As filed with the Securities and Exchange Commission on November 5, 2021.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form F-1

REGISTRATION STATEMENT

UNDER

THESECURITIES ACT OF 1933

Imperial Petroleum Inc.

(Exact name of registrant as specified in its charter)

331 Kifissias Avenue

Erithrea 14561 Athens, Greece

(Address of principal executive offices)

Harry N. Vafias

331 Kifissias Avenue,

Erithrea 14561, Athens, Greece

Telephone: (011) (30) (210) 625 0001

Facsimile: (011) (30) (210) 625 0018

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680

(Name, address and telephone number of agent for service)

Copies to:

FinnMurphy, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York,New York 10178

(212) 309-6000

Approximate date of commencement of proposed sale to the public:                    

As soon aspracticable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are beingoffered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933.

Emerging growth company.  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected 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.  ☒

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012.

CALCULATION OFREGISTRATION FEE

The Registrant hereby amendsthis Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective inaccordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sellthese securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state wherethe offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED NOVEMBER 5, 2021

Distribution of 4,775,272 Common Shares and

795,878 8.75% Series A Cumulative Redeemable Perpetual

Preferred Shares of

IMPERIAL PETROLEUM INC.

to Stockholders of StealthGas Inc.

We arefurnishing this prospectus to stockholders of StealthGas Inc. (“StealthGas”). We are currently a wholly-owned subsidiary of StealthGas. StealthGas will distribute all of our outstanding shares of common stock (“common shares”)and all of our outstanding shares of 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Shares”) as a special distribution to holders of its common stock on a pro rata basis on or about                    , 2021. The common shares and the Series A Preferred Shares will be issued separately but are being distributed together in thespecial distribution to holders of StealthGas common stock.

Stockholders of StealthGas will receive one Imperial Petroleum common shareand one Imperial Petroleum Series A Preferred Share for every eight shares and forty-eight shares, respectively, of StealthGas common stock owned at the close of business on                , 2021. The distribution will be made on or about                 , 2021.Fractional common shares and fractional Series A Preferred Shares will not be distributed. Instead, the distribution agent will aggregate fractional common shares and fractional Series A Preferred Shares, respectively, into whole shares, sell suchwhole shares in the open market at prevailing rates promptly after our common shares and Series A Preferred Shares, respectively, commence trading on the Nasdaq Capital Market, and distribute the net cash proceeds from the sales pro rata to eachholder who would otherwise have been entitled to receive fractional common shares or fractional Series A Preferred Shares, as applicable, in the distribution.

We have applied to list our common shares on the Nasdaq Capital Market under the symbol “IMPP” and our Series A Preferred Shares onthe Nasdaq Capital Market under the symbol “IMPPP.” Shares of StealthGas common stock will continue to trade on the Nasdaq Global Select Market under the symbol “GASS”. This distribution of our common shares and Series APreferred Shares is the first public distribution of our shares, and prior to this distribution, there has been no public market for our common shares or our Series A Preferred Shares. Accordingly, we can provide no assurance to you as to what themarket price of our common shares or our Series A Preferred Shares may be or how strong a secondary market for our common shares or our Series A Preferred Shares will develop.

We are an “emerging growth company” as that term is used in the Securities Act of 1933, as amended (the “Securities Act”),and, as such, we may elect to comply with certain reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common shares and Series A Preferred Shares involves risks. See “Risk Factors”beginning on page 26 of this prospectus for a discussion of information that should be considered in connection with an investment in our common shares and Series A Preferred Shares.

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

Delivery of the common shares and Series A Preferred Shares is expected to be made on or about                , 2021.

Prospectus dated                , 2021.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus and in any free writing prospectus filed with the SEC. We have notauthorized anyone to provide you with different information or to make representations other than those contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making anoffer to sell these securities in any jurisdiction where the offer is not permitted.

Unless otherwise indicated, references to“Imperial Petroleum,” the “Company,” “we,” “our,” “us” or similar terms refer to the registrant, Imperial Petroleum Inc., and its subsidiaries, except where the context otherwise requires.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These forward-looking statements include information about possible or assumed futureresults of our operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions areintended to identify the forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Thesestatements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differmaterially from those expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding:

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WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PROSPECTUS OR THE DOCUMENTS TOWHICH WE REFER YOU IN THIS PROSPECTUS, TO REFLECT ANY CHANGE IN OUR EXPECTATIONS WITH RESPECT TO SUCH STATEMENTS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY STATEMENT IS BASED, EXCEPT AS REQUIRED BY LAW.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Republic of the Marshall Islands and our principal executive offices are located outside the UnitedStates. Our directors and officers reside outside the United States. In addition, substantially all of our assets and the assets of our directors and officers are located outside the United States. As a result, it may not be possible for you toserve legal process within the United States upon us or any of these persons. It may also not be possible for you to enforce, both in and outside the United States, judgments you may obtain in United States courts against us or these persons in anyaction, including actions based upon the civil liability provisions of U.S. federal or state securities laws.

Furthermore, there issubstantial doubt that courts in jurisdictions outside the U.S. (i) would enforce judgments of U.S. courts obtained in actions against us or our directors or officers based upon the civil liability provisions of applicable U.S. federal andstate securities laws or (ii) would enforce, in original actions, liabilities against us or our directors or officers based on those laws.

MARKET DATA

The Companyuses market data throughout this prospectus. The Company has obtained certain market data from publicly available information and industry publications. These sources generally state that the information they provide has been obtained from sourcesbelieved to be reliable, but the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on industry surveys and the preparers’ experience in the industry, and there is no assurance that any ofthe projections or forecasts will be achieved. The Company believes that the surveys and market research others have performed are reliable, but the Company has not independently verified this information.

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QUESTIONS AND ANSWERS ABOUT THE SPIN-OFFDISTRIBUTION

The Spin-Off Distribution will result in two “pure play” companies: StealthGas will own onlyLPG carriers and Imperial Petroleum will own only product and crude oil tankers, although StealthGas and Imperial Petroleum may in the future consider expansion into other seaborne transportation sectors. Historically, “pure play”ship-owning companies have tended to trade at levels that suggest higher valuations than ship-owning companies with mixed asset classes. StealthGas and Imperial Petroleum expect that the Spin-Off Distributionwill result in an increase of shareholder value if the aggregate trading value of the two separate entities exceeds that of the trading value of StealthGas’ common stock before the Spin-Off Distribution,as historical trends suggest. StealthGas and Imperial Petroleum also believe that the Spin-Off Distribution may better position both companies for potential sale or merger opportunities in the future.

In determining whether to effect the Spin-Off Distribution, the board of directors of StealthGasconsidered the costs and risks associated with the transaction, including those associated with preparing Imperial Petroleum to become a separate publicly traded company and the possibility that the trading value of the two separate entities afterthe Spin-Off Distribution may be less than the trading value of StealthGas’ common stock before the Spin-Off Distribution. Notwithstanding these costs and risks,the board of directors of StealthGas determined that a spin-off, in the form contemplated by the Spin-Off Distribution is in the best interests of StealthGas and itsstockholders.

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Fractional common shares and Series A Preferred Shares willnot be distributed. Instead, for registered shareholders, the distribution agent will aggregate fractional common shares and fractional Series A Preferred Shares into whole shares, sell such whole shares in the open market at prevailing ratespromptly after our common shares and Series A Preferred shares, respectively, commence trading on the Nasdaq Capital Market, and distribute the net cash proceeds from the sales, net of brokerage fees and other costs, pro rata to each holder whowould otherwise have been entitled to receive fractional common shares or fractional Series A Preferred Shares in the distribution (net of any required withholding for taxes applicable to each holder). Holders of StealthGas common stock that holdtheir shares through a bank, broker, or nominee shall receive cash in lieu of fractional common shares and fractional Series A Preferred Shares, if any, determined in accordance with the policies of such bank, broker, or nominee. If a StealthGasshareholder holds fewer than (1) eight shares of StealthGas common stock as of the record date, it will not receive any of our common shares or (2) forty-eight shares of StealthGas common stock as of the record date, it will not receive any of ourSeries A Preferred Shares; however, the shareholder will

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receive a cash distribution from our distribution agent representing the proceeds from the sale of the fractional common shares and fractional Series A Preferred Shares to which the shareholderis entitled, net of brokerage fees and other costs. See “Business – Mechanics of the Spin-Off Distribution.” for a more detailed explanation. If you receive cash in lieu of fractional commonshares or fractional Series A Preferred Shares, you will not be entitled to any interest on the payments. The receipt of cash in lieu of fractional common shares and fractional Series A Preferred Shares generally will be taxable to the recipientStealthGas shareholders that are subject to U.S. federal income tax as described in “Tax Considerations” below.

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RISK FACTORS

Any investment in our common shares and Series A Preferred Shares involves a high degree of risk. You should consider carefully the followingfactors, as well as the other information set forth in this prospectus, before making an investment in our common shares and Series A Preferred Shares. Some of the following risks relate principally to the industry in which we operate and ourbusiness in general. Other risks relate to the securities market for, and ownership of, our common shares and Series A Preferred Shares. Any of the described risks could significantly and negatively affect our business, financial condition,operating results and prices of our common shares and Series A Preferred Shares. The following risk factors describe the material risks that are presently known to us.

Industry Risk Factors

The tanker industry iscyclical and volatile, which may adversely affect our earnings and available cash flow.

The tanker industry is both cyclical andvolatile in terms of charter rates and profitability. Periodic adjustments to the supply of and demand for crude oil and product tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels inthe foreseeable future with a consequent effect on our short and medium-term liquidity. A worsening of current global economic conditions may cause tanker charter rates to decline and thereby adversely affect our ability to charter or re-charter our vessels and any renewal or replacement charters that we enter into, may not be sufficient to allow us to operate our vessels profitably. Fluctuations in charter rates and vessel values result fromchanges in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products. The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes inindustry conditions are unpredictable.

The factors that influence demand for tanker capacity include:

The factors that influence the supply of tanker capacity include:

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In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs,insurance coverage costs, the efficiency and age profile of the existing tanker fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. Thesefactors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.

We anticipate that the future demand for our tankers will be dependent upon economic growth in the world’s economies, seasonal andregional changes in demand, changes in the capacity of the global tanker fleet and the sources and supply of oil and petroleum products to be transported by sea. Given the number of new tankers currently on order with shipyards, the capacity of theglobal tanker fleet seems likely to increase and there can be no assurance as to the timing or extent of future economic growth. Adverse economic, political, social or other developments could have a material adverse effect on our business andoperating results.

Declines in oil and natural gas prices for an extended period of time, or market expectations of potential decreasesin these prices, could negatively affect our future growth in the tanker sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration and extraction because oil and natural gas companies’ capitalexpenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. These changes in commodity prices can have a material effect on demand for our services, and periods of low demand can causeexcess vessel supply and intensify the competition in the industry, which often results in vessels, particularly older and less technologically-advanced vessels, being idle for long periods of time. We cannot predict the future level of demand forour services or future conditions of the oil and natural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies could reduce our revenues and materially harm our business, results ofoperations and cash available for distribution.

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Various economic and political factors, including increased trade protectionism and tariffs and healthpandemics, such as the COVID-19 pandemic, could materially adversely affect our business, financial position and results of operations, as well as our future prospects.

Our business and operating results have been, and will continue to be, affected by global and regional economic conditions. The recovery of theglobal economy from the severe decline in prior years remains subject to downside risks. In particular, an adverse change in economic conditions affecting China, Japan, India or Southeast Asia generally could have a negative effect on the demand forrefined petroleum products and oil, thereby adversely affecting our business, financial position and results of operations, as well as our future prospects. In recent years China and India have been among the world’s fastest growing economiesin terms of gross domestic product, and any economic slowdown in the Asia Pacific region particularly in China or India may adversely affect demand for seaborne transportation of refined petroleum products and oil demand and our results ofoperations. Moreover, any deterioration in the economy of the United States or the European Union (“EU”), may further adversely affect economic growth in Asia. In addition, although to date, the continuing adverse economic conditions inGreece have not had an adverse effect on our managers’ operations, the slow recovery of, and any renewed deterioration in, the Greek economy may result in the imposition of new regulations that may require us to incur new or additionalcompliance or other administrative costs and may require that we pay to the Greek government new taxes or other fees. Our business, financial position and results of operations, as well as our future prospects, could be adversely affected by adverseeconomic conditions in any of these countries or regions.

The imposition by the U.S., China or other governments of protectionist trademeasures, including tariffs and other trade restrictions, the exit of the United Kingdom from the EU, the continuing war in Syria, renewed terrorist attacks around the world and the refugee crisis could also adversely affect global economicconditions and the world oil and petroleum markets and in turn the demand for seaborne transportation of these commodities. The global response to the emergence of a pandemic crisis such as the COVID-19pandemic and the economic impact thereof adversely affected our financial performance in 2020, and could have a material adverse effect on our future financial performance, particularly for our vessels operating in the spot market and with chartersexpiring in the first half of 2022, if the recent improvement in global economic conditions and energy demand falters, due to vaccines and other measures failing to effectively contain the pandemic or otherwise.

Global economic conditions and disruptions in world financial markets, including renewed disruptions as a consequence of the current COVID-19 pandemic, and the resulting governmental action could have a material adverse impact on our results of operations, financial condition and cash flows.

Global financial markets and economic conditions have been disrupted and volatile at times over the past decade, including in 2020 and early2021 as a result of the COVID-19 pandemic. While the global economy had improved in recent years, the recent outbreak of COVID-19 has dramatically disrupted the globaleconomy. This may also prolong tight credit markets and potentially cause such conditions to become more severe. These issues, along with the limited supply of credit to the shipping industry and there-pricing of credit risk and the difficulties currently experienced by financial institutions, have made, and will likely continue to make, it difficult to obtain financing, all of which could be exacerbatedby the COVID-19 pandemic. As a result of the disruptions in the credit markets and higher capital requirements, many lenders had already in prior years increased margins on lending rates, enacted tighterlending standards, required more restrictive terms (including higher collateral ratios for advances, shorter maturities and smaller loan amounts), or refused to refinance existing debt on terms similar to existing debt or at all, which may also befurther negatively impacted by the COVID-19 pandemic. Furthermore, certain banks that have historically been significant lenders to the shipping industry have reduced or ceased lending activities in theshipping industry in recent years. New banking regulations, including tightening of capital requirements and the resulting policies adopted by lenders, could further reduce lending activities. We may experience difficulties in obtaining financingcommitments, or be unable to fully draw on the capacity under our committed credit facilities in the future, or refinance our credit facilities when our current facilities mature if our lenders are unwilling to extend financing to us or unable to

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meet their funding obligations due to their own liquidity, capital or solvency issues. We cannot be certain that financing will be available on acceptable terms or at all. In the absence ofavailable financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.

The COVID-19 pandemic and the resulting disruptions to the international shipping industry and decreased energy demand may continue to negatively affect our business, financial performance and our results of operations,including our ability to obtain charters and financing.

The COVID-19 pandemic has led anumber of countries, ports and organizations to take measures against its spread, such as quarantines and restrictions on travel. Such measures were taken initially in Chinese ports, where we conduct a significant amount of our operations, andexpanded to other countries globally covering most ports where we conduct business. These measures have and will likely continue to cause severe trade disruptions due to, among other things, the unavailability of personnel, supply chain disruption,interruptions of production, delays in planned strategic projects and closure of businesses and facilities.

The COVID-19 pandemic has introduced uncertainty in a number of areas of our business, including our operational, commercial and financial activities. It also negatively impacted global economic activity and demand forenergy, including refined petroleum products and oil, in the second half of 2020 and the first half of 2021, and despite some recovery recently, may continue to negatively impact global economic activity and demand for energy. The global response tothe outbreak and the economic impact thereof, in particular decreased energy demand and lower oil prices, adversely affected our ability to secure charters at profitable rates in 2020, and may continue to do so, particularly for our vesselsoperating in the spot market and with charters expiring in the first half of 2022 that may then operate in the spot market, as demand for additional charters may continue to be affected. These factors could also have a material adverse effect on thebusiness of our charterers, which could adversely affect their ability and willingness to perform their obligations under our existing charters as well as decreasing demand for future charters. COVID-19 isalso affecting oil major vetting processes, which could lead to the loss of oil major approvals to conduct business with us and in turn the loss of revenue under existing charters or future chartering opportunities.

