$140,496,912
|
| |
$—
|
| |
$—
|
Series B Preferred Shares
|
| |
—
|
| |
40
|
| |
40
|
Common shares
|
| |
—
|
| |
9,461
|
| |
19,582
|
Additional paid-in capital
|
| |
—
|
| |
65,287,411
|
| |
111,876,270
|
Retained earnings
|
| |
—
|
| |
—
|
| |
—
|
Total parent company equity/ Shareholders Equity
|
| |
$140,496,912
|
| |
$65,296,912
|
| |
$111,895,892
|
Total Capitalization
|
| |
$153,566,386
|
| |
$152,891,386
|
| |
$199,490,366
|
(1)
|
The capitalization table does not take into account any amortization of deferred finance fees incurred after December 31, 2022.
|
(2)
|
All indebtedness of our subsidiaries as of the date of this prospectus is guaranteed by us and secured by certain vessels. For
additional details, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Borrowing Activities.”
|
(3)
|
Series A Preferred shares are presented at fair value as determined by management in consideration of a number of data points,
including a valuation performed by an independent third-party consulting firm. The valuation methodology applied comprised the trifurcation of the value of the Series A Preferred Shares in three components namely, the “straight” preferred
stock component, the option component and the control premium component. The mean of the sum of the three components was used to estimate the value for the Series A Preferred Shares at $75.2 million. The valuation methodology and the
significant unobservable inputs used for each component are set out below:
|
|
|
| |
Valuation Technique
|
| |
Unobservable Input
|
| |
Range
(Weighted average)
|
|
|
“Straight” Preferred stock component
|
| |
Discounted Cash Flow model
|
| |
• Weighted average cost of Capital
|
| |
13.33%
|
|
|
Option Component
|
| |
Black Scholes
|
| |
• Volatility
• Risk-free rate
• Weighted average cost of Capital
• Range strike price
|
| |
73.9%
3.61%
13.33%
60-100% of NAV
|
|
|
Control Premium component
|
| |
Observable market transactions
|
| |
• Control premium
• Weighted average cost of Capital
|
| |
7.5%
13.33%
|
|
(4)
|
The as further adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering
price and other terms of this offering determined between us and the investors.
|
|
| |
Period ended
December 31, 2021
|
| |
Year ended
December 31,
2022
|
Net (loss)/income
|
| |
$(1,430,391)
|
| |
$49,926,415
|
Less: Cumulative dividends on Series A Preferred Shares(1)
|
| |
$(1,357,222)
|
| |
$(1,400,000)
|
Net (loss)/income available to Common Shareholders
|
| |
$(2,787,613)
|
| |
$48,526,415
|
Weighted average number of Common Shares outstanding
|
| |
9,461,009
|
| |
9,461,009
|
Pro forma (loss)/earnings per common share, basic and diluted
|
| |
$(0.29)
|
| |
$5.13
|
(1)
|
Based on the nominal preferred rate of 1% per annum for the first 7 years and does not take into account the increasing preferred
rate after the seventh year.
|
Assumed public offering price per Unit
|
| |
$4.94
|
Pro Forma net tangible book value per share as of December 31, 2022
|
| |
$6.90
|
Decrease per share to existing shareholders attributable to new investors in this
offering
|
| |
$1.19
|
As-adjusted pro forma net tangible book value per share as
of December 31, 2022, after giving effect to this offering
|
| |
$5.71
|
Accretion per share to new investors in this offering
|
| |
$0.77
|
Vessel Name
|
| |
Capacity
(dwt)
|
| |
Year
Built
|
| |
Country of
Construction
|
| |
Type of
Charter
|
| |
Gross
Charter
Rate
($/day)
|
| |
Estimated
Earliest Charter
Expiration
|
| |
Estimated
Latest
Charter
Expiration
|
Aframax/LR2 Segment(1)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
M/T Wonder Polaris
|
| |
115,351
|
| |
2005
|
| |
S. Korea
|
| |
Tanker Pool(2)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
M/T Wonder Sirius
|
| |
115,341
|
| |
2005
|
| |
S. Korea
|
| |
Period Time Charter(3)
|
| |
$40,000
|
| |
November 2023
|
| |
June 2024
|
M/T Wonder Bellatrix
|
| |
115,341
|
| |
2006
|
| |
S. Korea
|
| |
Tanker Pool(2)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
M/T Wonder Musica
|
| |
106,290
|
| |
2004
|
| |
S. Korea
|
| |
Tanker Pool(2)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
M/T Wonder Avior
|
| |
106,162
|
| |
2004
|
| |
S. Korea
|
| |
Tanker Pool(2)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
M/T Wonder Vega
|
| |
106,062
|
| |
2005
|
| |
S. Korea
|
| |
Tanker Pool(2)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Handysize Segment
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
M/T Wonder Mimosa
|
| |
36,718
|
| |
2006
|
| |
S. Korea
|
| |
Tanker Pool(4)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
M/T Wonder Formosa
|
| |
36,660
|
| |
2006
|
| |
S. Korea
|
| |
Tanker Pool(4)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
(1)
|
On May 9, 2022, we entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Arcturus for a gross sale price of $13.15 million. The vessel was delivered to its new owners on July 15, 2022.
|
(2)
|
The vessel is currently participating in the V8 Plus Pool, a pool operating Aframax tankers aged fifteen (15) years or more that is
managed by V8 Plus Management Pte Ltd., a company in which Petros Panagiotidis has a minority equity interest.
|
(3)
|
In February 2023, the agreement relating to the M/T Wonder Sirius's participation in the
V8 Plus Pool was terminated and the vessel commenced a period time charter.
|
(4)
|
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Handysize tanker vessels.
|
(i)
|
injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
|
(ii)
|
injury to, or economic losses resulting from, the destruction of real and personal property;
|
(iii)
|
loss of subsistence use of natural resources that are injured, destroyed or lost;
|
(iv)
|
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal
property, or natural resources;
|
(v)
|
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural
resources; and
|
(vi)
|
net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as
protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
|
•
|
The levels of demand and supply of seaborne cargoes and vessel tonnage in the tanker shipping industry and within our Aframax/LR2
and Handysize segments;
|
•
|
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 tanker shipping industry, including
international conflict or war (or threatened war), such as between Russia and Ukraine;
|
•
|
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 in the voyage, time charter and pool markets, as our charters expire or are otherwise terminated;
|
•
|
Management of the operational, financial, 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 each of their suppliers;
|
•
|
The number of charterers and pool operators 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 pool operators and our ability to increase
the number of our charterers through the development of new working relationships;
|
•
|
The vetting approvals by oil majors of our manager and/or sub-managers for the management of our tanker vessels;
|
•
|
Dry-docking and special survey costs and duration, both expected and unexpected;
|
•
|
Our borrowing levels and the finance costs related to our outstanding debt as well as our compliance with our debt covenants;
|
•
|
Management of our financial resources, including banking relationships and of the relationships with our various stakeholders; and
|
•
|
Major outbreaks of diseases (such as COVID-19) and governmental responses thereto; and
|
•
|
The level of any distribution on all classes of our shares.
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
|
| |
2021
|
| |
2022
|
Total vessel revenues
|
| |
$29,264,268
|
| |
$111,885,865
|
Voyage expenses -including commissions from related party
|
| |
(11,059,518)
|
| |
(29,319,414)
|
TCE revenues
|
| |
$18,204,750
|
| |
$82,566,451
|
Available Days
|
| |
1,814
|
| |
3,037
|
Daily TCE Rate
|
| |
$10,036
|
| |
$27,187
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
|
| |
2021
|
| |
2022
|
Total vessel revenues
|
| |
$26,559,413
|
| |
$96,248,212
|
Voyage expenses -including commissions from related party
|
| |
(11,003,925)
|
| |
(29,100,348)
|
TCE revenues
|
| |
$15,555,488
|
| |
$67,147,864
|
Available Days
|
| |
1,446
|
| |
2,307
|
Daily TCE Rate
|
| |
$10,758
|
| |
$29,106
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
|
| |
2021
|
| |
2022
|
Total vessel revenues
|
| |
$2,704,855
|
| |
$15,637,653
|
Voyage expenses -including commissions from related party
|
| |
(55,593)
|
| |
(219,066)
|
TCE revenues
|
| |
$2,649,262
|
| |
$15,418,587
|
Available Days
|
| |
368
|
| |
730
|
Daily TCE Rate
|
| |
$7,199
|
| |
$21,121
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
|
| |
2021
|
| |
2022
|
Daily vessel operating expenses
|
| |
$6,671
|
| |
$6,969
|
Ownership Days
|
| |
1,853
|
| |
3,115
|
Available Days
|
| |
1,814
|
| |
3,037
|
Operating Days
|
| |
1,796
|
| |
3,028
|
Fleet Utilization
|
| |
99%
|
| |
100%
|
Daily TCE Rate
|
| |
$10,036
|
| |
$27,187
|
EBITDA
|
| |
$3,115,260
|
| |
$58,881,032
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
|
| |
2021
|
| |
2022
|
Daily vessel operating expenses
|
| |
$6,761
|
| |
$7,290
|
Ownership Days
|
| |
1,446
|
| |
2,385
|
Available Days
|
| |
1,446
|
| |
2,307
|
Operating Days
|
| |
1,428
|
| |
2,298
|
Fleet Utilization
|
| |
99%
|
| |
100%
|
Daily TCE Rate
|
| |
$10,758
|
| |
$29,106
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
|
| |
2021
|
| |
2022
|
Daily vessel operating expenses
|
| |
$6,352
|
| |
$5,921
|
Ownership Days
|
| |
407
|
| |
730
|
Available Days
|
| |
368
|
| |
730
|
Operating Days
|
| |
368
|
| |
730
|
Fleet Utilization
|
| |
100%
|
| |
100%
|
Daily TCE Rate
|
| |
$7,199
|
| |
$21,121
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
|
| |
2021
|
| |
2022
|
Net (loss)/income
|
| |
$(1,430,391)
|
| |
49,926,415
|
Depreciation and amortization
|
| |
3,834,117
|
| |
7,294,476
|
Interest and finance costs, net(1)
|
| |
505,360
|
| |
699,960
|
U.S. source income taxes
|
| |
206,174
|
| |
960,181
|
EBITDA
|
| |
$3,115,260
|
| |
$58,881,032
|
(1)
|
Includes interest and finance costs and interest income, if any.
