As filed with the Securities and Exchange Commission on September 22, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Toro Corp.

(Exact Name of Registrant as Specified in its Charter)

Republic of the Marshall Islands	Not applicable
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

223 Christodoulou Chatzipavlou Street

Hawaii Royal Gardens

3036 Limassol, Cyprus

Tel: +357 25 357 768

(Address of Principal Executive Offices)

Toro Corp. 2023 Equity Incentive Plan

(Full Title of the Plan)

Puglisi & Associates

850 Library Avenue

Newark, Delaware 19711

Tel: +1 302 738 6680

(Name and Address of Agent for Service)

(Telephone Number, Including Area Code, of Agent for Service)

Nikolaos G. Andronikos

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN, England

Tel. No.: +44 20 7959 8900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Emerging growth company ☒
Non-accelerated filer	☐	Smaller reporting company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Toro Corp. (“Toro” or the “Registrant”) for the purpose of registering 2,000,000 common shares, par value $0.001, of the Registrant that may be issued under the Registrant’s 2023 Equity Incentive Plan (the “Plan”). This Registration Statement also includes a prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction C of Form S-8 and in accordance with the requirements of Part I of Form F-3. This Reoffer Prospectus may be used for reofferings and resales of Common Shares on a continuous or delayed basis that may be deemed to be “control securities” under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder that are issuable to the selling securityholders identified in the Reoffer Prospectus (the “Selling Securityholders”). The inclusion of such shares herein does not necessarily represent a present intention to sell any or all such Common Shares.

PART I

INFORMATION REQUIRED IN THE SECTION

10(A) PROSPECTUS

All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b) under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Requests for such documents should be directed to Toro Corp., 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, telephone number +357 25 357 768.

REOFFER PROSPECTUS

 

Toro Corp.

2,000,000 Common Shares

This prospectus relates to the offer and sale from time to time by certain selling securityholders (the “Selling Securityholders”) pursuant to their participation in the Toro Corp. 2023 Equity Incentive Plan (the “Plan”), or their permitted transferees, of up to 2,000,000 common shares, par value $0.001 (the “Common Shares”), of Toro Corp., a corporation incorporated under the laws of the Republic of the Marshall Islands (unless otherwise indicated or the context otherwise requires, the “Company,” “Toro,” “we,” “our” or “us”). We are not offering any Common Shares and will not receive any proceeds from the sale of Common Shares by the Selling Securityholders pursuant to this prospectus.

This prospectus will be supplemented, as necessary, to update the names of the Selling Securityholders and the number of Common Shares to be reoffered by each of the Selling Securityholders, when we become aware of that information. This prospectus may only be used if a supplement is attached which sets forth the names of the Selling Securityholders and the number of Common Shares to be reoffered by each of the Selling Securityholders and any special terms on which they propose to sell such Common Shares.

Upon vesting of the shares offered hereby pursuant to the terms of the award agreements, the Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Common Shares covered by this prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. If underwriters or dealers are used to sell the shares, we will name them and describe their compensation in a prospectus supplement. The Common Shares may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. We do not know when or in what amount the Selling Securityholders may offer the shares for sale. The Selling Securityholders may sell any, all or none of the shares offered by this prospectus. We may pay certain expenses in connection with sales by Selling Securityholders. See “Plan of Distribution” beginning on page 3 for more information about how the Selling Securityholders may sell or dispose of the Common Shares covered by this prospectus.

The Common Shares that will be issued pursuant to awards granted to the Selling Securityholders will be “control securities” under the Securities Act of 1933, as amended (the “Securities Act”) before their sale under this prospectus. This prospectus has been prepared for the purposes of registering the shares under the Securities Act to allow for future sales by Selling Securityholders on a continuous or delayed basis to the public without restriction.

You should read this prospectus and the accompanying prospectus supplement carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

Our Common Shares listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “TORO”.

Investing in these securities involves certain risks. See “Risk Factors” beginning on page 3.

Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated September 22, 2023

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	3
DETERMINATION OF OFFERING PRICE	4
USE OF PROCEEDS	5
CAPITALIZATION AND INDEBTEDNESS	6
SELLING SECURITYHOLDERS	7
PLAN OF DISTRIBUTION	8
VAILIDITY OF SECURITIES	9
EXPERTS	9
WHERE YOU CAN FIND MORE INFORMATION	9

Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or any accompanying prospectus supplement that we have prepared. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any applicable prospectus supplement. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the dates stated in those documents, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

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FORWARD-LOOKING STATEMENTS

Matters discussed in this prospectus and the documents incorporated by reference into this prospectus may constitute forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance (including the expected deliveries of vessels to or from us), and underlying assumptions and other statements, which are other than statements of historical facts. We are including this cautionary statement in connection with this safe harbor legislation. The words “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “plan”, “potential”, “will”, “may”, “should”, “expect”, “pending” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these forward-looking statements, including these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward‐looking statements include our ability to realize the expected benefits of vessel acquisitions and the effect of any change in our fleet’s size, the effects of our spin-off by Castor Maritime, completed on March 7, 2023, our business strategy, shipping markets conditions and trends, our relationships with our current and future service providers and customers, our ability to borrow under existing or future debt agreements or to refinance our debt on favorable terms and our ability to comply with the covenants contained therein, our continued ability to enter into time charters, voyage charters or 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, our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels, instances of off-hire, future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards, volatility in our share price, potential conflicts of interest involving members of our board of directors, senior management and certain of our service providers that are related parties, general domestic and international political conditions or events (including “trade wars”, global public health threats and major outbreaks of disease), changes in seaborne and other transportation, changes in governmental rules and regulations or actions taken by regulatory authorities, 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 factors described in our filings with the SEC.

The information set forth in this prospectus or the documents incorporated by reference into this prospectus speaks only as of the dates stated in these documents, and we disclaim any intention or obligation to update any forward‐looking statements as a result of developments occurring after the date of this communication, except to the extent required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Please see our filings with the SEC for a more complete discussion of these foregoing and other risks and uncertainties. These factors and the other risk factors described in this prospectus and the documents incorporated by reference into this prospectus are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

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PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus, is not complete and does not contain all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus. This summary is qualified in its entirety by the more detailed information included in this prospectus, including the documents incorporated by reference herein. Potential investors should read the entire prospectus carefully, including the risks discussed in “Risk Factors.”

The Company

We are a growth-oriented shipping company that acquires, owns, charters and operates oceangoing tanker vessels and provides worldwide energy seaborne transportation services. As of the date of this prospectus, we maintain a fleet of eight vessels, with an aggregate capacity of 0.3 million dwt, consisting of one Aframax, one Aframax/LR2, two Handysize tankers and four 5,000 cbm LPG carriers.

You can find a more detailed description of Toro’s business in its Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) and other documents incorporated by reference into this prospectus.

About this Offering

This prospectus relates to the public offering, which is not being underwritten, by the Selling Securityholders, of up to 2,000,000 of our Common Shares, issuable to each Selling Securityholder pursuant to awards granted by the Company to the Selling Securityholder under the Plan. Upon vesting of the shares offered hereby pursuant to the terms of the award agreements, the Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Common Shares covered by this prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will receive none of the proceeds from the sale of the shares by the Selling Securityholders and may pay certain expenses in connection with sales by Selling Securityholders.

Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors”. See “Risk Factors” and the other information included in this prospectus and the documents incorporated by reference into this prospectus for a discussion of the factors you should consider carefully before deciding to invest in our securities.

Corporate Information

 Toro Corp. is incorporated in the Marshall Islands and has its principal executive offices at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, Tel: +357 25 357 768. Our website is www.torocorp.com.  Information contained on our website or connected thereto is provided for textual reference only and does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.

