Toro plans $45M LPG spin-off AI OKTO listing
Toro Corp. (TORO) plans to spin off its LPG carrier business into a new, independent company, AI OKTO CORP., which is expected to list on the Nasdaq Capital Market.
Rhea-AI Filing Summary
Toro Corp. (TORO) plans to spin off its LPG carrier business into a new, independent company, AI OKTO CORP., which is expected to list on the Nasdaq Capital Market. AI OKTO’s initial assets will consist of two LPG carriers (LPG Dream Arrax and LPG Dream Vermax) and $45 million in cash contributed by Toro.
Toro describes AI OKTO as a pure-play LPG company whose strategy includes building an AI‑enabled operating model through partnerships with technology and data providers. Toro shareholders are expected to receive AI OKTO shares in the distribution without paying consideration or exchanging Toro shares; fractional AI OKTO shares will be aggregated and sold, with net cash proceeds distributed pro rata to affected holders.
Petros Panagiotidis, Toro’s Chairman and CEO, will also serve as Chairman and CEO of AI OKTO. The spin-off is subject to the effectiveness of AI OKTO’s Form 20‑F registration statement and approval of its Nasdaq listing, and Toro states there can be no assurance regarding whether the spin-off will occur, or its timing or final terms.
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Key Figures
Cash contributed to AI OKTO: $45,000,000
AI OKTO initial LPG carriers: 2 vessels
Toro Corp. current fleet: 4 vessels
+1 more
4 metrics
Cash contributed to AI OKTO
$45,000,000
Initial cash contribution from Toro Corp. to AI OKTO at spin-off
AI OKTO initial LPG carriers
2 vessels
LPG Dream Arrax and LPG Dream Vermax transferred to AI OKTO
Toro Corp. current fleet
4 vessels
Two LPG carriers and two MR tanker vessels operated worldwide
Registration form for AI OKTO
Form 20-F
Filed with the SEC for AI OKTO in connection with the spin-off
Key Terms
spin-off, pure-play LPG company, Nasdaq Capital Market, registration statement on Form 20-F, +2 more
6 terms
spin-off financial
"announces that it intends to effect a spin-off of its LPG carrier business"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
pure-play LPG company financial
"the creation of a pure-play LPG company, with part of its core strategy"
Nasdaq Capital Market market
"become an independent publicly-traded company listed on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
registration statement on Form 20-F regulatory
"AI OKTO has filed a registration statement on Form 20-F"
A registration statement on Form 20-F is a detailed disclosure document that companies based outside the United States file with U.S. regulators when they offer or list securities in U.S. markets. It collects key information — financial results, business description, management background, risks and legal matters — so investors can assess the company’s health and prospects; think of it as a passport plus instruction manual that helps buyers judge the safety and value of an investment.
forward-looking statements regulatory
"Matters discussed in this press release may constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
safe harbor provisions regulatory
"covered by the safe harbor provisions for forward-looking statements"
Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.
FAQ
What transaction did TORO announce in this 6-K filing?
Toro Corp. announced that it intends to spin off its LPG carrier business into a separate company, AI OKTO CORP., which is planned to become an independent, publicly traded company listed on the Nasdaq Capital Market, subject to regulatory effectiveness and listing approval.
What assets will AI OKTO CORP. receive from Toro Corp. (TORO)?
AI OKTO’s initial assets will include two LPG carriers, the LPG Dream Arrax and LPG Dream Vermax, plus $45 million in cash contributed by Toro Corp. These will form the core asset base of the new pure-play LPG company at the time of the intended spin-off.
What is AI OKTO CORP.’s strategic focus after the spin-off from TORO?
Toro describes AI OKTO as a pure-play LPG company aiming to establish an AI-enabled operating model. This involves partnering with vendors, data-infrastructure providers, and maritime-technology firms to identify, evaluate, and implement AI-driven solutions across its fleet.
What conditions must be met before the TORO spin-off of AI OKTO occurs?
The spin-off remains subject to the Form 20-F registration statement for AI OKTO being declared effective by the SEC and approval of the listing of AI OKTO’s common shares on the Nasdaq Capital Market. Toro states there is no assurance the spin-off will occur or on its timing.
Who will lead AI OKTO CORP. after its separation from Toro Corp. (TORO)?
Toro states that Petros Panagiotidis, its current Chairman and Chief Executive Officer, will be appointed as Chairman and Chief Executive Officer of AI OKTO CORP. following the planned spin-off, giving leadership continuity across both companies.
What does Toro Corp. (TORO) say about the certainty of the AI OKTO spin-off?