|
|
| |
Period ended
December 31,
2021
|
| |
Year ended
December 31, 2022
|
| |
Change -
Amount
|
Total vessel revenues
|
| |
$29,264,268
|
| |
$111,885,865
|
| |
$82,621,597
|
Expenses:
|
| |
|
| |
|
| ||
Voyage expenses (including commissions to related party)
|
| |
(11,059,518)
|
| |
(29,319,414)
|
| |
(18,259,896)
|
Vessel operating expenses
|
| |
(12,361,871)
|
| |
(21,708,290)
|
| |
(9,346,419)
|
Management fees to related parties
|
| |
(1,853,850)
|
| |
(2,833,500)
|
| |
(979,650)
|
Depreciation and amortization
|
| |
(3,834,117)
|
| |
(7,294,476)
|
| |
(3,460,359)
|
General and administrative expenses(1)
|
| |
(889,096)
|
| |
(2,093,347)
|
| |
(1,204,251)
|
Provision for doubtful accounts
|
| |
—
|
| |
(266,732)
|
| |
(266,732)
|
Gain on sale of vessel
|
| |
—
|
| |
3,222,631
|
| |
3,222,631
|
Operating (loss)/income
|
| |
(734,184)
|
| |
51,592,737
|
| |
52,326,921
|
Interest and finance costs, net(2)
|
| |
(505,360)
|
| |
(699,960)
|
| |
(194,600)
|
Foreign exchange gains/(losses)
|
| |
15,327
|
| |
(6,181)
|
| |
(21,508)
|
US source income taxes
|
| |
(206,174)
|
| |
(960,181)
|
| |
(754,007)
|
Net (loss)/income and comprehensive (loss)/income
|
| |
$(1,430,391)
|
| |
$49,926,415
|
| |
$51,356,806
|
(1)
|
Includes $326,642 and $624,087 charged by Castor Ships in the period ended December 31, 2021, and the year ended December 31, 2022,
respectively, under management arrangements between Castor Ships and Castor. The management arrangements were amended by mutual consent with effect from July 1, 2022. See Note 3 to the Combined Carve-Out Financial Statements contained
elsewhere in this prospectus.
|
(2)
|
Includes interest and finance costs, net of interest income, if any.
|
|
| |
Period ended
December 31,
2021
|
| |
Year ended
December 31,
2022
|
| |
Change -
amount
|
Total vessel revenues
|
| |
$26,559,413
|
| |
$96,248,212
|
| |
$69,688,799
|
Expenses:
|
| |
|
| |
|
| ||
Voyage expenses (including commissions to related party)
|
| |
(11,003,925)
|
| |
(29,100,348)
|
| |
(18,096,423)
|
Vessel operating expenses
|
| |
(9,776,724)
|
| |
(17,386,009)
|
| |
(7,609,285)
|
Management fees to related parties
|
| |
(1,433,950)
|
| |
(2,167,000)
|
| |
(733,050)
|
Depreciation and amortization
|
| |
(3,087,764)
|
| |
(5,889,352)
|
| |
(2,801,588)
|
Provision for doubtful accounts
|
| |
—
|
| |
(266,732)
|
| |
(266,732)
|
Gain on sale of vessel
|
| |
—
|
| |
3,222,631
|
| |
3,222,631
|
Segment Operating income
|
| |
$1,257,050
|
| |
$44,661,402
|
| |
$43,404,352
|
|
| |
Period ended
December 31,
2021
|
| |
Year ended
December 31,
2022
|
| |
Change -
Amount
|
Total vessel revenues
|
| |
$2,704,855
|
| |
$15,637,653
|
| |
$12,932,798
|
Expenses:
|
| |
|
| |
|
| ||
Voyage expenses (including commissions to related party)
|
| |
(55,593)
|
| |
(219,066)
|
| |
(163,473)
|
Vessel operating expenses
|
| |
(2,585,147)
|
| |
(4,322,281)
|
| |
(1,737,134)
|
Management fees to related parties
|
| |
(419,900)
|
| |
(666,500)
|
| |
(246,600)
|
Depreciation and amortization
|
| |
(746,353)
|
| |
(1,405,124)
|
| |
(658,771)
|
Segment Operating (loss)/income
|
| |
$(1,102,138)
|
| |
$9,024,682
|
| |
$10,126,820
|
•
|
an exemption from the auditor attestation requirement of management’s assessment of the effectiveness of the emerging growth
company’s internal controls over financial reporting pursuant to Section 404(b) of Sarbanes Oxley; and
|
•
|
an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB,
requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.
|
|
| |
For the period
ended
December 31,
2021
|
| |
For the year
ended
December 31,
2022
|
Net cash (used in)/provided by operating activities
|
| |
(4,415,044)
|
| |
41,538,209
|
Net cash (used in)/provided by investing activities
|
| |
(111,288,060)
|
| |
11,788,681
|
Net cash provided by/(used in) financing activities
|
| |
121,366,515
|
| |
(16,510,675)
|
•
|
the charter revenues from existing time charters for the fixed fleet days;
|
•
|
the estimated vessel operating expenses and voyage expenses;
|
•
|
the estimated dry-docking expenditures;
|
•
|
an estimated gross daily charter rate for the unfixed days (based on the ten-year average of the historical one-year time charter
rates available for each type of vessel) over the remaining economic life of each vessel, excluding days of scheduled off-hires and net of commissions;
|
•
|
the residual value of vessels;
|
•
|
management fees;
|
•
|
an estimated utilization rate; and
|
•
|
the remaining estimated life of our vessels.
|
•
|
Our secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. We
estimate the full useful life of vessels to be 25 years from the date of initial delivery from the shipyard;
|
•
|
the estimated useful life of vessels takes into account commercial considerations and regulatory restrictions;
|
•
|
the estimated charter rates are based on rates under existing vessel contracts and thereafter at market rates at which we expect
we can re-charter our vessels based on market trends. We believe that the 10 year average historical time charter rate is appropriate (or less than 10 years if appropriate data is not available) for the following reasons:
|
•
|
it reflects more accurately the earnings capacity of the type, specification, deadweight capacity and average age of our vessels;
|
•
|
it reflects the type of business conducted by us (period as opposed to spot);
|
•
|
it is an appropriate period to capture the volatility of the market and includes numerous market highs and lows so as to be
considered a fair estimate based on past experience; and
|
•
|
respective data series are adequately populated;
|
•
|
estimates of vessel utilization, including estimated off-hire time are based on the historical experience of our Fleet;
|
•
|
estimates of operating expenses and dry-docking expenditures are based on historical operating and dry-docking costs based on the
historical experience of our Fleet and our expectations of future operating requirements;
|
•
|
vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate; and
|
•
|
the remaining estimated lives of our vessels used in our estimates of future cash flows are consistent with those used in our
depreciation calculations.
