Amendment: SEC Form SC TO-I/A filed by Toro Corp.

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”), originally filed with the United States Securities and Exchange Commission (the “SEC”) by Toro Corp., a Marshall Islands corporation (“Toro” or the “Company”), on July 10, 2025, relating to the offer by the Company to purchase up to 4,500,000 of its common shares (the “Shares”) of its common stock, par value of $0.001 per share, including the associated preferred share purchase rights issued pursuant to the Shareholder Protection Rights Agreement, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent, at a price of $2.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 10, 2025 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), which together constitute the “Offer.” This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

The Schedule TO is hereby amended and supplemented as follows:

Not Applicable.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.