Travel restrictions imposed on a global level also caused disruptions in scheduled crew changes on our vessels and delays in carrying out ofcertain hull repairs and maintenance during 2020, which disruptions could also continue to affect our operations. Our business and the shipping industry as a whole may continue to be impacted by a reduced workforce and delays of crew changes as aresult of quarantines applicable in several countries and ports, as well as delays in the construction of newbuild vessels, scheduled drydockings, intermediate or special surveys of vessels and scheduled and unscheduled ship repairs and upgrades. Inaddition, any case of COVID-19 amongst crew, could result in a quarantine period for that vessel and, in turn, loss of charter hire and additional costs, as occurred for one of our vessels during the secondquarter of 2021. Complications relating to changing crews due to restrictions in various ports throughout the world increased the costs related to these activities in 2020 and 2021 and may continue to do so. Prolongment of the COVID-19 pandemic could impact credit markets and financial institutions and result in increased interest rate spreads and other costs of, and difficulty in obtaining bank financing, our ability to finance thepurchase price of vessel acquisitions, which could limit our ability to grow our business in line with our strategy.

A resurgence of thedeclines in the price of oil experienced in 2020 and early 2021, in part due to the COVID-19 outbreak, before some recent recovery, and changes in production by oil producing countries, could reduce demand foroil and oil products and generally lead to reduced production of oil. Reduced demand for oil and seaborne transportation of petroleum products and crude oil would have an adverse effect on our future growth and would harm our business, results ofoperations and financial condition.

Failure of the continued spread of the COVID-19 virus to becontrolled, including due to the emergence of variants such as Delta, could significantly impact economic activity, and demand for petroleum products and crude oil shipping, which could further negatively affect our business, financial condition,results of operations and cashflows.

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The tanker industry is highly dependent upon the crude oil and petroleum products industries.

The employment of our subsidiaries’ vessels is driven by the availability of and demand for crude oil and petroleum products,the availability of modern tanker capacity and the scrapping, conversion, or loss of older vessels. Historically, the world oil and petroleum markets have been volatile and cyclical because of the many conditions and events that affect the supply,price, production and transport of oil, including:

Despite turbulence in the world economy at times in recent years, worldwide demand for oil and oil products has continued to rise; however,the COVID-19 pandemic has caused demand for oil and oil products to stagnant. In the event that this recent softness persists and the long-term trend falters, the production of and demand for crude oil andpetroleum products will encounter pressure which could lead to a decrease in shipments of these products and consequently this would have an adverse impact on the employment of our vessels and the charter rates that they command. Also, if oil pricesdecline to levels that are uneconomic for producers, it may lead to declining output. As a result of any reduction in demand or output, the charter rates that we earn from our vessels employed on charters related to market rates may decline, as theyhave since the second half of 2020, and possibly remain at low levels for a prolonged period.

An over-supply of ships may lead to a reduction incharter rates, vessel values and profitability.

The market supply of tankers is affected by a number of factors, such as supplyand demand for energy resources, including oil and petroleum products, supply and demand for seaborne transportation of such energy resources, and the current and expected purchase orders for new-buildings. Ifthe capacity of new tankers delivered exceeds the capacity of such vessel types being scrapped and converted to non-trading vessels, global fleet capacity will increase. If the supply of tanker capacity, forthe vessel class sizes comprising our fleet in particular, increases, and if the demand for the capacity of such vessel types decreases, or does not increase correspondingly, charter rates could materially decline. A reduction in charter rates andthe value of our vessels may have a material adverse effect on our results of operations.

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The market values of our vessels may remain at relatively low levels for a prolonged period and overtime may fluctuate significantly. When the market values of our vessels are low, we may incur a loss on sale of a vessel or record an impairment charge, which may adversely affect our profitability and possibly lead to defaults under our loanagreements.

The market value of our vessels may fluctuate significantly, and these experienced significant declines during theeconomic crisis. Tanker values are currently at relatively low levels and remain well below the highs reached in 2007 and 2008. The market values of our vessels are subject to potential significant fluctuations depending on a number of factorsincluding:

The book value of our vessels is currently substantially higher than their market value. Although we believe that, with respect to each ofthese vessels, we will recover their carrying values at the end of their useful lives, based on their undiscounted cash flows, if we sell vessels at a time when vessel prices have not increased, the sale may be for less than the vessel’scarrying value in our financial statements, resulting in a reduction in profitability. Furthermore, if vessel values or anticipated future cash flows experience further declines, we may have to record an impairment adjustment in our financialstatements, which would also result in a reduction in our profits. If the market value of our fleet declines, we may not be in compliance with certain provisions of our potential loan agreements and we may not be able to refinance our debt or obtainadditional financing or, if instituted, pay dividends. If we are unable to pledge additional collateral, our lenders could accelerate our debt and foreclose on our fleet. The loss of our vessels would mean we could not run our business.

If we cannot meet our charterers’ quality and compliance requirements, including regulations or costs associated with the environmental impact ofour vessels, we may not be able to operate our vessels profitably which could have an adverse effect on our future performance, results of operations, cash flows and financial position.

Customers, and in particular oil majors and large oil traders, have a high and increasing focus on quality, emissions and compliance standardswith their suppliers across the entire value chain, including shipping and transportation. There is also increasing focus on the environmental footprint of marine transportation. Our continuous compliance with existing and new standards and qualityrequirements is vital for our operations. Related risks could materialize in multiple ways, including a sudden and unexpected breach in quality and/or compliance concerning one or more vessels and/or a continuous decrease in the quality concerningone or more tankers occurring over time. Moreover, continuously increasing requirements from oil and gas industry constituents can further complicate our ability to meet the standards. Any non-compliance byus, either suddenly or over a period of time, or an increase in requirements by our charterers above and beyond what we deliver, may have a material adverse effect on our future performance, results of operations, cash flows, financial position andour ability to pay cash dividends to our shareholders.

We are subject to regulation and liability under environmental laws that could requiresignificant expenditures and affect our financial conditions and results of operations.

Our business and the operation of ourvessels are materially affected by government regulation in the form of international conventions and national, state and local laws and regulations in force in the jurisdictions in

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which the vessels operate, as well as in the country or countries of their registration. These regulations include, but are not limited to the U.S. Oil Pollution Act of 1990, or OPA, thatestablishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills and applies to any discharges of oil from a vessel, including discharges of fuel oil (bunkers) and lubricants, the U.S. CleanAir Act, U.S. Clean Water Act and the U.S. Marine Transportation Security Act of 2002, and regulations of the International Maritime Organization, or the IMO, including the International Convention for the Prevention of Pollution from Ships of 1975,the International Convention for the Prevention of Marine Pollution of 1973, and the International Convention for the Safety of Life at Sea of 1974. To comply with these and other regulations, including the January 1, 2020 entry into force ofthe MARPOL Annex VI sulfur emission requirements instituting a global 0.5% (lowered from 3.5%) sulfur cap on marine fuels used by vessels not equipped with scrubbers and the International Convention for the Control and Management of Ships’Ballast Water and Sediments (the “BWM Convention”), which requires vessels to install expensive ballast water treatment systems, we may be required to incur additional costs to meet maintenance and inspection requirements, to developcontingency plans for potential spills, and to obtain additional insurance coverage. Environmental laws and regulations are often revised, and we cannot predict the ultimate cost of complying with them, or the impact they may have on the resaleprices or useful lives of our vessels. However, a failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Additional laws andregulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which could materially adversely affect our operations. We are also required by various governmental and quasi-governmentalagencies to obtain permits, licenses, certificates and financial assurances with respect to our operations. These permits, licenses, certificates and financial assurances may be issued or renewed with terms that could materially and adversely affectour operations.

The operation of our vessels is affected by the requirements set forth in the International Management Code for the SafeOperation of Ships and Pollution Prevention (“ISM Code”). The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive “Safety Management System” (“SMS”) that includes the adoption of asafety and environmental protection policy setting forth instructions and procedures for safe operation of the ship and describing procedures for dealing with emergencies. The failure of a ship owner or bareboat charterer to comply with the ISM Codemay subject the owner or charterer to increased liability, may decrease available insurance coverage for the affected vessels, may result in a denial of access to, or detention in, certain ports or may result in a breach of our bank covenants.Currently, each of the vessels in our fleet is ISM Code-certified. Because these certifications are critical to our business, we place a high priority on maintaining them. Nonetheless, there is the possibility that such certifications may not berenewed.

We currently maintain for each of our vessels’ pollution liability insurance coverage in the amount of $1.0 billionper vessel, per incident. In addition, we carry hull and machinery and protection and indemnity insurance to cover the risks of fire and explosion. Under certain circumstances, fire and explosion could result in a catastrophic loss. We believe thatour present insurance coverage is adequate, but not all risks can be insured, and there is the possibility that a specific claim may not be paid, or that we will not always be able to obtain adequate insurance coverage at reasonable rates. If thedamages from a catastrophic spill exceed our insurance coverage, the effect on our business would be severe and could possibly result in our insolvency.

We believe that regulations of the shipping industry will continue to become more stringent and compliance with such new regulations will bemore expensive for us as well as our competitors. Substantial violations of applicable requirements or a catastrophic spill from one of our vessels could have a material adverse impact on our financial condition and results of operations.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risks of climate change, a number of countries and the IMO have adopted, or are considering the adoption of regulatoryframeworks to reduce greenhouse gas emission from ships. These regulatory measures may include adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. Emissions of greenhousegases from international shipping

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currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, or the “Kyoto Protocol,” or any amendments or successor agreements,including the Paris Agreement adopted under the United Nations Framework Convention on Climate Change in December 2015, which contemplates commitments from each nation party thereto to take action to reduce greenhouse gas emissions and limitincreases in global temperatures but did not include any restrictions or other measures specific to shipping emissions. However, restrictions on shipping emissions are likely to continue to be considered, and a new treaty may be adopted in thefuture that includes additional restrictions on shipping emissions to those already adopted under MARPOL. Compliance with future changes in laws and regulations relating to climate change could increase the costs of operating and maintaining ourships and could require us to install new emission controls, as well as acquire allowances, pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact ofclimate change, may also have an effect on demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil or refined petroleum products in the future orcreate greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil and gas industry could have significant financial and operational adverse impacts on our business that we cannot predict with certaintyat this time.

Our vessels are subject to periodic inspections by a classification society.

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. Theclassification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. Our fleet is currently classed withLloyds Register of Shipping and Bureau Veritas.

A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieuof a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and continuous surveycycles for machinery inspection. Every vessel is also required to be dry docked every two to three years for inspection of the underwater parts of such vessel. However, for vessels not exceeding 15 years that have means to facilitate underwaterinspection in lieu of dry docking, the dry docking may be skipped and be conducted concurrently with the special survey.

If a vessel doesnot maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable; we would then be in violation of covenants in our loan agreements and insurancecontracts or other financing arrangements. This would adversely impact our operations and revenues.

Changes in fuel, or bunker, prices mayadversely affect profits.

While we do not bear the cost of fuel or bunkers under time and bareboat charters, fuel is a significantexpense in our shipping operations when vessels are deployed under spot charters. The cost of fuel, including the fuel efficiency or capability to use lower priced fuel, can also be an important factor considered by charterers in negotiating charterrates. Changes in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas,actions by the OPEC (“Organization Of Petroleum Exporting Countries”) and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Furthermore, fuel maybecome significantly more expensive in the future, which may reduce our profitability. In addition, the recent entry into force, on January 1, 2020, of the 0.5% global sulfur cap in marine fuels used by vessels that are not equipped with sulfuroxide (“SOx”) exhaust gas cleaning systems (“scrubbers”) under the International Convention for Prevention of Pollution from Ships (“MARPOL”) Annex VI may lead to changes in the production quantities and prices ofdifferent grades of marine fuel by

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refineries and introduces an additional element of uncertainty in fuel markets, which could result in additional costs and adversely affect our cash flows, earnings and results from operations.

Maritime claimants could arrest our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and others may be entitled to a maritime lien against that vesselfor unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flowand require us to pay large sums of funds to have the arrest lifted.

In addition, in some jurisdictions, such as South Africa, under the“sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimantscould try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our ships or, possibly, another vessel managed by Stealth Maritime, as was the case with the arrest of one of our vessels inAugust 2015.

Governments could requisition our vessels during a period of war or emergency, resulting in loss of revenues.

A government could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel andbecomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occurduring a period of war or emergency. Government requisition of one or more of our vessels would adversely impact our operations and revenues, thereby resulting in loss of revenues.

Risks involved with operating ocean-going vessels could affect our business and reputation, which would adversely affect our revenues and stock price.

The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:

Any of these circumstances or events could increase our costs or lower ourrevenues. The involvement of our vessels in a serious accident could harm our reputation as a safe and reliable vessel operator and lead to a loss of business.

Our vessels may suffer damage and we may face unexpected repair costs, which could affect our cash flow and financial condition.

If our vessels suffer damages, they may need to be repaired at a shipyard facility. The costs of repairs are unpredictable and can besubstantial. We may have to pay repair costs that our insurance does not cover. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, would have an adverse effect on our cash flowand financial condition. We do not intend to carry business interruption insurance.

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Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean andin the Gulf of Aden, off the coast of Somalia. If these piracy attacks occur in regions in which our vessels are deployed and are characterized by insurers as “war risk” zones, as the Gulf of Aden continues to be, or Joint War Committee(JWC) “war and strikes” listed areas, premiums payable for such coverage, for which we are responsible with respect to vessels employed on spot charters, but not vessels employed on bareboat or time charters, could increase significantlyand such insurance coverage may be more difficult to obtain. In addition, crew costs, including employing onboard security guards, could increase in such circumstances. We usually employ armed guards on board the vessels on time and spot chartersthat transit areas where Somali pirates operate. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against ourvessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations.

Our operations outside the United States expose us to global risks, such as political conflict, terrorism and public health concerns, which mayinterfere with the operation of our vessels.

We are an international company and primarily conduct our operations outside theUnited States. Changing economic, political and governmental conditions in the countries where we are engaged in business or where our vessels are registered affect us. In the past, political conflicts, particularly in the Arabian Gulf, resulted inattacks on vessels, mining of waterways and other efforts to disrupt shipping in the area. Continuing conflicts, instability and other recent developments in the Middle East and elsewhere, including recent attacks involving vessels and vesselseizures in the Strait of Hormuz and off the coast of Gibraltar, the recent attack on an Iranian tanker near the Saudi Arabian port city of Jeddah and the presence of U.S. or other armed forces in Syria and Afghanistan, may lead to additional actsof terrorism or armed conflict around the world, and our vessels may face higher risks of being attacked or detained, or shipping routes transited by our vessels, such as the Strait of Hormuz, may be otherwise disrupted. Acts of terrorism mayincrease with the continuing conflicts in the Middle East and North Africa, and therefore our vessels may face higher risks of being attacked. In addition, future hostilities or other political instability in regions where our vessels trade couldaffect our trade patterns and adversely affect our operations and performance. If certain shipping lanes were to close, such as Iran’s past threat to close the Strait of Hormuz, it could adversely affect the availability of, and the demand forcrude oil and petroleum products. This would negatively affect our business and our customers’ investment decisions over an extended period of time. In addition, sanctions against oil exporting countries such as Iran, Syria and Venezuela, andthe events in Ukraine and related sanctions against Russia, may also impact the availability of crude oil and petroleum products and which would increase the availability of applicable vessels, thereby impacting negatively charter rates. Changes inlaws and regulations, including tax matters and their implementation by local authorities could affect our vessels chartered to customers in certain countries, including Chinese customers, as well as our vessels calling to ports in certaincountries, including Chinese ports, and could have a material adverse effect on our business, results of operations and financial condition.