|
Name
|
| |
Age
|
| |
Position
|
Petros Panagiotidis
|
| |
32
|
| |
Chairman, Chief Executive Officer and Class C Director
|
Angelos Rounick Platanias
|
| |
32
|
| |
Secretary and Class B Director
|
Petros Zavakopoulos
|
| |
31
|
| |
Class A Director
|
Ioannis E. Lazaridis
|
| |
55
|
| |
Chief Financial Officer
|
•
|
Voting Rights. Each outstanding common share entitles the holder to
one vote on all matters submitted to a vote of shareholders. Our directors are elected by a plurality of the votes cast by shareholders entitled to vote and serve for three-year terms. There is no provision for cumulative voting. Our
Common Shares and Series B Preferred Shares vote together with the Common Shares as a single class on most matters submitted to a vote of shareholders of the Company, though our Articles of Incorporation provide for a separate vote of the
Series B Preferred Shares for certain matters adversely impacting the rights and preferences of such shares. The Series B Preferred Shares have 100,000 votes per share and currently have a controlling vote over all matters put to a vote
of the Company’s shareholders on which they are entitled to vote together with the Common Shares as a single class.
|
•
|
Dividend Rights. Subject to the preferences applicable to any
outstanding preferred shares, including the Series A Preferred Shares, holders of Common Shares are entitled to receive ratably all dividends, if any, declared by our Board out of funds legally available for dividends.
|
•
|
Liquidation Rights. Upon our dissolution, liquidation or winding up of
our affairs, whether voluntary or involuntary, after payment in full of all amounts required to be paid to creditors and holders of preferred shares having liquidation preferences, including the Series A Preferred Shares, the holders of
our Common Shares are entitled to receive pro rata our remaining assets available for distribution.
|
•
|
Limitations on Ownership. Under Marshall Islands law generally and our
Articles of Incorporation, there are no limitations on the right of persons who are not citizens or residents of the Marshall Islands to hold or vote our Common Shares.
|
•
|
the designation of the series;
|
•
|
the number of shares of the series;
|
•
|
the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or
restrictions of such series; and
|
•
|
the voting rights, if any, of the holders of the series.
|
•
|
Ranking. With respect to the payment of dividends and distributions of
assets upon any liquidation, dissolution or winding up, the Series A Preferred shares rank (i) senior to our Common Shares, the Series B Preferred Shares and any class or series of our stock that ranks junior to the Series A Preferred
Shares in the payment of dividends or in the distribution of assets upon our liquidation, dissolution or winding up (together with our Common Shares, “Junior Stock”); (ii) senior to or on a parity
with the Series C Preferred Shares and each other series of our preferred shares we may issue with respect to the payment of dividends and distributions of assets upon any liquidation, dissolution or winding up of the Company; and
(iii) junior to all existing and future indebtedness and other non-equity claims on us.
|
•
|
Dividends. Holders of Series A Preferred Shares shall be entitled to
receive, when, as and if declared by our Board, but only out of funds legally available therefor, cumulative cash dividends at the Annual
|
•
|
Restrictions on Dividends, Redemption and Repurchases. So long as any
Series A Preferred Share remains outstanding, unless full Accrued Dividends on all outstanding Series A Preferred Shares through and including the most recently completed Dividend Period have been paid or declared and a sum sufficient for
the payment thereof has been set aside for payment, no dividend may be declared or paid or set aside for payment, and no distribution may be made, on any Junior Stock, other than a dividend payable solely in stock that ranks junior to the
Series A Preferred Shares in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company. “Accrued Dividends” means, with respect to
Series A Preferred Shares, an amount computed at the Annual Rate from, as to each share, the date of issuance of such share to and including the date to which such dividends are to be accrued (whether or not such dividends have been
declared), less the aggregate amount of all dividends previously paid on such share. So long as any Series A Preferred Share remains outstanding, unless full Accrued Dividends on all outstanding Series A Preferred Shares through and
including the most recently completed Dividend Period have been paid or declared and a sum sufficient for the payment thereof has been set aside for payment, no monies may be paid or made available for a sinking fund for the redemption or
retirement of Junior Stock, nor shall any shares of Junior Stock be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly, other than (i) as a result of (x) a reclassification of Junior Stock, or (y)
the exchange or conversion of one share of Junior Stock for or into another share of stock that ranks junior to the Series A Preferred Shares in the payment of dividends and in the distribution of assets on any liquidation, dissolution or
winding up of the Company; or (ii) through the use of the proceeds of a substantially contemporaneous sale of other shares of stock that rank junior to the Series A Preferred Shares in the payment of dividends and in the distribution of
assets on any liquidation, dissolution or winding up of the Company.
|
•
|
Redemption. The Series A Preferred Shares are perpetual and have no
maturity date. We may, at our option, redeem the Series A Preferred Shares in whole or in part, at any time and from time to time after the Reset Date, at a cash redemption price equal to the stated amount, together with an amount equal
to all Accrued Dividends to, but excluding, the redemption date.
|
•
|
Conversion Rights. The Series A Preferred Shares are convertible, at
their holder’s option, to Common Shares, in whole or in part, at any time and from time to time from and after the third anniversary of the Issue Date until but excluding the Reset Date. Subject to certain adjustments, the “Conversion
Price” for any conversion of the Series A Preferred Shares shall be the lower of (i) 150% of the VWAP of our Common Shares over the five consecutive trading day period commencing on and including March 7, 2023, and (ii) the VWAP of our
Common Shares over the 10 consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the
|
•
|
Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the affairs of the Company, whether voluntary or involuntary, before any distribution or payment out of our assets may be made to or set aside for the holders of any Junior Stock, holders of Series A Preferred Shares will be
entitled to receive out of our assets legally available for distribution to our shareholders an amount equal to the stated amount per share ($1,000), together with an amount equal to all Accrued Dividends to the date of payment whether or
not earned or declared (the “Liquidation Preference”). If the Liquidation Preference has been paid in full to all holders of Series A Preferred Shares and all holders of any class or series of our
stock that ranks on a parity with Series A Preferred Shares in the distribution of assets on liquidation, dissolution or winding up of the Company, the holders of Junior Stock will be entitled to receive all of our remaining assets
according to their respective rights and preferences.
|
•
|
Voting Rights. Except as indicated below or otherwise required by law,
the holders of the Series A Preferred Shares do not have any voting rights.
|
•
|
Right to Elect Directors on Nonpayment of Dividends. If and whenever dividends payable on
Series A Preferred Shares or any class or series of our stock that ranks on a parity with the Series A Preferred Shares in the payment of dividends (“Dividend Parity Stock”) having voting rights
equivalent to those described in this paragraph (“Voting Parity Stock”) have not been declared and paid (or, in the case of Series A Preferred Shares and Voting Parity Stock bearing dividends on a
cumulative basis, shall be in arrears) in an aggregate amount equal to full dividends for at least six quarterly Dividend Periods or their equivalent (whether or not consecutive) (a “Nonpayment Event”),
the number of directors then constituting our Board shall be automatically increased by (i) one, if at such time the Board consists of eight or fewer directors, or (ii) two, if at such time the Board consists of nine or more directors,
and the holders of Series A Preferred Shares, together with the holders of any outstanding Voting Parity Stock then entitled to vote for additional directors, voting together as a single class in proportion to their respective stated
amounts, shall be entitled to elect the additional director or two directors, as the case may be (the “Preferred Share Directors”); provided that our Board shall at no time include more than two
Preferred Share Directors (including, for purposes of this limitation, all directors that the holders of any series of voting preferred shares are entitled to elect pursuant to like voting rights). When (i) Accrued Dividends have been
paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series A Preferred Shares after a Nonpayment Event, and (ii) the rights of holders of any Voting Parity Stock to participate in electing the Preferred
Share Directors shall have ceased, the right of holders of the Series A Preferred Shares to participate in the election of Preferred Share Directors shall cease (but subject always to the revesting of such voting rights in the case of any
future Nonpayment Event), the terms of office of all the Preferred Share Directors shall forthwith terminate, and the number of directors constituting our Board shall automatically be reduced accordingly. Any Preferred Share Director may
be removed at any time without cause by the holders of record of a majority of the outstanding Series A Preferred Shares and Voting Parity Stock, when they have the voting rights described above (voting together as a single class in
proportion to their respective stated amounts). The Preferred Share Directors shall each be entitled to one vote per director on any matter that shall come before our Board for a vote.
|
•
|
Other Voting Rights. So long as any Series A Preferred Shares are outstanding, in
addition to any other vote or consent of shareholders required by law or by our Articles of Incorporation, the vote or consent of the holders of at least two thirds of the Series A Preferred Shares at the time outstanding, voting together
with any other series of preferred shares that would be adversely
|
•
|
No Preemptive Rights; No Sinking Fund. Holders of the Series A
Preferred Shares do not have any preemptive rights. The Series A Preferred Shares will not be subject to any sinking fund or any other obligation of us for their repurchase or retirement.
|
•
|
Conversion. The Series B Preferred Shares are not convertible into
Common Shares.
|
•
|
Distributions. In the event that we declare a dividend of the stock of
a subsidiary which we control, the holder(s) of the Series B Preferred Shares are entitled to receive preferred shares of such subsidiary. Such preferred shares will have at least substantially identical rights and preferences to our
Series B Preferred Shares and be issued in an equivalent number to our Series B Preferred Shares. The Series B Preferred Shares have no other dividend or distribution rights.