Toro notes that the spin-off of AI OKTO is planned but not assured. It states there can be no assurance that the spin-off will occur or, if it does, regarding its terms or timing, and that the information in the registration statement and press release remains subject to change.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-41561
TORO CORP.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F ☒
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Form 40-F ☐
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release issued by Toro Corp. (the “Company”) on September 9, 2026, regarding the proposed spin-off of its wholly-owned
subsidiary AI OKTO CORP. and distribution of AI OKTO CORP.’s common shares.
The information contained in this report on Form 6-K and Exhibit 99.1 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-275477 and 333-275478) and
Form S-8 (File No. 333-274652 and 333-290645).
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of Toro Corp., dated as of September 9, 2026
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: September 9, 2026
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TORO CORP.
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By:
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/s/ Petros Panagiotidis
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Name:
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Petros Panagiotidis
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Title:
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Chairman and Chief Executive Officer
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Exhibit 99.1
Toro Corp. Announces Proposed Spin-Off of its LPG Carrier Business
Limassol, Cyprus, September 9, 2026 – Toro Corp. (NASDAQ: TORO) (“Toro,” or the “Company”) a global energy transportation services provider, announces that it
intends to effect a spin-off of its LPG carrier business.
AI OKTO CORP. (“AI OKTO”), currently a subsidiary of Toro, would become an independent publicly-traded company listed on the Nasdaq Capital Market as a result of the planned spin-off (the
“Spin-Off”). The initial assets of AI OKTO will include two LPG carriers, the LPG Dream Arrax and LPG Dream Vermax, and $45 million in cash contributed by Toro.
Toro believes that the creation of a pure-play LPG company, with part of its core strategy being to establish an artificial intelligence (“AI”)-enabled operating model through partnerships with
vendors, data-infrastructure providers, and maritime-technology firms to identify, evaluate, and implement AI-driven solutions across its fleet, will provide significant benefits to both Toro and AI OKTO and their shareholders.
Toro shareholders do not need to take any action to receive AI OKTO shares to which they are entitled, and do not need to pay any consideration or surrender or exchange Toro common shares.
Fractional AI OKTO common shares will not be distributed to Toro shareholders. Instead, the distribution agent will aggregate fractional AI OKTO common shares into whole shares, sell such whole AI OKTO shares in the open market at prevailing
rates promptly after AI OKTO’s common shares commence trading on the Nasdaq Capital Market, and distribute the net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional common shares in
the distribution.
Toro’s Chairman and Chief Executive Officer, Petros Panagiotidis, will be appointed as Chairman and Chief Executive Officer of AI OKTO. The transactions effected in connection with the Spin-Off
will be approved by Toro’s Board of Directors on the recommendation of a disinterested and independent special committee.
AI OKTO has filed a registration statement on Form 20-F (the “Registration Statement”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the U.S. Securities
and Exchange Commission (the “Commission”), which includes a more detailed description of the terms of the proposed Spin-Off. The Spin-Off remains subject to the Registration Statement being declared effective and the approval of the listing of
AI OKTO’s common shares on the Nasdaq Capital Market. There can be no assurance that the Spin-Off will occur or, if it does occur, of its terms or timing. A copy of the Registration Statement is available at www.sec.gov. The information in the
filed Registration Statement and in this press release is not final and remains subject to change.
About Toro Corp.
Toro Corp. is a global energy transportation services provider, operating a modern fleet of oceangoing vessels. The Company’s fleet comprises two LPG carriers and two MR tanker vessels
transporting petrochemical gases and refined petroleum products worldwide.
Toro is incorporated under the laws of the Republic of the Marshall Islands. The Company’s common shares trade on the Nasdaq Capital Market under the symbol “TORO.”
For more information, please visit the Company’s website at www.torocorp.com. Information on our website does not constitute a part of this press release.
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release 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 of 1933, as amended and Section 21E of the Exchange Act. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than statements of historical facts, and include statements relating to the expected benefit of the intended Spin-Off transaction, the expectation and timing of the completion of the
Spin-Off transaction and the transaction terms. 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. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. 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 the effects of the proposed Spin-Off, our business strategy, expected capital spending and other plans and objectives for
future operations, as well as those factors discussed under “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025 and/or our other filings with the Commission which can be obtained free of charge on the
Commission’s website at http://www.sec.gov. Except to the extent required by applicable law, we disclaim any intention or obligation to update publicly or revise any forward‐looking statements, whether as a result of new information, future
events or otherwise.
CONTACT DETAILS
For further information please contact:
Investor Relations
Toro Corp.
Email: ir@torocorp.com