Terrorist attacks, or the perception that oil refineries and product tankers or crude oil tankers are potential terrorist targets, couldmaterially and adversely affect the continued supply of refined petroleum products and crude oil to the United States and to other countries. Furthermore, future terrorist attacks could result in increased volatility of the financial markets in theUnited States and globally, and could result in an economic recession in the United States or the world. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

In addition, public health threats, such as the coronavirus, influenza and other highly communicable diseases or viruses, outbreaks of whichhave from time to time occurred in various parts of the world in which we operate, including China, could adversely impact our operations, and the operations of our customers.

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The smuggling of drugs or other contraband onto our vessels may lead to governmental claims againstus.

Our vessels call in ports in certain geographic areas where smugglers attempt to hide drugs and other contraband on vessels,with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or otherregulatory claims or penalties which could have an adverse effect on our business, results of operations, cash flows and financial condition.

Ourvessels may call on ports located in countries that are subject to sanctions and embargoes imposed by the U.S. or other governments, which could adversely affect our reputation and the market for our common stock.

From time to time on charterers’ instructions, our vessels have called and may again call on ports located in countries subject tosanctions and embargoes imposed by the United States government and countries identified by the United States government as state sponsors of terrorism, such as Iran, Syria and North Korea. The U.S. sanctions and embargo laws and regulations vary intheir application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. On January 16, 2016, “ImplementationDay” for the Iran Joint Comprehensive Plan of Action (JCPOA), the United States lifted its nuclear-related secondary sanctions against Iran which prohibited certain conduct by non-U.S. companies andindividuals that occurred entirely outside of U.S. jurisdiction involving specified industry sectors in Iran, including the energy, petrochemical, automotive, financial, banking, mining, shipbuilding and shipping sectors. By lifting the secondarysanctions against Iran, the U.S. government effectively removed U.S. imposed restraints on dealings by non-U.S. companies, such as our Company, and individuals with these formerly targeted Iranian businesssectors.

Non-U.S. companies continued to be prohibited under U.S. sanctions from(i) knowingly engaging in conduct that seeks to evade U.S. restrictions on transactions or dealings with Iran or that causes the export of goods or services from the United States to Iran, (ii) exporting,re-exporting or transferring to Iran any goods, technology, or services originally exported from the U.S. and / or subject to U.S. export jurisdiction and (iii) conducting transactions with of the Iranianor Iran-related individuals and entities that remain or are placed in the future on OFAC’s list of Specially Designated Nationals and Blocked Persons (SDN List), notwithstanding the lifting of secondary sanctions. However, on August 6,2018, the U.S. re-imposed an initial round of secondary sanctions and as of November 5, 2018, all of the secondary sanctions the U.S. had suspended under the JCPOA werere-imposed.

The U.S. government’s primary Iran sanctions have remained largely unchanged,including during the period from the JCPOA Implementation Day to the re-imposition of secondary sanctions in 2018, and as a consequence, U.S. persons also continue to be broadly prohibited from engaging intransactions or dealings with the Government of Iran and Iranian financial institutions, which effectively impacts the transfer of funds to, from, or through the U.S. financial system whether denominated in US dollars or any other currency.

We believe all of our vessels port calls have been made in full compliance with applicable economic sanctions laws and regulations, includingthose of the United States, the EU and other relevant jurisdictions. Our charter agreements include provisions that restrict trades of our vessels to countries targeted by economic sanctions unless such transportation activities involving sanctionedcountries are permitted under applicable economic sanctions and embargo regimes. Our ordinary chartering policy is to seek to include similar provisions in all of our period charters. Prior to agreeing to waive existing charter party restrictions oncarrying cargoes to or from ports that may implicate sanctions risks, we ensure that the charterers have proof of compliance with international and U.S. sanctions requirements, or applicable licenses or other exemptions.

Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations and intend to maintain suchcompliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may vary or may be subject to changing interpretations and

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we may be unable to prevent our charterers from violating contractual and legal restrictions on their operations of the vessels. Any such violation could result in fines or other penalties for usand could result in some investors deciding, or being required, to divest their interest, or not to invest, in the Company. Additionally, some investors may decide to divest their interest, or not to invest, in the Company simply because we dobusiness with companies that do lawful business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violationscould in turn negatively affect our reputation. Investor perception of the value of our common stock may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surroundingcountries.

Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could result infines, criminal penalties, contract terminations and an adverse effect on our business.

We operate in a number of countriesthrough the world, including countries that may be known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted policies which are consistent and in full compliancewith the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) and other anti-bribery laws. We are subject, however, to the risk that we, our affiliated entities or their respective officers, directors, employees and agents may takeactions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and mightadversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or allegedviolations is expensive and can consume significant time and attention of our senior management.

A cyber-attack could materially disrupt ourbusiness.

Our business operations could be targeted by individuals or groups seeking to sabotage or disrupt our informationtechnology systems and networks, or to steal data. A successful cyber-attack could materially disrupt our operations, including the safety of our operations, or lead to unauthorized release of information or alteration of information on our systems.Any such attack or other breach of our information technology systems could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related To Our Business

Ourfleet consists of four tankers. The small size of our fleet and any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition.

Our fleet consists of three product tankers and one crude oil tanker. Unless and until we identify and acquire additional vessels, we willdepend upon these four vessels for all of our revenue. If any of our vessels are unable to generate revenues as a result of off-hire time, early termination of the applicable charter or otherwise, ourbusiness, results of operations financial condition and ability to pay dividends on our common shares, if any, and Series A Preferred Shares could be materially adversely affected.

In addition, due to the relatively small size of our fleet we may face additional difficulty arranging debt financing from lenders to fund theexpansion of our fleet, or refinance then existing debt upon maturity or otherwise, on favorable terms or at all and achieving acceptance from oil majors and other charterers, which increasingly seek to do business with established shippingcompanies with substantial resources.

We are dependent on the ability and willingness of our charterers to honor their commitments to us for allour revenues.

We derive all our revenues from the payment of charter hire by charterers of our vessels. The ability and

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willingness of each of our counterparties to perform their obligations under charter agreements with us will depend on a number of factors that are beyond our control and may include, among otherthings, general economic conditions, the condition of the refined petroleum product tanker sector and in the case of our crude oil tanker the crude oil tanker sector, of the shipping industry and the overall financial condition of thecounterparties, all of which may continue to be negatively impacted by the COVID-19 pandemic and related containment efforts. In addition, in depressed market conditions, charterers may seek to renegotiatetheir charters or may default on their obligations under charters and our charterers may fail to pay charter hire or attempt to renegotiate charter rates. Should a counterparty fail to honor its obligations under agreements with us, it may bedifficult to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on bareboat or time charters could be at lower rates. If we lose a charter, we may be unable to re-deploy the related vessel on terms as favorable to us. We would not receive any revenues from such a vessel while it remained unchartered, but we may be required to pay expenses necessary to maintain the vesselin proper operating condition, insure it and service any indebtedness secured by such vessel. The failure by charterers to meet their obligations to us or an attempt by charterers to renegotiate our charter agreements could have a material adverseeffect on our revenues, results of operations and financial condition.

Employment of our vessels on time or bareboat charters may prevent us fromtaking advantage of rising spot charter rates.

The spot market may fluctuate significantly based upon tanker, crude oil andrefined petroleum product supply and demand. The factors affecting supply and demand for tankers, crude oil and refined petroleum products are outside of our control, and the nature, timing and degree of changes in industry conditions areunpredictable.

Although two of our vessels are currently operating in the spot market, we may seek to employ additional vessels in thespot market in the future. If we employ our vessels on time and bareboat charters, the charter rates for such vessels will be fixed for a specified time period. We cannot assure you that charter rates will not increase during the period of suchemployment. If our vessels are employed on time or bareboat charters during a period of rising spot market charter rates, we would be unable to pursue opportunities to charter our vessels at such higher charter rates.

Charters at attractive rates may not be available when the charters for our vessels expire, which would have an adverse impact on our revenues andfinancial condition.

As of September 30, 2021, one of our product tankers is employed on a fixed-rate time charter expiring in May2022 while another of our product tankers is deployed on fixed rate bareboat charter expiring in September 2022. Our Aframax tanker and our remaining product tanker are operating in the spot market. We will be exposed to prevailing charter rates inthe product and crude tanker sectors when these vessels’ existing charters expire, and to the extent the counterparties to our fixed-rate charter contracts fail to honor their obligations to us. The successful operation of our vessels in thecompetitive and highly volatile spot charter market will depend on, among other things, obtaining profitable spot charters, which depends greatly on vessel supply and demand, and minimizing, to the extent possible, time spent waiting for chartersand time spent traveling unladen to pick up cargo. When the current charters for our fleet expire or are terminated, it may not be possible to re-charter these vessels at similar rates, or at all, or to securecharters for any vessels we agree to acquire at similarly profitable rates, or at all. As a result, we may have to accept lower rates or experience off hire time for our vessels, which would adversely impact our revenues, results of operations andfinancial condition.

We depend upon a few significant customers, due to the small size of our fleet, for our revenues. The loss of one or more ofthese customers could adversely affect our financial performance.

We derive a significant part of our revenue from a small numberof charterers. For the year ended December 31, 2020, we had four customers from which we derived 80.9% of our revenues and for the six months ended June 30, 2021, we had 5 customers from which we derived 80.9% of our revenues. We anticipate alimited

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number of customers will continue to represent significant amounts of our revenue. If these customers cease doing business or do not fulfill their obligations under the charters of our vessels,due to the increasing financial pressure on these customers or otherwise, our results of operations and cash flows could be adversely affected. Further, if we encounter any difficulties in our relationships with these charterers, our results ofoperations, cash flows and financial condition could be adversely affected.

Technological innovation could reduce our charter hire income and thevalue of our vessels.

The charter hire rates and the value and operational life of a vessel are determined by a number of factorsincluding the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly, including the ability to use alternative combustion fuels. Flexibilityincludes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of thestress of operations. More technologically advanced tankers have been built since our vessels, which have an average age of 12.7 years as of September 30, 2021, were constructed and tankers with further advancements may be built that are even moreefficient or more flexible or have longer physical lives, including new vessels powered by alternative fuels or which are otherwise perceived as more environmentally friendly by charterers. Competition from these more technologically advancedvessels could adversely affect the amount of charter hire payments we receive for our vessels, and the resale value of our vessels could significantly decrease, which could also result in impairment costs. In these circumstances, we may also beforced to charter our vessels to less creditworthy charterers, either because the oil majors and other top tier charters will not charter older and less technologically advanced vessels or will only charter such vessels at lower contracted charterrates than we are able to obtain from these less creditworthy, second tier charterers. Consequently, our results of operations and financial condition could be adversely affected.

The aging of our fleet may result in our vessels being less attractive to charterers and in increased operating costs in the future, which couldadversely affect our earnings.

Our fleet’s average age, which was approximately 12.7 years, as of September 30, 2021, isabove the average age of the global tanker fleet, and as our vessels age we may have difficulty competing with younger, more technologically advanced tankers for charters from oil majors and other top-tiercharterers. In general, the costs to maintain a tanker in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient and more costly to maintain than more recently constructed tankers due toimprovements in engine technology. Cargo insurance rates also increase with the age of a vessel, as do charterer’s concerns regarding the perceived reliability of the vessel’s technical performance. As a result, older vessels are generallyless desirable to charterers, particularly oil majors and other top tier charterers.

Unless we set aside reserves for vessel replacement, at theend of a vessel’s useful life, our revenue will decline, which would adversely affect our cash flows and income.

As ofSeptember 30, 2021, the vessels in our fleet had an average age of approximately 12.7 years. Unless we maintain cash reserves for vessel replacement, we may be unable to replace the vessels in our fleet upon the expiration of their useful lives. Weestimate the useful life of our vessels to be 25 years from the completion of their construction. Our cash flows and income are dependent on the revenues we earn by chartering our vessels to customers. If we are unable to replace the vessels in ourfleet upon the expiration of their useful lives, our business, financial condition and results of operations may be materially adversely affected. Any reserves set aside for vessel replacement would not be available for other cash needs ordividends, if any.

Our expected senior secured credit facility will, and other further future financing arrangements may, contain restrictivecovenants that may limit our liquidity and corporate activities.

We have obtained a term sheet from DNB for a new senior securedterm loan facility (which we refer to as the “New Senior Secured Credit Facility”) that we will enter into prior to the Spin-Off Distribution, which will,

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and other future financing arrangements may, impose, operating and financial restrictions on us. These restrictions may limit our ability to:

The New Senior Secured Credit Facility we expect to enter into prior to the Spin-Off Distribution,will require us to maintain specified financial ratios, satisfy financial covenants and contain cross-default clauses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Proposed New CreditFacility”

As a result of the restrictions in our New Senior Secured Credit Facility, or similar restrictions in our future financingarrangements we may enter into with respect to future vessels which we have yet to identify, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders’ interests may be different from ours, and wemay not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interest which may adversely impact our revenues, results of operations and financial condition.

A failure by us to meet our payment and other obligations, including our financial covenants and security coverage requirement, could lead todefaults under our secured loan agreements. Our lenders could then accelerate our indebtedness and foreclose on our fleet. The loss of our vessels would mean we could not run our business.

The market values of our vessels may decrease, which could cause us to breach covenants in our credit facilities, and could have a material adverseeffect on our business, financial condition and results of operations.

The senior secured credit facility we expect to enter intoprior to the Spin-Off Distribution, which will be secured by liens on our vessels, will contain various financial covenants, including requirements that relate to our financial condition, operating performanceand liquidity. For example, we will be required to maintain a maximum consolidated leverage ratio that is based, in part, upon the market value of the vessels securing the applicable loan, as well as a minimum ratio of the market value of vesselssecuring a loan to the principal amount outstanding under such loan. The market value of product tankers and crude oil tankers is sensitive to, among other things, changes in the product tanker and crude oil tanker charter markets, respectively,with vessel values deteriorating in times when product tanker and crude oil tanker charter rates, as applicable, are falling and improving when charter rates are anticipated to rise. Lower charter rates in the product tanker and crude oil tankermarkets coupled with the difficulty in obtaining financing for vessel purchases have adversely affected product tanker and Aframax tanker values. A continuation or worsening of these conditions would lead to a significant decline in the fair marketvalues of our vessels, which may affect our ability to comply with these loan covenants. If the value of our vessels deteriorates, we may have to record an impairment adjustment in our financial statements which would adversely affect our financialresults and could further hinder our ability to raise capital.

A failure to comply with our covenants and/or obtain covenant waivers ormodifications could result in our lenders requiring us to post additional collateral, enhance our equity and liquidity, increase our interest payments

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or pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet or accelerate our indebtedness, which would impair our ability to continue toconduct our business. If our indebtedness is accelerated, we may not be able to refinance our debt or obtain additional financing and could lose our vessels if our lenders foreclose their liens. In addition, if we find it necessary to sell ourvessels at a time when vessel prices are low, we will recognize losses and a reduction in our earnings, which could affect our ability to raise additional capital necessary for us to comply with our loan agreements.

Our ability to obtain additional debt financing may be dependent on the performance of our then existing charters and the creditworthiness of ourcharterers, as well as the perceived impact of emissions by our vessels on the climate.

The actual or perceived credit quality ofour charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require in order to purchase additional vessels or may significantly increase our costs of obtaining such capital.Our inability to obtain additional financing, or obtain financing at a higher than anticipated cost may materially affect our results of operation and our ability to implement our business strategy.

In 2019, a number of leading lenders to the shipping industry and other industry participants announced a global framework by which financialinstitutions can assess the climate alignment of their ship finance portfolios, called the Poseidon Principles, and additional lenders have subsequently announced their intention to adhere to such principles. If the ships in our fleet are deemed notto satisfy the emissions and other sustainability standards contemplated by the Poseidon Principles, or other Environmental Social Governance (ESG) standards required by lenders or investors, the availability and cost of bank financing for suchvessels may be adversely affected.