|
•
|
Voting. Each Series B Preferred Share has the voting power of 100,000
Common Shares and counts for 100,000 votes for purposes of determining quorum at a meeting of shareholders, subject to adjustment to maintain a substantially identical voting interest in Toro following the (i) creation or issuance of a
new series of shares of the Company carrying more than one vote per share to be issued to any person other than holders of the Series B Preferred Shares, except for the creation (but not the issuance) of Series C Participating Preferred
Shares substantially in the form approved by the Board and included as an exhibit to the registration statement of which this prospectus forms a part, without the prior affirmative vote of a majority of votes cast by the holders of the
Series B Preferred Shares; or
|
•
|
Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, the Series B Preferred Shares shall have the same liquidation rights as and pari passu with the Common Shares up to their par value of $0.001 per share and, thereafter, the Series B Preferred
Shares have no right to participate further in the liquidation, dissolution or winding up of the Company.
|
•
|
not be redeemable;
|
•
|
entitle holders to dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the
aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in our Common Shares or a subdivision of our outstanding Common Shares (by reclassification or otherwise),
declared on our Common Shares; and
|
•
|
entitle holders to 1,000 votes per Series C Participating Preferred Share on all matters submitted to a vote of the shareholders
of the Company.
|
•
|
Distribution and Transfer of the Rights. Our Board will declare a
dividend of one Right for each share of our Common Shares outstanding. Prior to the Separation Time referred to below, the Rights would be evidenced by and trade with our Common Shares and would not be exercisable. After the Separation
Time, we would cause the Rights Agent to mail Rights certificates to shareholders and the Rights would trade independent of the Common Shares. New Rights will accompany any new Common Shares of the Company issued after March 7, 2023 until
the Separation Time.
|
•
|
Separation Time. Rights would separate from our Common Shares and
become exercisable following the earlier of (i) the tenth business day (or other date designated by resolution of the Board) after any person (other than Mr. Panagiotidis or his controlled affiliates) commences a tender offer that would
result in such person becoming the beneficial owner of a total of 15% or more of the Common Shares or (ii) the date of the “Flip-in” Trigger.
|
•
|
Exercise of the Rights. On or after the Separation Time, each Right
would initially entitle the holder to purchase, for $22 (the “Exercise Price”), one common share (or one one-thousandth of a share of
|
•
|
“Flip-in” Trigger. Upon public announcement by the Company that any
person other than Mr. Panagiotidis or his controlled affiliates (an “Acquiring Person”) has acquired 15% or more of our outstanding Common Shares:
|
(i)
|
Rights owned by the Acquiring Person or transferees thereof would automatically be void; and
|
(ii)
|
each other Right will automatically become a right to buy, for the Exercise Price, that number of Common Shares of the Company (or
equivalent fractional shares of Series C Participating Preferred Shares) having a market value of twice the Exercise Price.
|
•
|
“Flip-over” Trigger. After an Acquiring Person has become such,
(i) the Company may not consolidate or merge with any person, if the Company’s Board is controlled by the Acquiring Person or the Acquiring Person is the beneficial owner of 50% or more of the outstanding shares of our Common Shares, and
the transaction is with the Acquiring Person or its affiliate or associate or the shares owned by the Acquiring Person are treated differently from those of other shareholders, and (ii) the Company may not sell 50% or more of its assets
if the Company’s Board is controlled by the Acquiring Person unless in either case proper provision is made so that each Right would thereafter become a right to buy, for the Rights’ exercise price, that number of Common Shares of such
other person having a market value of twice the Rights’ exercise price.
|
•
|
Redemption. The Rights may be redeemed by the Board, at any time until
a “Flip-in” Trigger has occurred, at a redemption price of $0.001 per Right.
|
•
|
Power to Amend. Our Board may amend the Rights Agreement in any
respect until a “Flip-in” Trigger has occurred. Thereafter, our Board may amend the Rights Agreement in any respect not materially adverse to Rights holders generally.
|
•
|
Expiration. The Rights will expire on March 7, 2033.
|
|
Marshall Islands
|
| |
Delaware
|
|
|
Shareholder Meetings
|
| |||
|
May be held at a time and place as designated in the bylaws.
|
| |
May be held at such time or place as designated in the certificate of
incorporation or the bylaws, or if not so designated, as determined by the board of directors.
|
|
|
Notice:
|
| |
Notice:
|
|
|
Whenever shareholders are required to take any action at a meeting, written
notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting. Notice of a
special meeting shall also state the purpose for which the meeting is called.
|
| |
Whenever shareholders are required to take any action at a meeting, a written
notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
|
|
|
Marshall Islands
|
| |
Delaware
|
|
|
A copy of the notice of any meeting shall be given personally, sent by mail or
by electronic mail not less than 15 nor more than 60 days before the meeting.
|
| |
Written notice shall be given not less than 10 nor more than 60 days before the
meeting.
|
|
|
Shareholders’ Written Consent
|
| |||
|
Unless otherwise provided in the articles of incorporation, any action
required to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all the shareholders entitled to vote with
respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
|
| |
Any action required to be taken at a meeting of shareholders may be taken without
a meeting if a consent for such action is in writing and is signed by shareholders having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.
|
|
|
Merger or Consolidation
|
| |||
|
Any two or more domestic corporations may merge or consolidate into a single
corporation if approved by the board of each constituent corporation and if authorized by a majority vote at a shareholder meeting of each such corporation by the holders of outstanding shares.
|
| |
Any two or more corporations existing under the laws of the state may merge into
a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each constituent corporation at an annual or special meeting.
|
|
|
Marshall Islands
|
| |
Delaware
|
|
|
Authorization by a majority vote of the holders of a class of shares may be
required if such class is entitled to vote if a proposed amendment to the articles, undertaken in connection with such merger or consolidation, would increase or decrease the aggregate number of authorized shares of such class, increase
or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.
|
| |
Authorization by a majority vote of the holders of a class of shares may be
required if such class is entitled to vote if a proposed amendment to the articles, undertaken in connection with such merger or consolidation, would increase or decrease the aggregate number of authorized shares of such class, increase
or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. However, unless expressly required by its certificate of
incorporation, no vote of stockholders of a constituent corporation that has a class or series of stock that is listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of
the agreement of merger by such constituent corporation shall be necessary to authorize a merger that meets certain conditions.
|
|
|
Any sale, lease, exchange or other disposition of all or substantially all the
assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board of directors (and notice of the meeting shall be given to each shareholder of record, whether or not entitled to
vote), shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting, unless any class of shares is
|
| |
Every corporation may at any meeting of the board sell, lease or exchange all or
substantially all of its property and assets as its board deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation
entitled to vote.
|
|
|
Marshall Islands
|
| |
Delaware
|
|
|
entitled to vote thereon as a class, in which event such authorization shall
require the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.
|
| |
|
|
|
Upon approval by the board, any domestic corporation owning at least 90% of
the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any such corporation.
|
| |
Any corporation owning at least 90% of the outstanding shares of each class of
another corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger
shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called shareholder meeting.
|
|
|
Directors
|
| |||
|
The number of directors may be fixed by the bylaws, by the shareholders, or by
action of the board under the specific provisions of a bylaw. The number of board members may be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.
|
| |
The number of board members shall be fixed by, or in a manner provided by, the
bylaws and amended by an amendment to the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by an amendment to the certificate of incorporation.
|
|
|
Marshall Islands
|
| |
Delaware
|
|
|
If the board is authorized to change the number of directors, it can only do
so by a majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent director.
|
| |
Shareholders entitled to vote upon amendments to the bylaws hold the power to
adopt, amend or repeal bylaws in a stock corporation that has received any payment for its stock, unless such power is otherwise conferred upon the director’s in the certificate of incorporation. An amendment to the certification of
incorporation must be approved by the board and a majority of outstanding stock entitled to vote thereon.
|
|
|
Removal of Directors:
|
| |
Removal of Directors:
|
|
|
Any or all of the directors may be removed for cause by vote of the
shareholders. The articles of incorporation or the bylaws may provide for such removal by board action, except in the case of any director elected by cumulative voting, or by shareholders of any class or series when entitled by the
provisions of the articles of incorporation.
|
| |
Any or all of the directors may be removed, with or without cause, by the holders
of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides.
|
|
|
If the articles of incorporation or bylaws provide any or all of the directors
may be removed without cause by vote of the shareholders.
|
| |
In the case of a classified board, shareholders may effect the removal of any or
all directors only for cause unless the certificate of incorporation provides otherwise.