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RISK FACTORS

Investing in our Common Shares involves a high degree of risk. Before you make an investment decision regarding our Common Shares, you should consider carefully the risks described in “Risk Factors” in the 2022 Annual Report, which is incorporated by reference in this prospectus, or similar sections in filings incorporated by reference in this prospectus. The occurrence of any of the events described therein or herein could significantly and negatively affect our business, financial condition, operating results, cash available for dividends, as and if declared, or the trading price or liquidity of our Common Shares and you could lose some or all of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

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DETERMINATION OF OFFERING PRICE

The Selling Securityholders will determine at what price they may sell the offered Common Shares, and such sales may be made at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information.

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USE OF PROCEEDS

The Common Shares offered hereby are being registered for the account of the Selling Securityholders. Unless set forth in an accompanying prospectus supplement, all proceeds from the sales of the Common Shares will go to the Selling Securityholders and we will not receive any proceeds from the resale of the Common Shares by the Selling Securityholders. We may pay certain expenses in connection with sales by Selling Securityholders.

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our capitalization as of June 30, 2023.

(All figures in U.S. dollars)	Actual
Debt:
Long-term debt (including current portion) — Secured(1)(2)		5,864,549
Total debt		5,864,549
Mezzanine equity:
Series A Preferred Shares(3)		118,103,169
Total mezzanine equity		118,103,169
Parent company equity/ Shareholders Equity :
Net parent investment		—
Series B Preferred Shares		40
Common shares		17,961
Additional paid-in capital		56,795,721
Retained earnings		58,619,478
Total parent company equity/ Shareholders Equity		115,433,200
Total Capitalization		239,400,918

(1) Since June 30, 2023, there has been no material change in the Company’s capitalization and indebtedness.

(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” filed as Exhibit 99.2 to our Form 6-K filed on August 9, 2023 and our 2022 Annual Report, which are incorporated by reference herein.

 (3) For additional details, please refer to Note 8 of “Unaudited Consolidated Interim Financial Statements for the Six Months Ended June 30, 2023” filed as Exhibit 99.1 to our Form 6-K filed on August 9, 2023.

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SELLING SECURITYHOLDERS

This prospectus is to be used in connection with any reoffer and resales of our Common Shares acquired under the Plan, by persons who may be considered our “affiliates” within the meaning of the Securities Act.

At the date of this prospectus, we do not know the names of persons who intend to resell our Common Shares distributed under the Plan. The Selling Securityholders will be our affiliates, including our directors, who may acquire our Common Shares under the Plan. We will supplement this prospectus to identify the Selling Securityholders and the number of Common Shares to be reoffered and resold by them as that information becomes known to the extent such Selling Securityholder will rely on this Registration Statement, of which this prospectus is a part, to reoffer and resell our Common Shares they acquire pursuant to the Plan.

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PLAN OF DISTRIBUTION

The Common Shares covered by this prospectus are being registered by the Company for the account of the Selling Securityholders. The Common Shares offered may be sold from time to time directly by or on behalf of each Selling Securityholder in one or more transactions on Nasdaq or any other stock exchange on which the Common Shares may be listed at the time of sale, in privately negotiated transactions, or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be changed) or at negotiated prices. The Selling Securityholders may sell shares through one or more agents, brokers or dealers or directly to purchasers. Such brokers or dealers may receive compensation in the form of commissions, discounts or concessions from the Selling Securityholders and/or purchasers of the shares or both. Such compensation as to a particular broker or dealer may be in excess of customary commissions.