A significant increase in our debt levels may adversely affect us and our cash flows.

As of June 30, 2021 we did not have any outstanding indebtedness; however, we expect to incur approximately $28.0 million of indebtednessunder our expected New Senior Secured Credit Facility, which we will enter into prior to the Spin-Off Distribution, to refinance outstanding indebtedness of StealthGas secured by the four vessels that it iscontributing to us. We would expect to incur further indebtedness in connection with any further expansion of our fleet. This increase in the level of indebtedness and the need to service the indebtedness may impact our profitability and cashavailable for growth of our fleet, working capital and dividends if any. In addition, dividend payments on our Series A Preferred Shares will reduce cash available for growth of our fleet, working capital and dividends, if any, on our common shares.Additionally, any increases in interest rate levels, currently at historically low levels, may increase the cost of servicing our indebtedness with similar results.

To finance our future fleet expansion program beyond our current fleet, we expect to incur additional secured debt. We have to dedicate aportion of our cash flow from operations to pay the principal and interest on our debt. These payments limit funds otherwise available for working capital, capital expenditures, and other purposes, including any distributions of cash to ourstockholders, and our inability to service our debt could lead to acceleration of our debt and foreclosure on our fleet.

Moreover,carrying secured indebtedness exposes us to increased risks if the demand for oil or oil-related marine transportation decreases and charter rates and vessel values are adversely affected.

We are exposed to volatility in interest rates, and in particular the London Interbank Offered Rate (“LIBOR”)

The amounts outstanding under our New Senior Secured Credit Facility, which we will enter into prior to theSpin-Off Distribution, will be advanced at a floating rate, initially based on LIBOR, which can affect the amount of interest payable on our debt, and which, in turn, could have an adverse effect on ourearnings and cash flow. In addition, interest rate benchmarks, including LIBOR, which was at low levels for an extended period of time, may potentially begin to increase from these levels. Our financial condition could be materially adversely

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affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our credit facilities and any other financingarrangements we may enter into in the future. Even if we enter into interest rate swaps or other derivative instruments for the purpose of managing our interest rate exposure, our hedging strategies may not be effective and we may incur substantiallosses.

Increased regulatory oversight, uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2023 mayadversely affect the amounts of interest we pay under our debt arrangements and our results of operations.

The United KingdomFinancial Conduct Authority (“FCA”), which regulates LIBOR, has announced that it will phase-out LIBOR by the end of 2023. It is unclear whether an extension will be granted or new methods ofcalculating LIBOR will be established such that it continues to exist after 2023, or if alternative rates or benchmarks will be adopted. Various alternative reference rates are being considered in the financial community. The Secured OvernightFinancing Rate has been proposed by the Alternative Reference Rate Committee, a committee convened by the U.S. Federal Reserve that includes major market participants and on which regulators participate, as an alternative rate to replace U.S. dollarLIBOR. However, it is not possible at this time to know the ultimate impact a phase-out of LIBOR may have, or how any such changes or alternative methods for calculating benchmark interest rates would beapplied to any particular agreement containing terms based on LIBOR, such as the New Senior Secured Credit Facility we expect to enter into prior to the Spin-Off Distribution, which generally have alternativecalculation provisions, however, if implicated, these could also create additional risks and uncertainties. The changes may adversely affect the trading market for LIBOR based agreements, including our credit facilities and interest rate swaps. Wemay need to negotiate the replacement benchmark rate on our credit facilities and interest rate swaps, and the use of an alternative rate or benchmark may negatively impact our interest rate expense. Any other contracts entered into in the ordinarycourse of business which currently refer to, use or include LIBOR may also be impacted.

The derivative contracts we may enter into to hedge ourexposure to fluctuations in interest rates could result in higher than market interest rates and charges against our income, as well as reductions in our stockholders’ equity.

We may enter into interest rate swaps for purposes of managing our exposure to fluctuations in interest rates applicable to indebtedness underour future credit facilities which are advanced at floating rates, as StealthGas has. Our hedging strategies, however, may not be effective and we may incur substantial losses if interest rates or currencies move materially differently from ourexpectations.

To the extent our interest rate swaps do not qualify for treatment as hedges for accounting purposes, we recognizefluctuations in the fair value of such contracts in our statement of operations. In addition, changes in the fair value of any derivative contracts that do qualify for treatment as hedges, are recognized in “Accumulated other comprehensiveincome” on our balance sheet. Our financial condition could also be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations under our financing arrangements under which loans have been advanced ata floating rate.

In addition, we may enter in the future into foreign currency derivative contracts in order to hedge an exposure toforeign currencies related to shipbuilding contracts.

Any hedging activities we engage in may not effectively manage our interest rateand foreign exchange exposure or have the desired impact on our financial condition or results of operations.

Because we generate all of ourrevenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could adversely affect our results of operations.

We generate all of our revenues in U.S. dollars and the majority of our expenses are also in U.S. dollars. However, a relatively small portionof our overall expenses, mainly executive compensation, is incurred in

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Euros. This could lead to fluctuations in net income due to changes in the value of the U.S. dollar relative to the other currencies, in particular the Euro. Expenses incurred in foreigncurrencies against which the U.S. dollar falls in value can thereby increase, decreasing our net income.

We are dependent on our relationship withStealth Maritime.

As of September 30, 2021, Stealth Maritime served as commercial and technical manager for all four vessels inour fleet. We are accordingly dependent upon our fleet manager, Stealth Maritime, for:

The loss of Stealth Maritime’s services or its failure to perform its obligations to us properly for financial or other reasons couldmaterially and adversely affect our business and the results of our operations, including the potential loss of oil major approvals to conduct business with us and in turn our ability to employ our vessels our charters with such oil majors. Althoughwe may have rights against Stealth Maritime if it defaults on its obligations to us, you would have no recourse against Stealth Maritime. In addition, we might not be able to find a replacement manager on terms as favorable as those currently inplace with Stealth Maritime. Further, we expect that we will need to seek approval from our lenders to change our manager. In addition, if Stealth Maritime suffers material damage to its reputation or relationships, including as a result of a spillor other environmental incident or an accident, or any violation or alleged violation of U.S., EU or other sanctions, involving ships managed by Stealth Maritime whether or not owned by us, it may harm the ability of our company or our subsidiariesto successfully compete in our industry.

Since our manager, Stealth Maritime, is a privately held company and there is little or no publiclyavailable information about it, an investor could have little advance warning of potential financial and other problems that might affect our manager that could have a material adverse effect on us.

We would be materially adversely affected if our manager becomes unable or unwilling to provide services for our benefit at the level ofquality they have provided such services to our vessels in the past and at comparable costs as they have charged with respect to our vessels while owned by StealthGas prior to the Spin-Off Distribution. If wewere required to employ a ship management company other than our manager, we cannot offer any assurances that the terms of such management agreements and results of operations would be equally or more beneficial to us in the long term.

Our manager’s ability to render management services will depend in part on its own financial strength. Circumstances beyond our controlcould impair Stealth Maritime’s financial strength, and because it is a privately held company, information about its financial strength is not publicly available. As a result, our shareholders and we might have little advance warning offinancial or other problems affecting our manager even though their financial or other problems could have a material adverse effect on our shareholders and us.

Our officers face conflicts in the allocation of their time to our business. In addition, the fiduciary duties of our officers and directors mayconflict with those of the officers and directors of StealthGas and/or its affiliates.

Our Chief Executive Officer is involved inother business activities not associated with us, which may result in his spending less time than is appropriate or necessary to manage our business successfully. In particular, Mr. Vafias, who functions as our Chief Executive Officer,President and Chief Financial Officer , also

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provides services in similar capacities for StealthGas. Our officers are not required to work full-time on our affairs and also perform services for StealthGas and its affiliates. As a result,there could be material competition for the time and effort of our officers who also provide services to StealthGas and its affiliates, which could have a material adverse effect on our business, results of operations and financial condition. See“Management”.

Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and ourshareholders. However, our officers and directors also serve as executive officers and/or directors of StealthGas. As a result, these individuals have fiduciary duties to manage the business of StealthGas and its affiliates in a manner beneficial tosuch entities and their shareholders. Consequently, these officers and directors may encounter situations in which their fiduciary obligations to StealthGas and us are in conflict. There may also be other business opportunities for which StealthGasmay compete with us such as hiring employees, acquiring other businesses, or entering into joint ventures, which could have a material adverse effect on our business.

Companies affiliated with us or our management, including StealthGas, Stealth Maritime and Brave Maritime, may manage or acquire vessels that competewith our fleet.

Entities affiliated with other members of the Vafias family own vessels that operate in various sectors of theshipping industry, including a number of product and crude oil tankers, which are managed by Stealth Maritime and/or Brave Maritime. It is possible that StealthGas, Stealth Maritime or other companies affiliated with the Vafias family or StealthMaritime, including Brave Maritime, could, in the future, agree to acquire or manage additional vessels that compete directly with ours and may face conflicts between their own interests and their obligations to us. These conflicts may arise inconnection with the chartering, purchase, sale and operations of the vessels in our fleet versus other vessels in which these persons or entities have an interest. Accordingly, our management and our manager might be faced with conflicts of interestwith respect to their own interests and their obligations to us. These conflicts of interests may have an adverse effect on our business and your interests as stockholders.

We may enter into certain significant transactions with companies affiliated with members of the Vafias family which may result in conflicts ofinterests.

In addition to our management contract with Stealth Maritime, a company controlled by members of the Vafias familyother than our Chief Executive Officer, from time to time we may enter into other transactions with companies affiliated with members of the Vafias family. Stealth Maritime also contracts for the crewing of vessels in our fleet with Hellenic ManningOverseas Inc., which is 25% owned by an affiliate of Stealth Maritime. Such transactions could create conflicts of interest that could adversely affect our business or your interests as holders of our common stock, as well as our financial position,results of operations and our future prospects.

As our fleet grows in size, we will have to improve our operations and financial systems, staff andcrew; if we cannot maintain these systems or continue to recruit suitable employees, our business and results of operations may be adversely affected.

As we expand our fleet, we and Stealth Maritime will have to invest considerable sums in upgrading its operating and financial systems, as wellas hiring additional well-qualified personnel to manage the vessels. In addition, as we expand our fleet, we will have to rely on our technical managers to recruit suitable additional seafarers and shoreside administrative and management personnel.Stealth Maritime and those technical managers may not be able to continue to hire suitable employees to the extent we continue to expand our fleet. Our vessels require a technically skilled staff with specialized training. If the technicalmanagers’ crewing agents are unable to employ such technically skilled staff, they may not be able to adequately staff our vessels. If Stealth Maritime is unable to operate our financial and operations systems effectively or our technicalmanagers are unable to recruit suitable employees as we expand our fleet, our results of operation and our ability to expand our fleet may be adversely affected.

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Delays in the delivery of any newbuilding or secondhand tankers we agree to acquire could harm ouroperating results.

Delays in the delivery of any new-building or second-hand vessels wemay agree to acquire in the future, would delay our receipt of revenues generated by these vessels and, to the extent we have arranged charter employment for these vessels, could possibly result in the cancellation of those charters, and thereforeadversely affect our anticipated results of operations. Although this would delay our funding requirements for the installment payments to purchase these vessels, it would also delay our receipt of revenues under any charters we arrange for suchvessels. The delivery of newbuilding vessels could be delayed, other than at our request, because of, among other things, work stoppages or other labor disturbances; bankruptcy or other financial crisis of the shipyard building the vessel;hostilities, health pandemics such as COVID-19 or political or economic disturbances in the countries where the vessels are being built, including any escalation of tensions involving North Korea; weatherinterference or catastrophic event, such as a major earthquake, tsunami or fire; our requests for changes to the original vessel specifications; requests from our customers, with whom we have arranged any charters for such vessels, to delayconstruction and delivery of such vessels due to weak economic conditions and shipping demand and a dispute with the shipyard building the vessel.

In addition, the refund guarantors under the newbuilding contracts, which are banks, financial institutions and other credit agencies, mayalso be affected by financial market conditions in the same manner as our lenders and, as a result, may be unable or unwilling to meet their obligations under their refund guarantees. If the shipbuilders or refund guarantors are unable or unwillingto meet their obligations to the sellers of the vessels, this may impact our acquisition of vessels and may materially and adversely affect our operations and our obligations under our credit facilities. The delivery of any secondhand vessels couldbe delayed because of, among other things, hostilities or political disturbances, non-performance of the purchase agreement with respect to the vessels by the seller, our inability to obtain requisite permits,approvals or financing or damage to or destruction of the vessels while being operated by the seller prior to the delivery date.

If we fail tomanage our growth properly, we may not be able to successfully expand our market share.

As and when market conditions permit, weintend to continue to prudently grow our fleet over the long term. The acquisition of such additional vessels could impose significant additional responsibilities on our management and staff, and may necessitate that we, and they, increase thenumber of personnel. In the future, we may not be able to identify suitable vessels, acquire vessels on advantageous terms or obtain financing for such acquisitions. Any future growth will depend on:

Growing a business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additionalqualified personnel, managing relationships with customers and our commercial and technical managers and integrating newly acquired vessels into existing infrastructures. We may not be successful in executing any growth initiatives and may incursignificant expenses and losses in connection therewith.

We may be unable to attract and retain key management personnel and other employees in theshipping industry, which may negatively affect the effectiveness of our management and our results of operation.

Our successdepends to a significant extent upon the abilities and efforts of our management team, including our Chief Executive Officer, Harry Vafias. In addition, Harry Vafias is a member of the Vafias family, which

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controls Stealth Maritime, our fleet manager. Our success will depend upon our and Stealth Maritime’s ability to hire and retain qualified managers to oversee our operations. The loss of anyof these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our results of operations. We do not have employment agreements directly with our keypersonnel who are technically employees of Stealth Maritime, our fleet manager, although under our management agreement with Stealth Maritime, our relationship is governed by terms substantially similar to those typically included in employmentagreements. We do not maintain “key man” life insurance on any of our officers.

In the highly competitive international product tankerand crude oil tanker markets, we may not be able to compete for charters with new entrants or established companies with greater resources.

We deploy our vessels in highly competitive markets that are capital intensive. Competition arises primarily from other vessel owners, some ofwhich have greater resources than we do. Competition for the transportation of refined petroleum products and crude oil can be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its managers to thecharterers. Competitors with greater resources could enter and operate larger tanker fleets through consolidations or acquisitions, and many larger fleets that compete with us in each of these sectors may be able to offer more competitive prices andfleets.

Our lack of a diversified business could adversely affect us.

Unlike many other shipping companies, which may carry dry bulk, liquefied petroleum or natural gas, or goods shipped in containers, wecurrently depend primarily on the transport of refined petroleum products and crude oil. Substantially all of our revenue has been and is expected to be derived from this single source—the seaborne transport of refined petroleum products andcrude oil. Due to our lack of a more diversified business model, adverse developments in the seaborne transport of refined petroleum products and crude oil and the market for refined petroleum products and oil have a significantly greater impact onour financial conditions and results of operations than if we maintained more diverse assets or lines of business.

Purchasing and operatingpreviously owned, or secondhand, vessels may result in increased operating costs and vessels off-hire, which could adversely affect our revenues.

Our examination of secondhand vessels, which may not include physical inspection prior to purchase, does not provide us with the same knowledgeabout their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Generally, we do not receive the benefit of warranties on secondhand vessels.

In general, the cost of maintaining a vessel in good operating condition increases with its age. As of September 30, 2021, the averageage of the vessels in our fleet was approximately 12.7 years. Older vessels are typically less fuel efficient and more costly to maintain and operate than more recently constructed vessels due to improvements in engine technology. Cargo insurancerates increase with the age of a vessel, making older vessels less desirable to charterers.

Governmental regulations, safety or otherequipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, marketconditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. If we sell vessels, the sales prices may not equal and could be less than their carrying values at that time andthereby negatively affect our profitability.