|
|
|
Dissenters’ Rights of Appraisal
|
| |||
|
Shareholders have a right to dissent from any plan of merger, consolidation or
sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair
value of his shares shall not be available for the shares of any class or series of stock, which shares or
|
| |
Appraisal rights shall be available for the shares of any class or series of
stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is offered for consideration which is
(i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding those
|
|
|
Marshall Islands
|
| |
Delaware
|
|
|
depository receipts in respect thereof, at the record date fixed to determine
the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer
quotation system or (ii) held of record by more than 2,000 holders. The right of a dissenting shareholder to receive payment of the fair value of his or her shares shall not be available for any shares of stock of the constituent
corporation surviving a merger if the merger did not require for its approval the vote of the shareholders of the surviving corporation.
|
| |
limited exceptions, appraisal rights will be available if shareholders are
required by the terms of an agreement of merger or consolidation to accept certain forms of uncommon consideration.
|
|
|
A holder of any adversely affected shares who does not vote on or consent in
writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:
|
| |
Shareholders do not have appraisal rights due to an amendment of the company’s
certificate of incorporation unless provided for in such certificate.
|
|
|
Marshall Islands
|
| |
Delaware
|
|
|
Alters or abolishes any preferential right of any outstanding shares having
preference; or
|
| |
|
|
|
Creates, alters, or abolishes any provision or right in respect to the
redemption of any outstanding shares; or
|
| |
|
|
|
Alters or abolishes any preemptive right granted by law and not disseated by
the articles of incorporation of such holder to acquire shares or other securities; or
|
| |
|
|
|
Excludes or limits the right of such holder to vote on any matter, except as
such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.
|
| |
|
|
Name of Beneficial Owner
|
| |
No. of Common
Shares
|
| |
Percentage prior
to the offering
|
| |
Percentage
following the
offering
|
All executive officers and directors as a group(1)(2)
|
| |
—
|
| |
—%
|
| |
—%
|
(1)
|
Neither any member of our Board or executive officer individually, nor all of them taken as a group, hold more than 1% of our
outstanding Common Shares as of the date of this prospectus, nor will they hold more than 1% of our outstanding Common Shares following completion of the offering of securities to which this prospectus relates.
|
(2)
|
Petros Panagiotidis holds 11,240 Common Shares (or 0.12% of the Common Shares outstanding) and, indirectly, 40,000 Series B
Preferred Shares (representing all such Series B Preferred Shares outstanding, each Series B Preferred Share having the voting power of 100,000 Common Shares). The Common Shares and Series B Preferred Shares held by Mr. Panagiotidis
represent 99.8% of the aggregate voting power of our total issued and outstanding share capital. Please see “Description of Capital Stock—Memorandum and Articles of Association” for a description
of the rights of the holder of our Series B Preferred Shares relative to the rights of the holders of our Common Shares. Assuming the maximum offering amount is sold but no Class A Warrants are exercised, immediately following this
offering, Mr. Panagiotidis will hold 0.06% of the Common Shares outstanding on a fully diluted basis and will hold Common Shares and Series B Preferred Shares representing 99.5% of the aggregate voting power of our total issued and
outstanding share capital.
|
(1)
|
we are organized in a foreign country that grants an “equivalent exemption” to corporations organized in the United States; and
|
(2)
|
either:
|
(a)
|
more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of a foreign country
that grants an “equivalent exemption” to corporations organized in the United States (each such individual is a “qualified shareholder” and collectively, “qualified shareholders”), which we refer to as the “50% Ownership Test,” or
|
(b)
|
our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another
country that grants an “equivalent exemption” to U.S. corporations, or in the United States, which we refer to as the “Publicly-Traded Test”.
|
•
|
We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
|
•
|
substantially all our USSGTI is attributable to regularly scheduled transportation, such as the operation of a vessel that follows
a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
•
|
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and
rents derived other than in the active conduct of a rental business); or
|
•
|
at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the
production of, passive income.
|
•
|
the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the Common
Shares or Class A Warrants;
|
•
|
the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income;
and
|
•
|
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the
applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
•
|
the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S.
Holder is entitled to the benefits of a U.S. income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or
|
•
|
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of
disposition and other conditions are met.
|
|
| |
Per Unit
|
| |
Maximum Number of Units
|
Public Offering Price
|
| |
|
| |
|
Placement Agent fees
|
| |
|
| |
|
Proceeds, before expenses, to us
|
| |
|
| |
|
|
| |
Amount
|
SEC Registration Fee
|
| |
$11,020
|
Legal fees and expenses
|
| |
$300,000
|
Accounting fees and expenses
|
| |
$60,000
|
Miscellaneous expenses
|
| |
$30,000
|
Total
|
| |
$401,020
|
|
| |
Page
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
|
| |
Page
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
ASSETS
|
| |
|
| |
December 31,
|
| |
December 31,
|
|
Note
|
| |
2021
|
| |
2022
|
||
CURRENT ASSETS:
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
|
| |
$
|
| |
$
|
Due from related parties, current
|
| |
3
|
| |
|
| |
|
Accounts receivable trade, net
|
| |
|
| |
|
| |
|
Inventories
|
| |
|
| |
|
| |
|
Prepaid expenses and other assets
|
| |
|
| |
|
| |
|
Deferred charges, net
|
| |
9
|
| |
|
| |
|
Total current assets
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
NON-CURRENT ASSETS:
|
| |
|
| |
|
| |
|
Vessels, net
|
| |
3,5
|
| |
|
| |
|
Restricted cash
|
| |
6
|
| |
|
| |
|
Due from related parties
|
| |
3
|
| |
|
| |
|
Prepaid expenses and other assets, non-current
|
| |
|
| |
|
| |
|
Deferred charges, net
|
| |
4
|
| |
|
| |
|
Total non-current assets
|
| |
|
| |
|
| |
|
Total assets
|
| |
|
| |
$
|
| |
$
|
|
| |
|
| |
|
| |
|
LIABILITIES AND NET PARENT INVESTMENT
|
| |
|
| |
|
| |
|
CURRENT LIABILITIES:
|
| |
|
| |
|
| |
|
Current portion of long-term debt, net
|
| |
6
|
| |
|
| |
|
Accounts payable
|
| |
|
| |
|
| |
|
Due to related parties, current
|
| |
3
|
| |
|
| |
|
Deferred revenue
|
| |
9
|
| |
|
| |
|
Accrued liabilities
|
| |
|
| |
|
| |
|
Total current liabilities
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
NON-CURRENT LIABILITIES:
|
| |
|
| |
|
| |
|
Long-term debt, net
|
| |
6
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
Total non-current liabilities
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
Commitments and contingencies
|
| |
8
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
Net parent investment
|
| |
|
| |
|
| |
|
Total liabilities and net parent investment
|
| |
|
| |
$
|
| |
$
|
|
| |
|
| |
Period Ended
December 31,
|
| |
Year Ended
December 31,
|
|
| |
Note
|
| |
2021
|
| |
2022
|
REVENUES:
|
| |
|
| |
|
| |
|
Time charter revenues
|
| |
9
|
| |
$
|
| |
$
|
Voyage charter revenues
|
| |
9
|
| |
|
| |
|
Pool revenues
|
| |
9
|
| |
|
| |
|