In connection with their sales, a Selling Securityholder and any participating broker or dealer may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and commissions under the Securities Act. We are bearing all costs relating to the registration of the Common Shares. Any commissions or other fees payable to brokers or dealers in connection with any sale of the shares will be borne by the Selling Securityholders or other party selling such shares. Sales of the shares must be made by the Selling Securityholders in compliance with all applicable state and federal securities laws and regulations, including the Securities Act. In addition to any shares sold hereunder, Selling Securityholders may sell Common Shares in compliance with Rule 144. There is no assurance that the Selling Securityholders will sell all or a portion of the Common Shares offered hereby. The Selling Securityholders may agree to indemnify any broker, dealer or agent that participates in transactions involving sales of the shares against certain liabilities in connection with the offering of the shares arising under the Securities Act. We have notified the Selling Securityholders of the need to deliver a copy of this prospectus in connection with any sale of the shares.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our Common Shares and activities of the Selling Securityholders, which may limit the timing of purchases and sales of any of the Common Shares by the Selling Securityholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in passive market-making activities with respect to the Common Shares. Passive market making involves transactions in which a market maker acts as both our underwriter and as a purchaser of our Common Shares in the secondary market. All of the foregoing may affect the marketability of the Common Shares and the ability of any person or entity to engage in market-making activities with respect to the Common Shares.

Once sold under the registration statement of which this prospectus forms a part, the Common Shares will be freely tradable in the hands of persons other than our affiliates.

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VAILIDITY OF SECURITIES

Seward & Kissel LLP has passed upon the validity of the Common Shares offered by this prospectus.

EXPERTS

The combined carve-out financial statements of Toro Corp. Predecessor as of December 31, 2021 and 2022 and for the period from January 13, 2021 to December 31, 2021 and for the year ended December 31, 2022 incorporated by reference in this Prospectus by reference to Toro Corp.’s annual report on Form 20-F for the fiscal year ended December 31, 2022 have been audited by Deloitte Certified Public Accountants, S.A., an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Toro Corp. as of December 31, 2022 and for the period July 29, 2022 to December 31, 2022 incorporated by reference in this Prospectus by reference to Toro Corp.’s annual report on Form 20-F for the fiscal year ended December 31, 2022  have been audited by Deloitte Certified Public Accountants, S.A., an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The office of Deloitte Certified Public Accountants, S.A. is located at Fragoklissias 3a & Granikou Street, Maroussi, Athens 151 25, Greece.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements we file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. Our filings are also available on our website at www.torocorp.com. This web address is provided as an inactive textual reference only. Information contained on, or that can be accessed through, these websites, does not constitute part of, and is not incorporated into, this prospectus.

We have filed with the SEC a registration statement on Form S-8 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of Toro, please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement through the SEC’s website.

The SEC allows us to incorporate by reference in this prospectus information contained in documents that we file with them. This means that we can disclose important information to you by referring to these documents. The information that we incorporate by reference is an important part of this prospectus. We incorporate by reference in this prospectus the following documents filed (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC) by us with the SEC:

• The 2022 Annual Report (File No. 001-41561), filed on March 8, 2023;

• The description of the Common Shares contained in Exhibit 2.2 to the 2022 Annual Report, including any amendment or report filed for the purpose of updating such description;

• The reports on Form 6-K filed on April 17, 2023, April 27, 2023, May 4, 2023, May 19, 2023, May 23, 2023 (only the filing with film number 23946737), May 30, 2023, June 15, 2023, June 27, 2023, August 8, 2023, August 9, 2023 (only the filling with film number 231153393) and September 20, 2023; and

• All reports and other documents subsequently filed (but not furnished) by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement of which this prospectus forms a part which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from their respective dates of filing.

Any statement contained in a document incorporated by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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You may request a copy of the filings referred to above, excluding the exhibits to such filings, at no cost, by writing or telephoning us at the following address:

Toro Corp.

223 Christodoulou Chatzipavlou Street

Hawaii Royal Gardens

3036 Limassol, Cyprus

Tel: + 357 25 357 768

You should rely only on the information that we incorporate by reference or provide in this prospectus or any prospectus supplement. Neither we nor any Selling Securityholder has authorized anyone to provide you with different information. Neither we nor any Selling Securityholder is making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date stated in those documents.