The shipping industry has inherent operational risks that may not be adequately covered by ourinsurance.

We procure hull and machinery insurance, protection and indemnity insurance, which include environmental damage andpollution insurance coverage, and war risk insurance for our fleet. While we endeavor

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to be adequately insured against all known risks related to the operation of our ships, there remains the possibility that a liability may not be adequately covered and we may not be able toobtain adequate insurance coverage for our fleet in the future. The insurers may also not pay particular claims. Even if our insurance coverage is adequate, we may not be able to timely obtain a replacement vessel in the event of a loss. Ourinsurance policies contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue. In addition, if one of our ships, or other ships managed by Stealth Maritime or Brave Maritimeand owned by an affiliated entity of Stealth Maritime or Brave Maritime, were to incur significant costs from an accident, spill or other environmental liability, our insurance premiums and costs could increase significantly.

Our significant stockholders exert considerable influence on the outcome of matters on which our stockholders are entitled to vote and their interestsmay be different from yours.

Our major stockholder, our Chief Executive Officer, together with a company he controls, will ownapproximately 21.6% of our outstanding common shares upon consummation of the Spin-Off Distribution, based on the number of shares of common stock of StealthGas outstanding on September 30, 2021. Accordingly,this shareholder exerts considerable influence on the outcome of matters on which our shareholders are entitled to vote, including the election of our Board of Directors and other significant corporate actions. The interests of this stockholder maybe different from yours. A number of other shareholders, none of which are affiliated with our Chief Executive Officer or one another, will also own significant percentages of our outstanding common shares. See the section of this prospectusentitled “Security Ownership Of Certain Beneficial Owners And Management After The Spin-Off Distribution.” For so long as a stockholder continues to own a significant percentage of our common shares, it will be able to significantlyinfluence the composition of our Board of Directors and the approval of actions requiring shareholder approval through its voting power. Accordingly, during such period of time, such shareholder will have significant influence with respect to ourmanagement, business plans and policies, including the appointment and removal of our officers. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, consolidation, takeover or otherbusiness combination involving us, and could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our common shares.

We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or tomake dividend payments.

We are a holding company and our subsidiaries, which are all wholly-owned by us, conduct all of ouroperations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly-owned subsidiaries. As a result, our ability to make dividend payments to you depends on our subsidiaries and their abilityto distribute funds to us. If we are unable to obtain funds from our subsidiaries, we may be unable or our Board of Directors may exercise its discretion not to pay dividends.

Obligations associated with being a public company require significant company resources and management attention.

Upon completion of the Spin-Off Distribution, we will be subject to the reporting requirements of theSecurities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules and regulations of the SEC, including the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley. Section 404 of Sarbanes-Oxley requires that we evaluate and determinethe effectiveness of our internal control over financial reporting.

We work with our legal, accounting and financial advisors to identifyany areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. We evaluate areas such as corporate governance, corporate control, internal audit, disclosurecontrols and procedures and financial reporting and accounting systems. We will make changes in any of these

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and other areas, including our internal control over financial reporting, which we believe are necessary. However, these and other measures we may take may not be sufficient to allow us tosatisfy our obligations as a public company on a timely and reliable basis. In addition, compliance with reporting and other requirements applicable to public companies do create additional costs for us and will require the time and attention ofmanagement. Our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy. We may not be able to predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the degree of impact that our management’s attention to these matters will have on our business.

If management is unable to provide reports as to the effectiveness of our internal control over financial reporting, investors could lose confidence inthe reliability of our financial statements, which could result in a decrease in the value of our common shares.

UnderSection 404 of Sarbanes-Oxley, we are required to include in each of our annual reports on Form 20-F, beginning with the second such annual report on Form 20-Fafter the Spin –Off Distribution, a report containing our management’s assessment of the effectiveness of our internal control over financial reporting. If, in such annual reports on Form 20-F, ourmanagement cannot provide a report as to the effectiveness of our internal control over financial reporting as required by Section 404, investors could lose confidence in the reliability of our financial statements, which could result in adecrease in the value of our common shares and Series A Preferred Shares.

Risks Related to Taxation

If we were to be subject to corporate income tax in jurisdictions in which we operate, our financial results would be adversely affected.

We and our subsidiaries may be subject to tax in the jurisdictions in which we are organized or operate, reducing the amount of our net incomeand cash flows, including cash available for dividend payments. Under current Marshall Islands law, there is no income, corporate or profits tax or withholding tax, capital gains tax or capital transfer tax, estate or inheritance tax payable by usor our stockholders, other than stockholders ordinarily resident in the Republic of the Marshall Islands, if any. We believe that we should not be subject to tax under the laws of various countries, other than the United States, in which oursubsidiaries’ vessels conduct activities or in which our subsidiaries’ customers are located. However, our belief is based on our understanding of the tax laws of those countries, and our tax position is subject to review and possiblechallenge by taxing authorities and to possible changes in law or interpretation. We cannot determine in advance the extent to which certain jurisdictions may require us to pay corporate income tax or to make payments in lieu of such tax. Inaddition, payments due to us from our subsidiaries’ customers may be subject to tax claims. In computing our tax obligation in these jurisdictions, we may be required to take various tax accounting and reporting positions on matters that arenot entirely free from doubt and for which we have not received rulings from the governing authorities. We cannot assure you that upon review of these positions the applicable authorities will agree with our positions. A successful challenge by atax authority could result in additional tax imposed on us or our subsidiaries, further reducing the cash available for distribution. In addition, changes in our operations or ownership could result in additional tax being imposed on us or oursubsidiaries in jurisdictions in which operations are conducted.

In accordance with the currently applicable Greek law, foreign flaggedvessels that are managed by Greek or foreign ship management companies having established an office in Greece are subject to duties towards the Greek state which are calculated on the basis of the relevant vessels’ tonnage. The payment of saidduties exhausts the tax liability of the foreign ship owning company and the relevant manager against any tax, duty, charge or contribution payable on income from the exploitation of the foreign flagged vessel. As our manager is located in Greece,we will have to pay these duties. Our operations in Greece may be subjected to new regulations that may require us to incur new or additional compliance or other administrative costs, which may include requirements that we pay to the Greekgovernment new taxes or other fees.

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In addition, China has enacted a new tax fornon-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels, includingany stevedore, warehousing and other services connected with the transportation. The new regulation broadens the range of international transportation companies which may find themselves liable for Chinese enterprise income tax on profits generatedfrom international transportation services passing through Chinese ports.

We may have to pay tax on United States-source income, which would reduceour earnings.

Under the United States Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income ofvessel owning or chartering corporations, such as our subsidiaries, that is attributable to transportation that begins or ends, but does not both begin and end, in the United States is characterized as United States-source shipping income. UnitedStates-source shipping income is subject to either a (i) 4% United States federal income tax without allowance for deductions or (ii) taxation at the standard United States federal income tax rates (and potentially to a 30% branch profits tax),unless derived by a corporation that qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder.

Generally, we and our subsidiaries will qualify for this exemption for a taxable year if our shares are treated as “primarily andregularly traded” on an established securities market in the United States. Our shares of common stock will be so treated if (i) the aggregate number of our shares of common stock traded during such year on an established securities marketin the United States exceeds the aggregate number of our shares of common stock traded during that year on established securities markets in any other single country, (ii) either (x) our shares of common stock are regularly quoted during suchyear by dealers making a market in our shares or (y) trades in our shares of common stock are effected, other than in de minimis quantities, on an established securities market in the United States on at least 60 days during such taxable yearand the aggregate number of our shares of common stock traded on an established securities market in the United States during such year equals at least 10% of the average number of our shares of common stock outstanding during such taxable year and(iii) our shares of common stock are not “closely held” during such taxable year. For these purposes, our shares of common stock will be treated as closely held during a taxable year if, for more thanone-half the number of days in such taxable year, one or more persons each of whom owns either directly or under applicable attribution rules, at least 5% of our shares of common stock, own, in the aggregate,50% or more of our shares of common stock, unless we can establish, in accordance with applicable documentation requirements, that a sufficient number of the shares of common stock in the closely-held block are owned, directly or indirectly, bypersons that are residents of foreign jurisdictions that provide United States shipping companies with an exemption from tax that is equivalent to that provided by Section 883 to preclude other stockholders in the closely-held block from owning50% or more of the closely-held block of shares of common stock.

We believe that after theSpin-Off Distribution, it will be the case, and may also be the case in the future, that, one or more persons each of whom owns, either directly or under applicable attribution rules, at least 5% of our sharesof common stock own, in the aggregate, 50% or more of our shares of common stock. In such circumstances, we and our subsidiaries may qualify for the exemption provided in Section 883 of the Code only if a sufficient number of shares of theclosely-held block of our shares of common stock were owned or treated as owned by “qualified shareholders” so it could not be the case that, for more than half of the days in the taxable year, the shares of common stock in theclosely-held block not owned or treated as owned by qualified shareholders represented 50% or more of our shares of common stock. For these purposes, a “qualified stockholder” includes an individual that owns or is treated as owning sharesof our common stock and is a resident of a jurisdiction that provides an exemption that is equivalent to that provided by Section 883 of the Code and certain other persons; provided in each case that such individual or other person complieswith certain documentation and certification requirements set forth in the Section 883 regulations and designed to establish status as a qualified shareholder.

Our Chief Executive Officer, who will beneficially own approximately 21.6% of our outstanding common shares and 21.6% of our outstandingSeries A Preferred Shares upon completion of the Spin-Off Distribution, has

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entered into an agreement with us regarding his compliance, and the compliance by certain entities that he controls and through which he owns our shares, with the certification proceduresdesigned to establish status as a qualified shareholder. In certain circumstances, his compliance and the compliance of such entities he controls with the terms of that agreement may enable us and our subsidiaries to qualify for the benefits ofSection 883 even where persons (each of whom owns, either directly or under applicable attribution rules, 5% or more of our shares) own, in the aggregate, more than 50% of our outstanding shares. However, his compliance and the compliance ofsuch entities he controls with the terms of that agreement may not enable us or our subsidiaries to qualify for the benefits of Section 883. We or any of our subsidiaries may not qualify for the benefits of Section 883 for any year.

If we or our subsidiaries do not qualify for the exemption under Section 883 of the Code for any taxable year, then we or oursubsidiaries would be subject for those years to the 4% United States federal income tax on gross United States shipping income or, in certain circumstances, to net income taxation at the standard United States federal income tax rates (andpotentially also to a 30% branch profits tax). The imposition of such tax could have a negative effect on our business and would result in decreased earnings and cash flow.

We could become a “passive foreign investment company,” which would have adverse United States federal income tax consequences to UnitedStates holders and, in turn, us.

A foreign corporation will be treated as a “passive foreign investment company,” orPFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of thecorporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investmentproperty and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services doesnot constitute “passive income” and working capital and similar assets held pending investment in vessels will generally be treated as an asset which produces passive income. United States stockholders of a PFIC are subject to adisadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

In connection with determining our PFIC status we treat and intend to continue to treat the gross income that we derive or are deemed toderive from our time chartering and voyage chartering activities as services income, rather than rental income. We believe that our income from time chartering and voyage chartering activities does not constitute “passive income” and thatthe assets that we own and operate in connection with the production of that income do not constitute assets held for the production of passive income. We treat and intend to continue to treat, for purposes of the PFIC rules, the income that wederive from bareboat charters as passive income and the assets giving rise to such income as assets held for the production of passive income. There is, however, no legal authority specifically under the PFIC rules regarding our current and proposedmethod of operation and it is possible that the Internal Revenue Service, or IRS, may not accept our positions and that a court may uphold such challenge, in which case we and certain of our subsidiaries could be treated as PFICs. In this regard wenote that a federal court decision addressing the characterization of time charters concludes that they constitute leases for federal income tax purposes and employs an analysis which, if applied to our time charters, could result in our treatmentand the treatment of our vessel-owning subsidiaries as PFICs. In addition, in making the determination as to whether we are a PFIC, we intend to treat the deposits that we make on our newbuilding contracts and that are with respect to vessels we donot expect to bareboat charter as assets which are not held for the production of passive income for purposes of determining whether we are a PFIC. We note that there is no direct authority on this point and it is possible that the IRS may disagreewith our position.

We do not believe that we will be a PFIC for 2021. This belief is based in part upon our beliefs regarding the valueof the assets that we hold for the production of or in connection with the production of passive income

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relative to the value of our other assets. Should these beliefs turn out to be incorrect, then we and certain of our subsidiaries could be treated as PFICs for 2021. There can be no assurancethat the U.S. Internal Revenue Service (“IRS”) or a court will not determine values for our assets that would cause us to be treated as a PFIC for 2021 or a subsequent year.

In addition, although we do not believe that we will be a PFIC for 2021, we may choose to operate our business in the current or in futuretaxable years in a manner that could cause us to become a PFIC for those years. Because our status as a PFIC for any taxable year will not be determinable until after the end of the taxable year, and depends upon our assets, income and operations inthat taxable year, there can be no assurance that we will not be considered a PFIC for 2021 or any future taxable year.

If the IRS wereto find that we are or have been a PFIC for any taxable year, our United States stockholders would face adverse United States tax consequences. Under the PFIC rules, unless those stockholders make an election available under the Code (which electioncould itself have adverse consequences for such stockholders, as discussed below under “Tax Considerations—United States Federal Income Taxation of United States Holders”), such stockholders would be liable to pay United Statesfederal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares or Series A Preferred Shares, as if the excess distribution or gain hadbeen recognized ratably over the stockholder’s holding period of our common shares or Series A Preferred Shares, as applicable. See “Tax Considerations—United States Federal Income Tax Consequences—United States Federal IncomeTaxation of United States Holders” for a more comprehensive discussion of the United States federal income tax consequences to United States stockholders if we are treated as a PFIC. As a result of these adverse tax consequences to UnitedStates stockholders, such a finding by the IRS may result in sales of our common shares or Series A Preferred Shares by United States stockholders, which could lower the price of our common shares and Series A Preferred Shares and adversely affectour ability to raise capital.

Risk Related to an Investment in a Marshall Islands Corporation

As a foreign private issuer we are entitled to claim exemptions from certain Nasdaq corporate governance standards, and if we elected to rely on theseexemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

As a foreign private issuer, we are entitled to claim an exemption from many of Nasdaq’s corporate governance practices. Currently, ourcorporate governance practices comply with the Nasdaq corporate governance standards applicable to U.S. listed companies other than that we will only have two members on our audit committee whereas a domestic U.S. company would be required to havethree members on its audit committee and, in lieu of obtaining shareholder approval prior to the issuance of certain designated securities issuances, the Company will comply with provisions of the Marshall Islands Business Corporations Act providingthat the Board of Directors approves share issuances. To the extent we rely on these or other exemptions you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governancerequirements.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law or abankruptcy act.

Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall IslandsBusiness Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting theBCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent inexistence in certain U.S. jurisdictions. Stockholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the

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State of Delaware and other states with substantially similar legislative provisions, our public stockholders may have more difficulty in protecting their interests in the face of actions by themanagement, directors or controlling stockholders than would stockholders of a corporation incorporated in a U.S. jurisdiction. The Marshall Islands has no established bankruptcy act, and as a result, any bankruptcy action involving our companywould have to be initiated outside the Marshall Islands, and our public stockholders may find it difficult or impossible to pursue their claims in such other jurisdictions.

It may be difficult to enforce service of process and judgments against us and our officers and directors.

We are a Marshall Islands company, and our executive offices are located outside of the United States. All of our directors and officers resideoutside of the United States, and most of our assets and their assets are located outside the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also havedifficulty enforcing, both in and outside the United States, judgments you may obtain in the U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws.There is also substantial doubt that the courts of the Marshall Islands would enter judgments in original actions brought in those courts predicated on U.S., federal or state securities laws.

Risks Relating To Our Common Shares

Our commonshares have never been publicly traded and there is no existing market for our common shares. An active trading market that will provide you with adequate liquidity for our common shares may not develop.