Total vessel revenues
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
EXPENSES:
|
| |
|
| |
|
| |
|
Voyage expenses (including $
|
| |
3,10
|
| |
(
|
| |
(
|
Vessel operating expenses
|
| |
10
|
| |
(
|
| |
(
|
Management fees to related parties
|
| |
3
|
| |
(
|
| |
(
|
Provision for doubtful accounts
|
| |
|
| |
|
| |
(
|
Depreciation and amortization
|
| |
4,5
|
| |
(
|
| |
(
|
General and administrative expenses (including $
|
| |
3
|
| |
(
|
| |
(
|
Gain on sale of vessel
|
| |
3,5
|
| |
|
| |
|
Total expenses
|
| |
|
| |
(
|
| |
(
|
|
| |
|
| |
|
| |
|
Operating (loss)/income
|
| |
|
| |
(
|
| |
|
|
| |
|
| |
|
| |
|
OTHER (EXPENSES)/INCOME:
|
| |
|
| |
|
| |
|
Interest and finance costs
|
| |
11
|
| |
(
|
| |
(
|
Interest income
|
| |
|
| |
|
| |
|
Foreign exchange gains/(losses)
|
| |
|
| |
|
| |
(
|
Total other expenses, net
|
| |
|
| |
(
|
| |
(
|
|
| |
|
| |
|
| |
|
Net (loss)/income, before taxes
|
| |
|
| |
$(
|
| |
$
|
Income taxes
|
| |
13
|
| |
(
|
| |
(
|
Net (loss)/income and comprehensive (loss)/income
|
| |
|
| |
$(
|
| |
$
|
|
| |
Net parent investment
|
Balance, January 13, 2021
|
| |
|
- Net loss
|
| |
(
|
- Net parent investment
|
| |
|
Balance, December 31, 2021
|
| |
$
|
- Net income
|
| |
|
- Net return of parent investment
|
| |
(
|
Balance, December 31, 2022
|
| |
$
|
|
| |
Note
|
| |
Period ended
December 31,
2021
|
| |
Year ended
December 31,
2022
|
Cash Flows (used in)/provided by Operating Activities:
|
| |
|
| |
|
| |
|
Net (loss)/income
|
| |
|
| |
$(
|
| |
$
|
Adjustments to reconcile net
(loss)/income to net cash (used in)/provided by Operating activities:
|
| |
|
| |
|
| |
|
Depreciation and amortization
|
| |
4,5
|
| |
|
| |
|
Amortization of deferred finance charges
|
| |
11
|
| |
|
| |
|
Gain on sale of vessel
|
| |
5
|
| |
|
| |
(
|
Provision for doubtful accounts
|
| |
|
| |
|
| |
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
| |
|
Accounts receivable trade, net
|
| |
|
| |
(
|
| |
(
|
Inventories
|
| |
|
| |
(
|
| |
|
Due from/to related parties
|
| |
|
| |
|
| |
(
|
Prepaid expenses and other assets
|
| |
|
| |
(
|
| |
(
|
Other deferred charges
|
| |
|
| |
(
|
| |
|
Accounts payable
|
| |
|
| |
|
| |
|
Accrued liabilities
|
| |
|
| |
|
| |
|
Deferred revenue
|
| |
|
| |
|
| |
(
|
Dry-dock costs paid
|
| |
|
| |
(
|
| |
(
|
Net Cash (used in)/provided by Operating Activities
|
| |
|
| |
(
|
| |
|
|
| |
|
| |
|
| |
|
Cash flow (used in)/provided by Investing Activities:
|
| |
|
| |
|
| |
|
Vessel acquisitions and other vessel improvements
|
| |
5
|
| |
(
|
| |
(
|
Net proceeds from sale of vessel
|
| |
|
| |
|
| |
|
Net cash (used in)/provided by Investing Activities
|
| |
|
| |
(
|
| |
|
|
| |
|
| |
|
| |
|
Cash flows (used in)/provided by Financing Activities:
|
| |
|
| |
|
| |
|
Net parent investment
|
| |
1
|
| |
|
| |
(
|
Proceeds from long-term debt
|
| |
6
|
| |
|
| |
|
Repayment of long-term debt
|
| |
6
|
| |
(
|
| |
(
|
Payment of deferred financing costs
|
| |
|
| |
(
|
| |
|
Net cash provided by/(used in) Financing Activities
|
| |
|
| |
|
| |
(
|
|
| |
|
| |
|
| |
|
Net increase in cash, cash equivalents, and restricted cash
|
| |
|
| |
|
| |
|
Cash, cash equivalents and
restricted cash at the beginning of the period
|
| |
|
| |
|
| |
|
Cash, cash equivalents and
restricted cash at the end of the period
|
| |
|
| |
$
|
| |
|
|
| |
|
| |
|
| |
|
RECONCILIATION OF CASH, CASH
EQUIVALENTS AND RESTRICTED CASH
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
|
| |
$
|
| |
$
|
Restricted cash, non-current
|
| |
|
| |
|
| |
|
Cash, cash equivalents, and restricted cash
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
| |
|
| |
|
| |
|
Cash paid for interest
|
| |
|
| |
|
| |
|
Unpaid vessel acquisition and other vessel improvement costs
(included in Accounts payable and Accrued liabilities)
|
| |
|
| |
|
| |
|
Unpaid deferred dry-dock costs (included in Accounts payable
and Accrued liabilities)
|
| |
|
| |
|
| |
|
1.
|
Basis of Presentation and General information:
|
Company
|
| |
Country of
incorporation
|
| |
Date of
incorporation
|
| |
Vessel
Name
|
| |
DWT
|
| |
Year
Built
|
| |
Delivery date
to Vessel
owning company
|
|||
1
|
| |
Rocket Shipping Co.
(“Rocket”)
|
| | | |
|
| |
|
| |
|
| |
|
| |
|
|
2
|
| |
Gamora Shipping Co.
(“Gamora”)
|
| | |
| |
|
| |
|
| |
|
| |
|
| |
|
3
|
| |
Starlord Shipping Co.
(“Starlord”)
|
| | |
| |
|
| |
|
| |
|
| |
|
| |
|
4
|
| |
Hawkeye Shipping Co.
(“Hawkeye”)
|
| | |
| |
|
| |
|
| |
|
| |
|
| |
|
5
|
| |
Elektra Shipping Co.
(“Elektra”)
|
| | |
| |
|
| | |
| |
|
| |
|
| |
|
1.
|
Basis of Presentation and General information:(continued)
|
Company
|
| |
Country of
incorporation
|
| |
Date of
incorporation
|
| |
Vessel
Name
|
| |
DWT
|
| |
Year
Built
|
| |
Delivery date
to Vessel
owning company
|
|||
6
|
| |
Vision Shipping Co.
(“Vision”)
|
| | |
| |
|
| |
|
| |
|
| |
|
| |
|
7
|
| |
Colossus Shipping Co.
(“Colossus”)
|
| | |
| |
|
| |
|
| |
|
| |
|
| |
|
8
|
| |
Xavier Shipping Co.
(“Xavier”)
|
| | |
| |
|
| |
|
| |
|
| |
|
| |
|
9
|
| |
Drax Shipping Co.
(“Drax”)
|
| | |
| |
|
| |
|
| |
|
| |
|
| | |
(1)
|
On May 9, 2022, the Company entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Arcturus for a gross sale price of $
|
Charterer/Pool manager
|
| |
Period
Ended
December
31, 2021
|
| |
Year
Ended
December
31, 2022
|
A
|
| |
|
| |
|
B
|
| |
|
| |
|
C
|
| |
|
| |
|
D
|
| |
|
| |
|
E
|
| |
|
| |
|
Total
|
| |
|
| |
|
1.
|
Basis of Presentation and General information:(continued)
|
2.
|
Significant Accounting Policies and Recent Accounting Pronouncements:
|
2.
|
Significant Accounting Policies and Recent Accounting Pronouncements:(continued)
|
2.
|
Significant Accounting Policies and Recent Accounting Pronouncements:(continued)
|
2.
|
Significant Accounting Policies and Recent Accounting Pronouncements:(continued)
|
•
|
based on the pool points attributed to each vessel (which are determined by vessel attributes such as cargo carrying capacity,
speed, fuel consumption, and construction and other characteristics); or
|
•
|
by making adjustments to account for the cost performance, the bunkering fees and the trading capabilities of each vessel and
the number of days the vessel participated in the pool in the period (excluding off-hire days).
|
2.
|
Significant Accounting Policies and Recent Accounting Pronouncements:(continued)
|
2.
|
Significant Accounting Policies and Recent Accounting Pronouncements:(continued)
|
3.
|
Transactions with Related Parties:
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
|
| |
2021
|
| |
2022
|
Management fees-related parties
|
| |
|
| |
|
Management fees – Pavimar (b)
|
| |
$
|
| |
$
|
Management fees – Castor Ships (a)
|
| |
|
| |
|
|
| |
|
| |
|
Included in Voyage expenses
|
| |
|
| |
|
Charter hire commissions – Castor Ships (a)
|
| |
$
|
| |
$
|
|
| |
|
| |
|
Included in General and administrative expenses
|
| |
|
| |
|
Administration fees – Castor Ships (a)
|
| |
$
|
| |
$
|
|
| |
|
| |
|
Included in Gain on sale of vessel
|
| |
|
| |
|
Sale & purchase commission – Castor Ships (a)
|
| |
$
|
| |
$
|
3.
|
Transactions with Related Parties:(continued)
|
|
| |
December 31,
2021
|
| |
December 31,
2022
|
Assets:
|
| |
|
| |
|
Due from Pavimar (b) – current
|
| |
$
|
| |
$
|
Due from Pavimar (b) – non-current
|
| |
|
| |
|
Due from Castor Ships (a) – current
|
| |
|
| |
|
Due from Castor Ships (a) – non-current
|
| |
|
| |
|
Liabilities:
|
| |
|
| |
|
Due to Pavimar (b) – current
|
| |
$
|
| |
$
|
Voyage commissions, management fees and other expenses due to Castor Ships (a)
|
| |
|
| |
|
3.
|
Transactions with Related Parties:(continued)
|
(b)
|
Pavimar:
|
3.
|
Transactions with Related Parties:(continued)
|
(c)
|
Pool Agreement
|
4.
|
Deferred Charges, net:
|
|
| |
Dry-docking costs
|
Balance January 13, 2021
|
| |
$
|
Additions
|
| |
|
Amortization
|
| |
(
|
Balance December 31, 2021
|
| |
$
|
Additions
|
| |
|
Amortization
|
| |
(
|
Balance December 31, 2022
|
| |
$
|
5.
