Spin-off - Pani Corp.

Form Type: SCHEDULE 13D

Filing Date: 2025-04-17

Corporate Action: Spin-off

Type: New

Accession Number: 000091957425002515

Filing Summary: On April 14, 2025, Pani Corp. received 1,296,405 common shares as part of a Spin-Off Transaction from Toro Corp. The transaction involved a pro rata distribution where shareholders of Toro received one share for every eight shares they owned as of April 7, 2025. This allocation represents approximately 54.3% of the total shares outstanding for Robin Energy Ltd., which totals 2,386,732 shares. In addition to the common shares, Pelagos Holdings Corp., also controlled by Mr. Panagiotis Panagiotidis, acquired 40,000 Series B Preferred Shares in this context. The document indicates that Mr. Panagiotis Panagiotidis disclaims beneficial ownership of the shares held by Pani Corp. except for his personal financial interests in those shares. Mr. Panagiotis is the Chairman and CEO of both Pani Corp. and Robin Energy Ltd., indicating his significant involvement in the operations of his companies. The filing includes details about voting power and potential future intentions regarding additional securities, reflecting ongoing engagement with the business and its direction.