There is currently no public market for our common shares and, following the Spin-Off Distribution,21.6% of our shares will be held by one shareholder and an aggregate of approximately 67.4% of our common shares will be held by six separate shareholders that are not affiliated with one another, which concentration of ownership could make it lesslikely that an active and liquid trading market for our common shares will develop on Nasdaq. We cannot predict the extent to which investor interest will lead to the development of an active and liquid trading market on Nasdaq for our common sharesor, if such market develops, whether it will be maintained. The lack of an active trading market on Nasdaq and low trading volume for our common shares, may make it more difficult for you to sell our common shares and could lead to our share pricebecoming depressed or volatile. It is anticipated that on or shortly prior to the record date for the distribution of our common shares, trading of our common shares will begin on a “when-issued” basis on Nasdaq and such trading wouldcontinue up to and including the distribution date. However, there can be no assurance that an active trading market for our common shares on either Nasdaq or any other exchange will develop. If an active and liquid trading market does not develop,relatively small sales of our common shares could have a significant negative impact on the price of our common shares.

Following the Spin-Off Distribution, the aggregate trading value of Imperial Petroleum common shares and Series A Preferred Shares and StealthGas common stock may be less than the trading value of StealthGas’ common stockbefore the Spin-Off Distribution.

The Spin-OffDistribution will result in two “pure play” companies: StealthGas will own only LPG carriers and Imperial Petroleum will initially own only product and crude oil tankers, although StealthGas and Imperial Petroleum may in the futureconsider expansion into other seaborne transportation sectors. Historically, “pure play” companies have tended to trade at levels that suggest higher valuations than companies with mixed asset classes. Although we expect that the Spin-Off Distribution will result in an increase in shareholder value, the aggregate trading value of the two separate entities after the Spin-Off Distribution may be lessthan the trading value of StealthGas common stock before the Spin-Off Distribution.

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If securities or industry analysts do not publish research or reports about our business, or publishnegative reports about our business, our share price and trading volume could decline.

As a newly-incorporated company, there iscurrently no analyst coverage of the Company. The trading market for our common shares will depend, in part, upon the research and reports that securities or industry analysts publish about us or our business. We do not have any control overanalysts as to whether they will cover us, and if they do, whether such coverage will continue. If analysts do not commence coverage of the Company, or if one or more of these analysts cease coverage of the Company or fail to regularly publishreports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline. In addition, if one or more of the analysts who cover us downgrade our shares or change their opinion of our shares,our share price may likely decline.

Substantial sales of our common shares may occur in connection with theSpin-Off Distribution, which could cause our share price to decline.

Following the Spin-Off Distribution, all of our outstanding stock will be owned by the existing shareholders of StealthGas, and these existing shareholders will be free to sell common shares after the effective date of theregistration statement of which this prospectus forms a part for any reason. The sales of significant amounts of our common shares, or the perception that this may occur, could result in a decline of the price of our common shares.

You may experience future dilution as a result of future equity offerings and other issuances of our common shares or other securities.

In order to raise additional capital, including to support our growth plans, or in connection with equity awards, strategic transactions orotherwise, we may in the future offer additional common shares, Series A Preferred Shares or other securities convertible into or exchangeable for our common shares, including convertible debt. We expect that a significant component of the financingfor the planned expansion of our fleet will be through equity offerings. We cannot predict the size of future issuances or sales of our common shares or other securities, including those made in connection with future acquisitions or capital raisingactivities, or the effect, if any, that such issuances or sales may have on the market price of our common units. The issuance and sale of substantial amounts of common shares, preferred shares or other equity-linked securities, or announcement thatsuch issuance and sales may occur, could adversely affect the market price of our common shares and the value of our Series A Preferred Shares. In addition, we cannot assure you that we will be able to make future sales of our common shares or othersecurities in any other offering at a price per share that is equal to or greater than the price per share paid by investors, and investors purchasing shares or other securities in the future could have rights that are superior to existingshareholders. The issuance of additional common shares or other securities could adversely impact the trading price of our common shares and our Series A Preferred Shares.

The market price of our common shares may be subject to significant fluctuations.

The market price of our common shares may be subject to significant fluctuations as a result of many factors, some of which are beyond ourcontrol. Among the factors that could affect our stock price are:

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The international tanker shipping industry has been highly unpredictable. In addition, the stock markets in general,and the markets for tanker shipping and shipping stocks in general, have experienced extreme volatility that has sometimes been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect thetrading price of our common shares. Our shares may trade at prices lower than you originally paid for such shares.

If our common shares do not meetthe Nasdaq Capital Market’s minimum share price requirement, and if we cannot cure such deficiency within the prescribed timeframe, our common shares could be delisted.

Under the rules of the Nasdaq Capital Market, listed companies are required to maintain a share price of at least $1.00 per share. If the shareprice declines below $1.00 for a period of 30 consecutive business days, then the listed company has a cure period of at least 180 days to regain compliance with the $1.00 per share minimum. If the price of our common shares closes below $1.00 for30 consecutive days, and if we cannot cure that deficiency within the 180-day timeframe, then our common shares could be delisted.

If the market price of our common shares is below $5.00 per share, under stock exchange rules, our shareholders will not be able to use suchshares as collateral for borrowing in margin accounts. This inability to continue to use our common shares as collateral may lead to sales of such shares creating downward pressure and increased volatility in the market price of our common shares.

Our amended and restated articles of incorporation and amended and restated bylaws which will be in place at the time of the Spin-Off Distribution, will contain anti-takeover provisions that may discourage, delay or prevent (1) our merger or acquisition and/or (2) the removal of incumbent directors and officers and (3) theability of public shareholders to benefit from a change in control.

Our amended and restated articles of incorporation and amendedand restated bylaws, which will be in place at the time of the Spin-Off Distribution, will contain certain anti-takeover provisions. These provisions will include blank check preferred stock, the prohibitionof cumulative voting in the election of directors, a classified Board of Directors, advance written notice for shareholder nominations for directors, removal of directors only for cause, advance written notice of shareholder proposals for theremoval of directors and limitations on action by shareholders. These anti-takeover provisions, either individually or in the aggregate, may discourage, delay or prevent (1) our merger or acquisition by means of a tender offer, a proxy contestor otherwise, that a shareholder may consider in its best interest, (2) the removal of incumbent directors and officers, and (3) the ability of public shareholders to benefit from a change in control. These anti-takeover provisions couldsubstantially impede the ability of shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and shareholders’ ability to realize any potential change of control premium.

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We are an emerging growth company and we cannot be certain if the reduced disclosure requirementsapplicable to emerging growth companies will make our common shares less attractive to investors.

We are an emerging growthcompany, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We cannot predict if investors will findour common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be morevolatile.

In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to theeffectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company.

For as long as we take advantage of the reduced reporting obligations, the information that we provide our shareholders may be different frominformation provided by other public companies.

Our common shares will rank junior to the Series A Preferred Shares with respect to dividends andamounts payable in the event of our liquidation.

Our common shares will rank junior to our Series A Preferred Shares with respectto the payment of dividends and amounts payable in the event of our liquidation, dissolution or winding-up. This means that, unless accumulated dividends have been paid or set aside for payment on all of ouroutstanding Series A Preferred Shares for all past completed dividend periods, no dividends may be declared or paid on our common shares subject to limited exceptions. Likewise, in the event of our voluntary or involuntary liquidation, dissolutionor winding-up, no distribution of our assets may be made to holders of our common shares until we have paid to holders of our Series A Preferred Shares a liquidation preference equal to $25.00 per share plusaccumulated and unpaid dividends. Accordingly, the Series A Preferred Shares may adversely affect the market price of the common shares.

Risks Relatedto our Series A Preferred Shares

The Series A Preferred Shares, are a new issuance and do not have an established trading market, which maynegatively affect their market value and your ability to transfer or sell your shares. An active trading market that will provide you with adequate liquidity for our Series A Preferred Shares may not develop. In addition, the lack of a fixedredemption date for our Series A Preferred Shares will increase your reliance on the secondary market for liquidity purposes.

There is currently no public market for our Series A Preferred Shares and, following the Spin-OffDistribution, approximately 21.6% of our Series A Preferred Shares will be held by one shareholder and an aggregate of 67.4% of our Series A Preferred Shares will be held by six separate shareholders that are not affiliated with one another, whichconcentration of ownership could make it less likely that an active and liquid trading market for our Series A Preferred Shares will develop on Nasdaq. In addition, since the securities have no stated maturity date, investors seeking liquidity willbe limited to selling their shares in the secondary market absent redemption by us. We cannot predict the extent to which investor interest will lead to the development of an active and liquid trading market on Nasdaq for our Series A PreferredShares or, if such market develops, whether it will be maintained. The lack of an active trading market on Nasdaq and low trading volume for our Series A Preferred Shares, may make it more difficult for you to sell our Series A Preferred Shares andcould lead to our share price becoming depressed or volatile. It is anticipated that on or shortly prior to the record date for the distribution of our Series A Preferred Shares, trading of our Series A Preferred Shares will begin on a“when-issued” basis on Nasdaq and such trading would continue up to and including the distribution date. However, there can be no assurance that an active trading market for our Series A Preferred Shares on either Nasdaq or any otherexchange will develop. If an active and liquid trading market does not develop, relatively small sales of our Series A Preferred Shares could have a significant negative impact on the price of our Series A Preferred Shares.

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Substantial sales of our Series A Preferred Shares may occur in connection with the Spin-Off Distribution, which could cause the trading price of our Series A Preferred Shares to decline.

Following the Spin-Off Distribution, all of our outstanding stock will be owned by the existingshareholders of StealthGas, and these existing shareholders will be free to sell Series A Preferred Shares after the effective date of the registration statement of which this prospectus forms a part for any reason. The sales of significantamounts of our Series A Preferred Shares, or the perception that this may occur, could result in a decline of the price of our Series A Preferred Shares.

The Series A Preferred Shares represent perpetual equity interests.

The Series A Preferred Shares represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim forpayment of a principal amount at a particular date. As a result, holders of the Series A Preferred Shares may be required to bear the financial risks of an investment in the Series A Preferred Shares for an indefinite period of time. In addition,the Series A Preferred Shares rank junior to all our indebtedness and other liabilities, and to any other senior securities we may issue in the future with respect to assets available to satisfy claims against us.

Our Series A Preferred Shares are subordinated to our debt, and your interests could be diluted by the issuance of additional preferred shares,including additional Series A Preferred Shares, and by other transactions.

Our Series A Preferred Shares are subordinate to all ofour existing and future indebtedness. As of June 30, 2021 we did not have any outstanding indebtedness; however, we expect to incur approximately $28.0 million of indebtedness under our New Senior Secured Credit Facility, which we willenter into prior to the Spin-Off Distribution, to refinance outstanding indebtedness of StealthGas secured by the four vessels that it is contributing to us. This indebtedness will restrict, and our futureindebtedness may include restrictions on, our ability to pay dividends on or redeem preferred shares, if an event of default has occurred or is continuing. Our articles of incorporation, which will be in place at the time of the Spin-Off Distribution, will authorize the issuance of up to 200,000,000 preferred shares in one or more classes or series. The issuance of additional preferred shares on a parity with or senior to our Series APreferred Shares would dilute the interests of the holders of our Series A Preferred Shares, and any issuance of preferred shares senior to our Series A Preferred Shares or of additional indebtedness could affect our ability to pay dividends on,redeem or pay the liquidation preference on our Series A Preferred Shares.

The amount of the liquidation preference applicable to the Series APreferred Shares is fixed and you have no right to receive any greater payment.

The payment due upon liquidation is fixed at theliquidation preference of $25.00 per Series A Preferred Share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of liquidation, whether or not declared. If, in the case of our liquidation, there are remaining assetsto be distributed after payment of this amount, you have no right to receive or to participate in these amounts. In addition, if the market price of your Series A Preferred Shares is greater than the liquidation preference, you have no right toreceive the market price from us upon our liquidation.

The terms of the Series A Preferred Shares do not restrict our ability to engage in certaintransactions, including spin-offs, transfers of assets or the formation of a master limited partnership, joint venture or other entity that may involve issuance of interests to third-parties in a substantial portion of our assets.

Although the Statement of Designation with respect to the Series A Preferred Shares contains restrictions on our ability to dilute the value ofyour investment in the Series A Preferred Shares by issuing additional preferred shares ranking senior to the Series A Preferred Shares, we may engage in other transactions that will result in a transfer of value to third parties. We may elect tosell one or more of our vessels

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or vessel-owning subsidiaries, conduct a spin-off of such vessels or subsidiaries, or contribute such vessels or vessel-owning subsidiaries to a jointventure, master limited partnership or other entity on terms with which you do not agree or that are not in the best interests of the holders of Series A Preferred Shares. Any such transfer may reduce our asset base and our rights to cash flowsrelated to the transferred assets. If we contribute assets to a joint venture or master limited partnership, the joint venture or master limited partnership may be owned by or issue equity securities to public or private investors, thereby reducingour percentage interest in such assets and in the related cash flows.

Risk Factors Relating To TheSpin-Off

Our historical financial information may not be representative of the results we would haveachieved as a stand-alone public company and may not be a reliable indicator of our future results.

The historical financialinformation that we have included in this prospectus may not necessarily reflect what our financial position, results of operations or cash flows would have been had we been an independent entity during the periods presented or those that we willachieve in the future. The costs and expenses reflected in our historical financial information include an allocation for certain corporate functions historically provided by StealthGas, that may be different from the comparable expenses that wewould have incurred had we operated as a stand-alone company. Our historical financial information does not reflect changes that will occur in our cost structure, financing and operations as a result of our transition to becoming a stand-alonepublic company, including potential increased costs associated with reduced economies of scale and increased costs associated with SEC reporting and Nasdaq requirements.

We have made allocations based upon available information and assumptions that we believe are reasonable to reflect these factors, amongothers, in our historical combined financial data. However, our assumptions may prove not to be accurate, and accordingly, the historical combined financial data presented in this prospectus forms a part should not be assumed to be indicative ofwhat our financial condition or results of operations actually would have been as an independent publicly traded company nor to be a reliable indicator of what our financial condition or results of operations actually may be in the future.

We may have difficulty operating as an independent, publicly traded company.

As an independent, publicly traded company, we believe that our business will benefit from, among other things, allowing us to better focus ourfinancial and operational resources on our specific business, allowing our management to design and implement corporate strategies and policies that are based primarily on the business characteristics and strategic decisions of our business,allowing us to more effectively respond to tanker industry dynamics. However, we may not be able to achieve some or all of the benefits that we believe we can achieve as an independent company in the time we expect, if at all. Because our businesshas previously operated as part of the wider StealthGas organization, we may not be able to successfully implement the changes necessary to operate independently and may incur additional costs that could adversely affect our business.

As an independent, publicly traded company, we may not enjoy the same benefits that it did as part of StealthGas.

There is a risk that, by separating from StealthGas, we may become more susceptible to market fluctuations and other adverse events than wewould have been if we were still a part of the current StealthGas organizational structure. As part of StealthGas, we have been able to enjoy certain benefits from StealthGas’s operating diversity, available capital for investments andopportunities to pursue integrated strategies with StealthGas’s other businesses. As an independent, publicly traded company, we will not have similar diversity, available capital or integration opportunities and may not have similar access tocapital markets.

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Our ability to meet our capital needs may be harmed by the loss of financial support from StealthGas.

The loss of financial support from StealthGas could harm our ability to meet our capital needs. After the spin-off, we expect to obtain any funds needed in excess of the amounts generated by our operating activities through the capital markets or bank financing, and not from StealthGas. However, given the smallerrelative size of our company as compared to StealthGas after the spin-off, we may incur higher debt servicing and other costs than we would have otherwise incurred as a part of StealthGas. Further, we cannotguarantee you that we will be able to obtain capital market financing or credit on favorable terms, or at all, in the future. We cannot assure you that our ability to meet our capital needs will not be harmed by the loss of financial support fromStealthGas.