|
Vessels, net:
|
(a)
|
Vessels, net:
|
|
| |
Vessel Cost
|
| |
Accumulated
depreciation
|
| |
Net Book
Value
|
Balance January 13, 2021
|
| |
$
|
| |
$
|
| |
$
|
Acquisitions, improvements, and other vessel costs
|
| |
|
| |
—
|
| |
|
Period depreciation
|
| |
—
|
| |
(
|
| |
(
|
Balance December 31, 2021
|
| |
|
| |
(
|
| |
|
Acquisitions, improvements, and other vessel costs
|
| |
|
| |
—
|
| |
|
Vessel disposal
|
| |
(
|
| |
|
| |
(
|
Period depreciation
|
| |
—
|
| |
(
|
| |
(
|
Balance December 31, 2022
|
| |
$
|
| |
$(
|
| |
$
|
(b)
|
Vessel Acquisitions and other Capital Expenditures:
|
(c)
|
Vessels Disposal:
|
6.
|
Long-Term Debt:
|
Loan facilities
|
| |
Borrowers
|
| |
As of December 31,
2021
|
| |
As of December 31,
2022
|
$18.0 Million Term Loan Facility
|
| |
|
| |
|
| |
|
Total long-term debt
|
| |
|
| |
$
|
| |
$
|
Less: Deferred financing costs
|
| |
|
| |
(
|
| |
(
|
Total long-term debt, net of deferred finance costs
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
Presented:
|
| |
|
| |
|
| |
|
Current portion of long-term debt
|
| |
|
| |
$
|
| |
$
|
Less: Current portion of deferred finance costs
|
| |
|
| |
(
|
| |
(
|
Current portion of long-term debt, net
of deferred finance costs
|
| |
|
| |
$
|
| |
$
|
|
| |
|
| |
|
| |
|
Non-Current portion of long-term debt
|
| |
|
| |
|
| |
|
Less: Non-Current portion of deferred finance costs
|
| |
|
| |
(
|
| |
(
|
Non-Current portion of long-term debt,
net of deferred finance costs
|
| |
|
| |
$
|
| |
$
|
6.
|
Long-Term Debt:(continued)
|
Twelve-month period ending December 31,
|
| |
Amount
|
2023
|
| |
$
|
2024
|
| |
|
2025
|
| |
|
Total long-term debt
|
| |
$
|
7.
|
Financial Instruments and Fair Value Disclosures:
|
•
|
Cash and cash equivalents, accounts receivable trade, net, amounts due from/to related
party/(ies) and accounts payable: 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
and cash equivalents are considered Level 1 items as they represent liquid assets with short term maturities. The carrying value approximates the fair market value for interest bearing cash classified as restricted cash, non-current and
is considered Level 1 item of the fair value hierarchy.
|
•
|
Long-term debt: The secured credit facility discussed in Note 6, has a recorded value
which is a reasonable estimate of its fair value due to its variable interest rate and is thus considered Level 2 item in accordance with the fair value hierarchy as LIBOR rates are observable at commonly quoted intervals for the full
terms of the loans.
|
8.
|
Commitments and Contingencies:
|
8.
|
Commitments and Contingencies:(continued)
|
(a)
|
Commitments under Contracts for BWTS Installation
|
9.
|
Vessel Revenues:
|
10.
|
Vessel Operating and Voyage Expenses:
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
Voyage expenses
|
| |
2021
|
| |
2022
|
Brokerage commissions
|
| |
|
| |
|
Brokerage commissions- related party
|
| |
|
| |
|
Port & other expenses
|
| |
|
| |
|
Bunkers consumption
|
| |
|
| |
|
Gain on bunkers
|
| |
(
|
| |
(
|
Total Voyage expenses
|
| |
$
|
| |
$
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
Vessel Operating Expenses
|
| |
2021
|
| |
2022
|
Crew & crew related costs
|
| |
|
| |
|
Repairs & maintenance, spares, stores, classification,
chemicals & gases, paints, victualling
|
| |
|
| |
|
Lubricants
|
| |
|
| |
|
Insurances
|
| |
|
| |
|
Tonnage taxes
|
| |
|
| |
|
Other
|
| |
|
| |
|
Total Vessel operating expenses
|
| |
$
|
| |
$
|
11.
|
Interest and Finance Costs:
|
|
| |
Period ended
December 31,
|
| |
Year ended
December 31,
|
|
| |
2021
|
| |
2022
|
Interest on long-term debt
|
| |
$
|
| |
$
|
Amortization of deferred finance charges
|
| |
|
| |
|
Other finance charges
|
| |
|
| |
|
Total
|
| |
$
|
| |
$
|
12.
|
Segment Information:
|
|
| |
Period Ended December 31, 2021
|
| |
Year Ended December 31, 2022
|
||||||||||||
|
| |
Aframax
tanker segment
|
| |
Handysize
tanker
segment
|
| |
Total
|
| |
Aframax
tanker segment
|
| |
Handysize
tanker
segment
|
| |
Total
|
- Time charter revenues
|
| |
$
|
| |
$
|
| |
$
|
| |
|
| |
$
|
| |
|
- Voyage charter revenues
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
- Pool revenues
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total vessel revenues
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Voyage expenses (including charges from related parties)
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
Vessel operating expenses
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
Management fees to related parties
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
Provision for doubtful accounts
|
| |
|
| |
|
| |
|
| |
(
|
| |
|
| |
(
|
Depreciation and amortization
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
Gain on sale of vessel
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Segments operating (loss)/income
|
| |
$
|
| |
$(
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Interest and finance costs
|
| |
|
| |
|
| |
(
|
| |
|
| |
|
| |
(
|
Interest income
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Foreign exchange gains/(losses)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(
|
Less: Unallocated corporate general and administrative
expenses
|
| |
|
| |
|
| |
(
|
| |
|
| |
|
| |
(
|
Net (loss)/income and comprehensive
(loss)/income, before taxes
|
| |
|
| |
|
| |
$(
|
| |
|
| |
|
| |
$
|
|
| |
As of December 31,
2021
|
| |
As of December 31,
2022
|
Aframax/LR2 tanker segment
|
| |
$
|
| |
$
|
Handysize tanker segment
|
| |
|
| |
|
Total combined assets
|
| |
$
|
| |
$
|
13.
|
Income Taxes:
|
14.
|
Subsequent Events:
|
ASSETS
|
| |
Note
|
| |
|
CURRENT ASSETS:
|
| |
|
| |
|
Total current assets
|
| |
|
| |
$
|
|
| |
|
| |
|
NON-CURRENT ASSETS:
|
| |
|
| |
|
Total non-current assets
|
| |
|
| |
|
Total assets
|
| |
|
| |
$
|
|
| |
|
| |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| |
|
| |
|
CURRENT LIABILITIES:
|
| |
|
| |
|
Cash overdraft
|
| |
4
|
| |
|
Total current liabilities
|
| |
|
| |
|
|
| |
|
| |
|
NON-CURRENT LIABILITIES:
|
| |
|
| |
|
Total non-current liabilities
|
| |
|
| |
|
|
| |
|
| |
|
Stockholders’ deficit:
|
| |
|
| |
|
Common shares, $
|
| |
|
| |
|
Additional paid in capital
|
| |
|
| |
|
Due from stockholder
|
| |
|
| |
(
|
Accumulated deficit
|
| |
|
| |
(
|
Total stockholder deficit
|
| |
|
| |
(
|
Total liabilities and stockholder deficit
|
| |
|
| |
$
|
|
| |
Note
|
| |
|
REVENUES:
|
| |
|
| |
$
|
|
| |
|
| |
|
EXPENSES:
|
| |
|
| |
|
Total expenses
|
| |
|
| |
|
|
| |
|
| |
|
Operating loss
|
| |
|
| |
|
|
| |
|
| |
|
OTHER (EXPENSES)/INCOME:
|
| |
|
| |
|
Interest and finance costs
|
| |
4
|
| |
(
|
Total other expenses, net
|
| |
|
| |
(
|
|
| |
|
| |
|
Net loss and comprehensive loss
|
| |
|
| |
$(
|
Loss per share, basic and diluted
|
| |
|
| |
$(
|
Weighted average number of shares outstanding, basic and diluted
|
| |
|
| |
|
|
| |
Number
of
common
stock
|
| |
Common
stock
par value
|
| |
Due from
Stockholder
|
| |
Deficit
|
| |
Total
Stockholder
Deficit
|
Balance, July 29, 2022 (inception date)
|
| |
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Issuance of common shares
|
| |
|
| |
$
|
| |
(
|
| |
|
| |
|
Net loss
|
| |
—
|
| |
|
| |
|
| |
(
|
| |
(
|
Balance, December 31, 2022
|
| |
|
| |
$
|
| |
$(
|
| |
$(
|
| |
$(
|
|
| |
Note
|
| |
|
Cash Flows used in Operating Activities:
|
| |
|
| |
|
Net loss
|
| |
|
| |
$(
|
Adjustments to reconcile net loss to net cash used in by
Operating activities:
|
| |
|
| |
|
|
| |
|
| |
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
Net Cash used in Operating Activities
|
| |
|
| |
(
|
|
| |
|
| |
|
Cash flow provided by Investing Activities:
|
| |
|
| |
|
Net cash provided by Investing Activities
|
| |
|
| |
|
|
| |
|
| |
|
Cash flows provided by Financing Activities:
|
| |
|
| |
|
Net cash provided by Financing Activities
|
| |
|
| |
|
|
| |
|
| |
|
Net decrease in cash, cash equivalents, and restricted cash
|
| |
|
| |
(
|
Cash, cash equivalents and restricted cash at the beginning of
the period
|
| |
|
| |
|
Cash, cash equivalents and restricted cash at the end of the
period
|
| |
|
| |
(
|
1.