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2,000,000 Common Shares

PROSPECTUS

September 22, 2023

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant incorporates herein by reference the following documents filed (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with Commission rules) by the Registrant with the Commission:

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (File No. 001-41561), filed with the Commission on March 8, 2023 (the “2022 Annual Report”);

(b) The description of the Common Shares contained in Exhibit 2.2 to the 2022 Annual Report, including any amendment or report filed for the purpose of updating such description;

(c) The reports on Form 6-K filed on April 17, 2023, April 27, 2023, May 4, 2023, May 19, 2023, May 23, 2023 (only the filing with film number 23946737), May 30, 2023, June 15, 2023, June 27, 2023, August 8, 2023, August 9, 2023 (only the filling with film number 231153393) and September 20, 2023; and

(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.

Any statement contained in a document incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document incorporated by reference into this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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.

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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.

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Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following Exhibits are filed herewith unless otherwise indicated.

Exhibit No.	Description
4.1	Amended & Restated Articles of Incorporation of Toro Corp. (incorporated by reference to Exhibit 1.1 to Toro Corp.’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
4.2	Amended & Restated Bylaws of Toro Corp. (incorporated by reference to Exhibit 1.2 to Toro Corp.’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
4.3	Statement of Designation of the Rights, Preferences and Privileges of the 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Toro Corp. (incorporated by reference to Exhibit 1.3 to Toro Corp.’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
4.4	Statement of Designation of the Rights, Preferences and Privileges of the Series B Preferred Shares of Toro Corp. (incorporated by reference to Exhibit 1.4 to Toro Corp.’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
4.5	Statement of Designation of the Rights, Preferences and Privileges of the Series C Participating Preferred Shares of Toro Corp. (incorporated by reference to Exhibit 1.5 to Toro Corp.’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
4.6	Shareholder Protection Rights Agreement by and between Toro Corp. and Broadridge Corporate Issuer Solutions, Inc., as rights agent (incorporated by reference to Exhibit 4.1 to Toro Corp.’s registration statement on Form 20-F filed with the SEC on February 2, 2023)
4.7	Toro Corp. 2023 Equity Incentive Plan
5.1	Opinion of Seward & Kissel LLP, Marshall Islands counsel to the Company
23.1	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
23.2	Consent of Independent Registered Public Accounting Firm (Deloitte Certified Public Accountants S.A.) relating to the to the consolidated financial statements of Toro Corp.
23.3	Consent of Seward & Kissel LLP (included in Exhibit 5.1)
107.1	Filing Fee Table

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(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; and

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement 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.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

D. That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, 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:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) 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;

(iii) 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

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Limassol, Cyprus on this 22 day of September 2023.

Toro Corp.
By:	/s/ Petros Panagiotidis
Name:	Petros Panagiotidis
Title:	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below severally constitutes and appoints Petros Panagiotidis their true and lawful attorney-in-fact and agents, with full power of substitution and re-substitution, for them and in their name, place and stead, in any and all capacities to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act, and any rules, regulations and requirements of the SEC in connection with the registration under the Securities Act of the securities and any blue sky laws or other securities laws of any of the states of the United States of America in order to effect the registration or qualification (or exemption therefrom) of the said securities for issue, offer, sale or trade under the blue sky laws or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign their name in their capacity as an attorney-in-fact or in any other capacity with respect to this Registration Statement and any registration statement in respect of the securities that is to be effective upon filing pursuant to Rule 462(b) and/or such other form or forms as may be appropriate to be filed with the SEC or under or in connection with any blue sky laws or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the securities, and with respect to any and all amendments, including post-effective amendments, to this Registration Statement and to any and all instruments and documents filed as part of or in connection with this Registration Statement.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on September 22, 2023:

Signature	Title
/s/ Petros Panagiotidis
Petros Panagiotidis	(Chairman, Chief Executive Officer and Director)
/s/ Ioannis E. Lazaridis
Ioannis E. Lazaridis	(Chief Financial Officer)
/s/ Angelos Rounick Platanias
Angelos Rounick Platanias	(Director)
/s/ Petros Zavakopoulos
Petros Zavakopoulos	(Director)

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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the city of Newark, State of Delaware, on September 22, 2023.

PUGLISI & ASSOCIATES
By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title:	Managing Director

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