As a newly-incorporated company, we may not have the surplus or net profits required by law to pay dividends.

We have not declared any dividends on our common shares and our Series A Preferred Shares and we may not make dividend payments in the futureas we may not earn sufficient revenues or we may incur expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends. Our loan agreements may also limit the amount of dividends we can pay under somecircumstances.

The declaration and payment of any dividends on our common shares or Series A Preferred Shares will be subject at alltimes to the discretion of our Board of Directors. The timing and amount of dividends will depend on our earnings, financial condition, cash requirements and availability, restrictions in our loan agreements, growth strategy, charter rates in thetanker shipping industry, the provisions of Marshall Islands law affecting the payment of dividends and other factors. Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess ofconsideration received for the sale of shares above the par value of the shares), but, if there is no surplus, dividends may be declared out of the net profits (basically, the excess of our revenue over our expenses) for the fiscal year in which thedividend is declared or the preceding fiscal year. Marshall Islands law also prohibits the payment of dividends while a company is insolvent or if it would be rendered insolvent upon the payment of a dividend. As a newly incorporated company, we maynot have the required surplus or net profits to pay dividends, or our Board of Directors may determine to not declare any dividends for the foreseeable future.

We do not expect the Spin-Off Distribution to qualify for tax-freetreatment under Section 355 of the Code.

For U.S. federal income tax purposes, if a corporate division, such as the Spin-Off Distribution qualifies for tax-free treatment under Section 355 of the Code, the distribution of our common shares and Series A Preferred Shares toStealthGas’ stockholders would generally not be taxable as a distribution and shareholders would allocate a portion of their tax basis in their StealthGas shares to the common shares and Series A Preferred Shares received in the Spin-Off Distribution. We do not expect to satisfy all of the requirements of Section 355 of the Code, and as such we are not treating the Spin-Off Distribution as a tax-free corporate division for U.S. federal income tax purposes. Rather, the distribution of our common shares and Series A Preferred Shares and cash in lieu of fractional shares to StealthGas’ shareholderswill be taxable as a distribution for U.S. federal income tax purposes. The tax treatment of the Spin-Off Distribution is discussed below at “Tax Considerations – United States Federal IncomeTaxation of U.S. Holders”.

Our ability to seek a claim against StealthGas for potential liabilities relating to the operation of the vesselscomprising our fleet prior to our separation from StealthGas and the Spin-Off Distribution may be limited.

In connection with thecontribution to us by StealthGas of the subsidiaries that own the vessels comprising our fleet, we will agree to acquire the vessels in “as is”, “where is” condition and StealthGas will not be obligated to indemnify us for anyclaims made against us that arise out of or relate to the operation of the vessels comprising our fleet prior to the Spin-Off Distribution. Although we may be able to seek recourse against StealthGas in connection with claims relating to operationof the vessels comprising our fleet prior to our

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separation from StealthGas and the Spin-Off Distribution, there can be no assurance that such efforts would be successful. Any liabilities relating to such claims may be significant and couldnegatively impact our business, financial condition, cash flows and results of operations. See “Certain Relationships and Related Party Transactions – Contribution Agreement.”

Certain of our directors and executive officers are director and/or executive officers of StealthGas and own shares of its common stock, which couldcause conflicts of interests.

Our President and Chief Executive Officer owns a substantial amount of StealthGas common stock. Theinterests of our President and Chief Executive Officer and other directors and officers in common stock of StealthGas and the presence of certain of StealthGas’s executives and directors on our board of directors could create, or appear tocreate, conflicts of interest with respect to matters involving both us and StealthGas that could have different implications for StealthGas than they do for us. As a result, we may be precluded from pursuing certain opportunities on which we wouldotherwise act, including growth opportunities.

We do not intend to adopt specific policies or procedures to address conflicts ofinterests that may arise as a result of certain of our directors and officers owning StealthGas common stock or our President and Chief Executive Officer and other directors being an executive officer and/or director of StealthGas. However, prior toconsummation of the Spin-Off Distribution, we will adopt a Related Person Transactions Policy to provide guidance in identifying, reviewing and, where appropriate, approving or ratifying transactions withrelated persons.

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CAPITALIZATION

The following table sets forth our consolidated capitalization at June 30, 2021:

a) our expected incurrence of approximately $28.0 million of senior secured indebtedness, net of $0.2 million indebt issuance costs, which will be provided to StealthGas to repay its existing indebtedness collateralized by the four vessels to be contributed to us;

b) our issuance of 4,775,272 common shares, par value $0.01 per share, and 795,878 Series A Preferred Shares, par value $0.01 per share, inconjunction with the Spin-Off Distribution.

Please read “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Financial Information” included elsewhere herein.

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA

The following table presents selected combined carve-out financial and other operating data for theperiods and at the dates indicated. Our historical combined carve-out financial statements were prepared on a carve-out basis from the financial statements of our parentcompany, StealthGas. These carve-out financial statements include all assets, liabilities and results of operations of the four subsidiaries owned by us, formerly wholly-owned subsidiaries of StealthGas, forthe periods presented.

The table should be read together with the section of this prospectus entitled “Management’s Discussionand Analysis of Financial Condition and Results of Operation.” Excluding fleet data, the selected combined carve-out financial data of Imperial Petroleum Inc. Predecessor as of and for the years endedDecember 31, 2019 and 2020 is a summary of, is derived from, and is qualified by reference to, the audited combined carve-out financial statements of Imperial Petroleum Inc. Predecessor and notes thereto.Excluding fleet data, the selected combined carve-out financial data of Imperial Petroleum Inc. Predecessor as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is a summary of, is derived from, and is qualified by reference to,the unaudited combined carve-out financial statements of Imperial Petroleum Inc. Predecessor and notes thereto. The combined carveout financial statements of Imperial Petroleum Inc. Predecessor have been prepared in accordance with U.S. generallyaccepted accounting principles, or “U.S. GAAP.”

Our combined carve-out statements ofoperations, balance sheets, shareholders’ equity and cash flows, together with the notes thereto, are included in the section of this prospectus entitled “Financial Statements” and should be read in their entirety.

Imperial Petroleum Inc. Predecessor – Summary of Selected Historical Financials

(in US Dollars except for Fleet Data and number of shares)

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Imperial Petroleum Inc. Predecessor – Summary of Selected Historical Financials

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATION

The following presentation of management’s discussion and analysis of financial condition and results of operations should be read inconjunction with our historical combined carve-out financial statements of Imperial Petroleum Inc. Predecessor, accompanying notes thereto and other financial information, appearing elsewhere in thisprospectus. Imperial Petroleum Inc. was incorporated under the laws of the Republic of the Marshall Islands on May 14, 2021, and has not commenced operations and has nominal assets or liabilities. This discussion contains forward-lookingstatements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those setforth in the section entitled “Risk Factors” and elsewhere in this prospectus. You should also carefully read the following discussion with “Risk Factors,” “Forward-Looking Statements,” and “Selected HistoricalFinancial and Other Data.” The financial statements have been prepared in accordance with U.S. GAAP.

Throughout this report,all references to “we,” “our,” “us” and the “Company” refer to Imperial Petroleum Inc. and its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metrictons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references to “dollars” and “$” in this report are to, and amountsare presented in, U.S. dollars.

Overview

Imperial Petroleum Inc. was incorporated under the laws of the Republic of the Marshall Islands on May 14, 2021. The Company wasincorporated by StealthGas to serve as the holding company of four subsidiaries that will be contributed by StealthGas to the Company in connection with the Spin-Off Distribution. StealthGas will contributethese subsidiaries to the Company prior to the Spin-Off Distribution, and, as the sole shareholder of the Company, intends to distribute the Company’s common shares and Series A Preferred Shares toholders of StealthGas common stock on a pro rata basis on or about                 , 2021. Under the registration statement of which this prospectus forms a part,the Company is applying to register the distribution of the common shares and Series A Preferred Shares under the Securities Act of 1933. In addition, the Company has applied to have the common shares listed on the Nasdaq Capital Market under theticker symbol “IMPP” and the Series A Preferred Shares listed on the Nasdaq Capital Market under the ticker symbol “IMPPP”. Upon consummation of the Spin-Off Distribution and the successfullisting of the common shares on the Nasdaq Capital Market, the Company and StealthGas will be independent publicly traded companies with separate boards of directors and management, although, at the time of theSpin-Off Distribution, some of the directors and officers of StealthGas may hold similar positions at the Company.

The financial statements presented in this prospectus are carve-out financial statements. The carve-out financial statements in this prospectus represent combined carve-out financial statements of Imperial Petroleum Inc. Predecessor, which include the results of theentities being contributed to us in connection with the Spin- Off Distribution, the fiscal years ended December 31, 2019 and December 31, 2020 and the six months ended June 30, 2020 and 2021.

We are a provider of international seaborne transportation services to oil producers, refineries and commodities traders. As of the date ofthe Spin-Off Distribution, we will own and operate a fleet of three medium range product tankers that carry refined petroleum products such as gasoline, diesel, fuel oil and jet fuel, as well as edible oilsand chemicals, and one Aframax tanker which is used for carrying crude oil. The total cargo carrying capacity of our fleet is 255,804 dwt.

There currently is no existing public trading market for our common shares or our Series A Preferred Shares. However, we are in the process ofapplying to have our common shares listed on the Nasdaq Capital

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Market under the symbol “IMPP” and to have the Series A Preferred Shares listed on the Nasdaq Capital Market under the ticker symbol “IMPPP”. We make no representation thatsuch application will be approved or that our common shares or Series A Preferred Shares will trade on such market, either now or at any time in the future. The successful listing of our common shares and our Series A Preferred Shares on the NasdaqCapital Market is subject to our fulfilling all of the requirements of the Nasdaq Capital Market.

We will actively manage the deploymentof our fleet on a mix of period charters, including time and bareboat charters which can last up to several years, and spot market charters, which generally last from one to six months, according to our assessment of market conditions. Some of ourvessels may participate in shipping pools, or, in some cases in contracts of affreightment. As of September 30, 2021, two of our product tankers are employed under a time charter and bareboat contract, respectively, expiring in 2022 and our Aframaxtanker and remaining product tanker are operating in the spot market. As of September 30, 2021, approximately 50% of our remaining ship capacity days in 2021 and approximately 25% of our ship capacity days in 2022 are under contract.

Vessels operating on period charters, principally time and bareboat charters, provide more predictable cash flows but can yield lower profitmargins than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable us to achieve increased profit marginsduring periods of high rates in the charter market, although we are exposed to the risk of having to seek to employ our vessels at low prevailing rates in weak market conditions, which may have a materially adverse impact on our overall financialperformance. Vessels operating in pools benefit from better scheduling, and thus increased utilization, and better access to contracts of affreightment due to the larger commercial operation of the pool. We are constantly evaluating opportunities toincrease the number of our vessels deployed on period charters, in particular time charters, or to participate in shipping pools (if available for our vessels), however we only expect to enter into additional period charters or shipping pools if wecan obtain contract terms that satisfy our criteria. We carefully evaluate the length and the rate of the time or bareboat charter contract at the time of fixing or renewing a contract considering market conditions, trends and expectations.

As described below under “—Results of Operations”, the mix of charters our vessels are deployed on, which affects ourutilization, revenues, expenses and profitability, has differed in recent periods and over time we expect will continue to vary. Our fleet’s percentage of calendar days operating on time and bareboat period charters decreased significantly fromover 99% in 2019, comprised of 60.3% bareboat days and 39.0% time charter days, to 72.5% in 2020, comprised of 30.5% bareboat days and 42.0% time charter days, with spot market days increasing from 0.5% to 24.3% and fleet operational utilizationdeclining from 99.7% to 95.7% from 2019 to 2020, reflecting the expiration of two bareboat charters and the operation of the respective vessels in the spot market and on time charters. In the six months ended June 30, 2021, the percentage of ourfleet’s total calendar days on which our vessels operated in the spot market slightly increased, to 25.0%, with bareboat charter days declining further to 25.0% and time charter days increasing to 48.3% and fleet operational utilizationdeclining to 92.3%. Our spot presence has further increased significantly from those levels in the second half of 2021 as two vessels that came off expiring time charters have more recently been operating in the spot market. This reflects,principally, the weak conditions that have been prevailing in the product and crude oil tanker charter markets in 2021, in which circumstances we generally prefer not to lock-in our vessels for extended periods at the low rates currently availableunder time or bareboat period charters. Operating vessels in the spot market, however, can result in decreased utilization, revenues and profitability in weak charter markets, as compared to periods of stronger markets or employment on periodcharters entered into during more favorable market conditions. This has been the case for our vessels operating in the spot market in the second half of 2021 and may continue to be the case for our vessels until conditions in the crude oil andproduct tanker charter markets begin to improve. With any improvement in market conditions, we expect we will seek to employ our vessels on a higher percentage of period charters, principally time charters, if attractive rates become available.

Compared to operating in the spot market both time and bareboat period charters offer (1) higher utilization rates, particularly in weakermarkets, (2) lower costs, particularly for bareboat charters under which

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we are not responsible for voyage or operating expenses, while under time charters we are responsible for operating expenses and in the spot market we are responsible for both voyage andoperating expenses, and (3) may generate higher or lower revenues and profit margins depending on market conditions in the product and crude oil tanker charter markets, with generally higher rates than spot charters in weak markets and lower ratesthan spot charters in stronger markets, and at what point in the charter market cycle the bareboat or time charters were entered into. The proportion of time our fleet operates on bareboat charters versus time charters affects our revenues andexpenses, as vessels employed on bareboat charters generate lower revenues and expenses, because under bareboat charters we are not responsible for either voyage expenses or, unlike time charters, operating expenses, and the charter rates forbareboat charters are correspondingly lower. Profit margins for vessels employed on bareboat charters are generally somewhat lower than time charters, reflecting the lack of exposure to operational risk and the risk of operating expense increases.See “—Basis of Presentation and General Information—Revenues” for additional information regarding the different types of charters on which we employ our vessels.

We will be evaluating vessel purchase opportunities to expand our fleet accretive to our earnings and cash flow. Additionally, we willconsider selling certain of our vessels when favorable sales opportunities present themselves. If, at the time of sale, the carrying value is lower than the sales price, we will realize a gain on sale, which will increase our earnings, but if, atthe time of sale, the carrying value of a vessel is more than the sales price, we will realize a loss on sale, which will negatively impact our earnings. Please see “—Critical Accounting Policies”, below, for a further discussion ofthe consequences of selling our vessels for amounts below their carrying values.

Factors Affecting Our Results of Operations

We believe that the important measures for analyzing trends in the results of our operations consist of the following:

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Our ability to control our fixed and variable expenses, including those for commission expenses, crew wages and relatedcosts, the cost of insurance, expenses for repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses also affect our financial results. Factors beyond our control, such as developments relatingto market premiums for insurance and the value of the U.S. dollar compared to currencies in which certain of our expenses, primarily crew wages are denominated, can also cause our vessel operating expenses to increase. In addition, our net income isaffected by any financing arrangements, including any interest rate swap arrangements.

Impact of COVID-19 onour Business

The spread of the COVID-19 virus, which was declared a pandemic by the WorldHealth Organization in March 2020, has caused and will likely continue to cause substantial disruptions in the global economy and trade, including reduced demand for energy, with many countries, ports and organizations, including those where weconduct a large part of our operations, having implemented measures to combat the outbreak, such as quarantines and travel restrictions. It also negatively impacted global economic activity and demand for energy, including refined petroleum productsand oil, in the second half of 2020 and the first half of 2021, and despite some recovery recently, may continue to negatively impact global economic activity and demand for energy. The global response to the outbreak and the economic impactthereof, in particular decreased energy demand and lower oil prices, adversely affected our ability to secure charters at attractive rates in 2020, and may continue to do so, particularly for our vessels operating in the spot market and withcharters expiring in 2022, if the efforts to contain the pandemic are less effective than hoped and the recent improvement in energy demand falters, as demand for additional charters could continue to be affected. Our business, and the tankershipping industry as a whole, is also likely to be impacted by delays in crew changes as well as delays in the construction of new-build vessels, scheduled dry-dockings,intermediate or special surveys of vessels and ship repairs and upgrades, as well as reducing the availability of financing. Complications relating to changing crews due to restrictions in various ports throughout the world increased the costsrelated to these activities in 2020, and may continue to do so in 2021. The extent to which COVID-19 will impact our future results of operations and financial condition will depend on future developments,which are highly uncertain and cannot be predicted, including new information which may emerge concerning the duration and severity of the pandemic and the actions to contain or treat its impact.