|
Basis of Presentation and General information
|
Company
|
| |
Country of
incorporation
|
| |
Date of
incorporation
|
| |
Vessel Name
|
| |
Vessel
Type
|
| |
DWT
|
| |
Year
Built
|
| |
Delivery
date
to Vessel
owning
company
|
|||
1
|
| |
Rocket Shipping Co. (“Rocket”)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2
|
| |
Gamora Shipping Co. (“Gamora”)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
3
|
| |
Starlord Shipping Co. (“Starlord”)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
4
|
| |
Hawkeye Shipping Co. (“Hawkeye”)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
5
|
| |
Vision Shipping Co. (“Vision”)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
6
|
| |
Colossus Shipping Co. (“Colossus”)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
7
|
| |
Xavier Shipping Co. (“Xavier”)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
8
|
| |
Drax Shipping Co. (“Drax”)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Company
|
| |
Country of
incorporation
|
| |
Date of
incorporation
|
|||
1
|
| |
Elektra Shipping Co. (“Elektra”)(1)
|
| |
|
| |
|
(1)
|
Elektra Shipping Co., no longer owns any vessel following the sale of the M/T Wonder Arcturus on May 9, 2022, and delivery of
such vessel to an unaffiliated third-party on July 15, 2022.
|
1.
|
Basis of Presentation and General information(continued)
|
2.
|
Significant Accounting Policies and Recent Accounting Pronouncements:
|
3.
|
Financial Instruments and Fair Value Disclosures:
|
•
|
The carrying value reported of Cash overdraft is a reasonable estimate of its fair value due to short-term maturity and is
considered Level 1 item in fair value hierarchy.
|
4.
|
Interest and Finance Costs:
|
5.
|
Subsequent Events:
|
•
|
the contribution to the Company of the Castor’s
|
•
|
in exchange for:
|
○
|
|
○
|
|
○
|
the issuance of
|
5.
|
Subsequent Events:(continued)
|
Item 6.
|
Indemnification of Directors and Officers.
|
I.
|
Article VIII of the Bylaws of Toro Corp. (the “Registrant”) provides as follows:
|
1.
|
Any person who is or was a Director or officer of the Company, or is or was serving at the request of the Corporation as a
director or officer of another, partnership, joint venture, trust or other enterprise shall be entitled to be indemnified by the Company upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of
the BCA, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The Company shall have the power to pay in advance expenses a director or officer incurred while defending a civil or criminal proceeding, provided that the director or officer will repay the
amount if it shall ultimately be determined that he or she is not entitled to indemnification under this section. Any repeal or modification of this Article VIII shall not adversely affect any rights to indemnification and to the
advancement of expenses of a Director or officer of the Company existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
|
2.
|
The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or officer of
the Company or is or was serving at the request of the Company as a director or officer against any liability asserted against such person and incurred by such person in such capacity whether or not the Company would have the power to
indemnify such person against such liability by law or under the provisions of these Bylaws.
|
II.
|
Section 60 of the Associations Law of the Republic of the Marshall Islands provides as follows:
|
1.
|
Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact
that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not
opposed to the bests interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
|
2.
|
Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
|
3.
|
When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
|
4.
|
Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in
advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as authorized in this section.
|
5.
|
Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the
other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
|
6.
|
Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section
shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
|
7.
|
Insurance. A corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director
or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this section.
|
Item 7.
|
Recent Sales of Unregistered Securities.
|
Item 8.
|
Exhibits and Financial Statement Schedules.
|
(a)
|
The following exhibits are included in this registration statement on Form F-1:
|
Exhibit
No.
|
| |
Description
|
| |
Form of Placement Agency Agreement
|
|
| |
Form of Securities Purchase Agreement
|
|
| |
Amended & Restated Articles of Incorporation of Toro (incorporated by
reference to Exhibit 1.1 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
|
|
| |
Amended & Restated Bylaws of Toro (incorporated by reference to Exhibit
1.2 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
|
|
| |
Statement of Designation of the Rights, Preferences and Privileges of the
1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Toro (incorporated by reference to Exhibit 1.3 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
|
Exhibit
No.
|
| |
Description
|
| |
Statement of Designation of the Rights, Preferences and Privileges of the
Series B Preferred Shares of Toro (incorporated by reference to Exhibit 1.4 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
|
|
| |
Statement of Designation of the Rights, Preferences and Privileges of the
Series C Participating Preferred Shares of Toro (incorporated by reference to Exhibit 1.5 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
|
|
| |
Shareholder Protection Rights Agreement by and between Toro and Broadridge
Corporate Issuer Solutions, Inc., as rights agent (incorporated by reference to Exhibit 4.1 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
|
|
| |
Form of Class A Warrant
|
|
| |
Form of Warrant Agency Agreement
|
|
| |
Opinion of Seward & Kissel LLP, Marshall Islands counsel to the Company
|
|
| |
Opinion of Sullivan & Cromwell LLP, United States counsel to the Company
|
|
| |
Opinion of Sullivan & Cromwell LLP as to certain U.S. tax matters
|
|
| |
Contribution and Spin Off Distribution Agreement between Toro and Castor
Maritime Inc. (incorporated by reference to Exhibit 4.2 to Toro’s annual report on Form 20-F filed with the SEC on March 8, 2023)
|
|
| |
Master Management Agreement by and among Toro, its shipowning subsidiaries and
Castor Ships S.A.
|
|
| |
$18.0 Million Secured Term Loan Facility, dated April 27, 2021, by and among
Alpha Bank S.A., as lender, Gamora Shipping Co. and Rocket Shipping Co., as borrowers (incorporated by reference to Exhibit 4.4 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
|
|
| |
Corporate Guarantee in respect of the $18.0 Million Secured Term Loan
Facility, between Toro, as Guarantor, and Alpha Bank S.A., as Lender (incorporated by reference to Exhibit 4.5 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
|
|
| |
Form of Pooling Agreement with V8 Pool Inc. (incorporated by reference to
Exhibit 4.6 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
|
|
| |
First Supplemental Agreement relating to the $18.0 Million Secured Term Loan
Facility, by and among Alpha Bank S.A., as lender, Gamora Shipping Co. and Rocket Shipping Co., as borrowers and Toro and Castor Maritime Inc. as Corporate Guarantors (incorporated by reference to Exhibit 4.7 to Toro’s registration
statement on Form 20-F filed with the SEC on February 2, 2023)
|
|
| |
List of Subsidiaries (incorporated by reference to Exhibit 8.1 to Toro’s
annual report on Form 20-F filed with the SEC on March 8, 2023)
|
|
| |
Consent of Independent Registered Public Accounting Firm (Deloitte Certified
Public Accountants S.A.) relating to the combined carve-out financial statements of Toro Corp. Predecessor
|
|
| |
Consent of Independent Registered Public Accounting Firm (Deloitte Certified
Public Accountants S.A.) relating to the consolidated financial statements of Toro Corp.
|
|
| |
Consent of Seward & Kissel LLP (included in Exhibit 5.1)
|
|
23.4
|
| | |
101
|
| |
XBRL Document
|
| |
Filing Fee Table
|
Item 9.
|
Undertakings.
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement.
|
(2)
|
That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
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(4)
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To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of
Form 20-F” at the start of any delayed offering or throughout a continuous offering.
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(5)
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That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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(6)
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That, for the purpose of determining any liability under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to
Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to
by the undersigned Registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned Registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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(7)
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That, for purposes of determining any liability under the Securities Act, (i) the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective and (ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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TORO CORP.
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By:
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/s/ Petros Panagiotidis
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Name: Petros Panagiotidis
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Title: Chairman and Chief Executive Officer
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Signature
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Title
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/s/ Petros Pangiotidis
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Petros Panagiotidis
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Chairman, Chief Executive Officer and Director
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/s/ Ioannis Lazaridis
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Ioannis E. Lazaridis
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Chief Financial Officer
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/s/ Angelos Rounick Platanias
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Angelos Rounick Platanias
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Director
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/s/ Petros Zavakopoulos
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Petros Zavakopoulos
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Director
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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