In response to the pandemic, we have instituted enhanced safety protocols such as regular disinfection of ouron-shore facilities, regular employee COVID-19 testing, digital temperature reading facilities, limitation of on-site visitorsand travel, mandatory self-isolation of personnel returning from travel and replacing physical meetings with virtual meetings. We expect to continue such measures, which have not had a significant impact on our expenses, to some degree until thepandemic abates. In addition, the prevailing low interest rates have

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been at low levels in part due to actions taken by central banks to stimulate economic activity in the face of the pandemic.

Basis of Presentation and General Information

Revenues

Our voyage revenues aredriven primarily by the number of vessels in our fleet, the number of voyage days during which our vessels generate revenues, the mix of charters our vessels are employed on and hire that our vessels earn under charters which, in turn, are affectedby a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs, maintenance andupgrade work, the age, condition and specifications of our vessels and the levels of supply and demand in the product tanker and crude oil tanker charter markets.

We employ our vessels under time, bareboat and spot charters. Bareboat charters provide for the charterer to bear the cost of operating thevessel and as such typically market rates for bareboat charters are lower than those for time charters. Vessels operating on period charters, principally time and bareboat charters, provide more predictable cash flows, but can yield lower profitmargins than vessels operating in the spot charter market during periods characterized by favorable market conditions. As a result, during the time our vessels are committed on period charters we will be unable, during periods of improving chartermarkets, to take advantage of improving charter rates as we could if our vessels were employed only on spot charters. Vessels operating in the spot charter market generate revenues that are less predictable but may enable us to capture increasedprofit margins during periods of high rates in the charter market, although we are exposed to the risk of having to seek to employ our vessels at low prevailing rates in weak market conditions, and may have a materially adverse impact on our overallfinancial performance. If we commit vessels on period charters, future spot market rates may be higher or lower than those rates at which we have time chartered our vessels.

Voyage Expenses

Voyage expensesinclude port and canal charges, bunker (fuel oil) expenses and commissions. These charges and expenses increase in periods during which vessels are employed on the spot market, because under these charters, these expenses are for the account of thevessel owner. Under period charters, these charges and expenses, including bunkers (fuel oil) but excluding commissions which are always paid by the vessel owner, are paid by the charterer. Bunkers (fuel oil) accounted for 67.8% of total voyageexpenses for the six months ended June 30, 2021, 50.6% of total voyage expenses for the year ended December 31, 2020 and 13.5% of total voyage expenses for the year ended December 31, 2019. Commissions on hire are paid to our managerStealth Maritime and/or third-party brokers. Stealth Maritime receives a fixed brokerage commission of 1.25% on freight, hire and demurrage for each vessel based on our management agreement. As of September 30, 2021, we had two of our vesselsoperating in the spot market for which we pay voyage expenses.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses for repairs and maintenance, the cost of sparesand consumable stores, tonnage taxes and other miscellaneous expenses. Our ability to control these fixed and variable expenses, also affects our financial results. In addition, the type of charter under which our vessels are employed (time,bareboat or spot charter) also affects our operating expenses because we do not pay the operating expenses of vessels that we deploy on bareboat charters. Factors beyond our control, some of which may affect the shipping industry in general,including, for instance, developments relating to market prices for insurance and regulations related to safety and environmental matters may also cause these expenses to increase.

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Management Fees

During each of the six months ended June 30, 2021 and 2020 and the years ended December 31, 2019 and 2020, we paid Stealth Maritime, ourfleet manager, a fixed rate management fee of $440 per day for each vessel in our fleet under spot or time charter and a fixed rate fee of $125 per day for each of the vessels operating on bareboat charter. These rates will remain the same after theSpin-off Distribution, under our new management agreement with Stealth Maritime. Our Manager also receives a fee equal to 1.0% calculated on the price stated in the relevant memorandum of agreement for anyvessel bought or sold by them on our behalf. From these management fees paid to Stealth Maritime, Stealth Maritime pays one technical manager that is responsible for the technical management of some of our vessels that are not technically managed byStealth Maritime on a day-to-day basis.

General and AdministrativeExpenses

We incur general and administrative expenses that consist primarily of legal fees, audit fees, office rental fees,officers and board remuneration or reimbursement, directors’ and officers’ insurance, listing fees and other general and administrative expenses. Our general and administrative expenses also include our direct compensation expenses and thevalue of non-cash executive services provided through, and other expenses arising from, our management agreement with Stealth Maritime, our directors’ compensation and the value of the lease expense forthe space we rent from Stealth Maritime. For our compensation expenses, pursuant to our management agreement, we will initially reimburse Stealth Maritime for its payment of the compensation of our Chief Executive Officer for the first 12 monthsfollowing the spin- off and then our Board will agree upon any further management compensation. With regards to the carve-out financial statements of Imperial Petroleum Inc. Predecessor, an allocation ofgeneral and administrative expenses incurred by StealthGas Inc. has been included in General and administrative expenses based on the number of calendar days the vessels to be contributed operated under StealthGas Inc.’s fleet compared to thenumber of calendar days of the total StealthGas Inc.’s fleet. We expect the aggregate cash compensation to our officers in the first year following the Spin-Off Distribution to be approximately$0.3 million.

Inflation

Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationarypressures appear, these pressures would increase our operating, voyage, administrative and financing expenses.

Depreciation and Dry docking

The carrying value of our vessels includes the original cost of the vessels plus capitalized expenses since acquisition relatingto improvements and upgrading of the vessels, less accumulated depreciation and less any impairment. We depreciate our vessels on a straight-line basis, from the date they were originally built over their estimated useful lives, determined to be 25years. Depreciation is based on cost less the estimated scrap value of the vessels which equals $350 per light weight ton. We expense costs associated with dry dockings and special and intermediate surveys as incurred which may affect the volatilityof our results. During 2020, we drydocked our Aframax tanker at a total cost of $0.9 million, while in 2019 we did not dry dock any vessels. We have no scheduled drydockings for 2021.

Interest Expense and Finance Costs

As of June 30, 2021 we did not have any outstanding indebtedness; however, we expect to incur $28.0 million of indebtedness under our NewSenior Secured Credit Facility, which we will enter into prior to the Spin-Off Distribution, to refinance outstanding indebtedness of StealthGas secured by the four vessels that it is contributing to us, whichwill bear interest at a rate of LIBOR plus 1.95% per annum. See “Liquidity and Capital

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Resources—Credit Facilities.” We will incur interest expenses under this credit facility any new credit facilities we enter into to finance or refinance the purchase price of additionalvessels as described in the “—Liquidity and Capital Resources” section below. We will also incur financing costs in connection with establishing those facilities, which will be deferred and amortized over the period of the facility,which we will also include in interest expense.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our combined financial statements, which havebeen prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure ofcontingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially differentresults under different assumptions and conditions. We have described below what we believe are our most critical accounting policies that involve a high degree of judgment and the methods of their application. For a description of all of oursignificant accounting policies, see Note 2 to our combined carve-out financial statements included elsewhere herein.

Impairment or disposal oflong-lived assets:

We follow the Accounting Standards Codification (“ASC”) Subtopic 360-10, “Property, Plant and Equipment” (“ASC 360-10”), which requires long-lived assets used in operations be reviewed for impairment whenever events orchanges in circumstances indicate that the carrying amount of the assets may not be recoverable. On a quarterly basis, in case an impairment indicator exists, we perform an analysis of the anticipated undiscounted future net cash flows of ourlong-lived assets. If the carrying value of the related asset exceeds the undiscounted cash flows and the fair market value of the asset, the carrying value is reduced to its fair value and the difference is recorded as an impairment loss in theconsolidated statement of operations.

We review certain indicators of potential impairment, such as vessel fair values, vessel sales andpurchases, business plans and overall market conditions including any regulatory changes that may have a material impact on the vessel lives. The decline in the values of our vessels was considered to be an indicator of potential impairment. As ofthe end of each respective quarter of 2020, we performed step one, the undiscounted cash flow test as required by the ASC guidance. We determined undiscounted projected net operating cash flows for each vessel with carrying value exceeding its fairvalue and compared it to the vessel’s carrying value. This assessment was made at the individual vessel level since separately identifiable cash flow information for each vessel was available. In developing estimates of future cash flows to begenerated over remaining useful lives of the vessels, we made assumptions about the future, such as: (1) vessel charter rates, (2) vessel utilization rates, (3) vessel operating expenses, (4) dry docking costs, (5) vesselscrap values at the end of vessels’ remaining useful lives and (6) the remaining useful lives of the vessels. These assumptions were based on historical trends as well as future expectations in line with our historical performance and ourexpectations for future fleet utilization under our current fleet deployment strategy, vessel sales and purchases, and overall market conditions.

Projected cash flows were determined for the vessels by considering the revenues from existing charters for those vessels that have long termemployment, and revenue estimates based on nine-year historical average rates (base rate) for periods for which there is no charter in place. With regards to operating expenses, these were based on historical trends and utilization rate was assumedto be 94%. Such assumptions are highly subjective.

The carrying values of our vessels may not represent their fair market value at anypoint in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of new-buildings.

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Sensitivity Analysis.

The impairment test is highly sensitive to variances in future charter rates. When we conducted the analysis of the impairment test as of June30, 2021 and as of December 31, 2020 we also performed a sensitivity analysis related to the future cash flow estimates. Set forth below is an analysis, as of June 30, 2021 and as of December 31, 2020, of the percentage difference betweenthe current average rates for our fleet compared with the base rates used in the impairment test as described above, as well as an analysis of the impact on our impairment analysis if we were to utilize the most recent five-year, three-year and one-year historical average rates, which shows the number of vessels whose carrying value would not have been recovered and the related impairment charge.

Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate,such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve by any significant degree. Charter rates may remain at relatively lowlevels for some time, or decline, which could adversely affect our revenue and profitability, and future assessments of vessel impairment.

Based on the carrying value of each of our vessels held for use as of June 30, 2021 and as of December 31, 2020 and what we believe thecharter-free market values of each of these vessels was as of these dates, all four of our owned vessels in the water had current carrying values above their market values. We believe that the aggregate carrying value of these vessels, assessedseparately, exceeds their aggregate charter-free market value by approximately $38 million, $42 million and $37 million as of June 30, 2021, December 31, 2020 and December 31, 2019, respectively. However, we believe that with respectto each of these four vessels, we will recover their carrying values at the end of their useful lives, based on their undiscounted cash flows.

Vessel depreciation:

Werecord the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation and impairment, if any. Wedepreciate our vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from date of initial delivery from the shipyard. Depreciation is based on cost less the estimated scrap value of the vessels which equals$350 per light weight ton. We believe that a 25-year depreciable life is consistent with other product tanker and crude tanker vessel owners and reflects management’s intended use. Depreciation is basedon cost less the estimated residual scrap value. An increase in the useful life of the vessel or in the residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the usefullife of the vessel or in the residual value would have the effect of increasing the annual depreciation charge. No events or circumstances occurred in 2020 and during the 6-month period ended June 30, 2021 that would require us to revise estimatesrelated to depreciation and such revisions are not expected to occur in the future.

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Implications of Being an Emerging Growth Company

We had less than $1.07 billion in revenue during our last fiscal year, which means that we qualify as an “emerging growthcompany” as defined in the Jumpstart Our Business Startups Act, or JOBS Act. An emerging growth company may take advantage or specified reduced reporting and other burdens that are otherwise applicable generally to public companies. Theseprovisions include:

We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering orsuch earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if, among other things, we have more than $1.07 billion in “total annual gross revenues” during the most recentlycompleted fiscal year. We may choose to take advantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different frominformation provided by other public companies. We are choosing to “opt out” of the extended transition period relating to the exemption from new or revised financial accounting standards and as a result, we will comply with new or revisedaccounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies. Section 107 of the JOBS Act provides that our decision to opt out ofthe extended transition period for complying with new or revised accounting standards is irrevocable.

Results of Operations

Six months ended June 30, 2021 compared to six months ended June 30, 2020

The average number of vessels in our fleet was 4.0 for each of the six months ended June 30, 2021 and the six months ended June 30, 2020.

REVENUES—Voyage revenues for the six months ended June 30, 2021 were $9.2 million compared to $9.0 million for the six months ended June30, 2020 an increase of $0.2 million, primarily due to higher revenues stemming from our voyage charter revenues along with a reduction of our bareboat activity, which generate lower revenue, as our bareboat days declined in the first six months of2021 when compared to the first six months of 2020 by 30.9%. Total calendar days for our fleet were 724 for the six months ended June 30, 2021 compared to 728 for the six months ended June 30, 2020. Of the total calendar days for the first sixmonths of 2021, 181 or 25.0% were bareboat charter days, 350 or 48.3% were time charter days and 181 or 25.0% were spot days. This compares to 262 or 36.0% bareboat charter days, 376 or 51.6% were time charter days and 86 or 11.8% spot days in thefirst six months of 2020. Our fleet operational utilization was 92.3% and 99.5% for the six months ended June 30, 2021 and six months ended June 30, 2020 respectively.

VOYAGE EXPENSES—Voyage expenses were $1.9 million for the six months ended June 30, 2021 compared to $0.8 million for the six monthsended June 30, 2020. This increase of voyage expenses by $1.1 million is attributable to the increase of spot presence. For the year ended June 30, 2021 our spot presence was 181 days compared to 86 days in the first six months of 2020. Voyageexpenses consisted largely of bunker charges amounting to $1.3 million for the first six months of 2021, accounting for 68.4% of total voyage

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expenses. Voyage expenses also included port expenses of $0.4 million for the six months ended June 30, 2021, corresponding to 21.1% of total voyage expenses, and commission to third partieswhich were $0.3 million, equivalent to 15.8% of total voyage expenses for the six months ended June 30, 2021. For the six months ended June 30, 2020 our spot charter activity was limited hence total voyage expenses amounted to $0.8 million.

VESSEL OPERATING EXPENSES—Vessel operating expenses were $3.7 million for the six months ended June 30, 2021 compared to $3.4 million forthe six months ended June 30, 2020, an increase of $0.3 million, or 8.8%. The increase in operating expenses was primarily due to the reduction in the number of our vessels on bareboat, since under bareboat charter arrangements we are notresponsible for vessel operating expenses, and crew expenses related to COVID-19.

MANAGEMENT FEES—Management fees were $0.3 millionfor the six months ended June 30, 2021 compared to $0.2 million for the six months ended June 30, 2020, an increase of $0.1 million or 50%. The increase was due to the reduction of vessels under bareboat charter arrangements. The daily managementfees per vessel did not change during these periods and remained at $440 per day for vessels under time and spot charter and $125 per day for vessels under bareboat charter.

GENERAL AND ADMINISTRATIVE EXPENSES—General and administrative expenses were $0.2 million for the six months ended June 30, 2021 and $0.1million for the six months ended June 30, 2020.

DEPRECIATION—Depreciation expenses were $4.3 million for each of the six monthsended June 30, 2021 and six months ended June 30, 2020, respectively.

NET LOSS/PROFIT—As a result of the above factors, we recordeda net loss of $1.2 million for the six months ended June 30, 2021 compared to a net profit of $0.1 million for the six months ended June 30, 2020.

Year ended December 31, 2020 compared to year ended December 31, 2019

The average number of vessels in our fleet was 4.0 for the year ended December 31, 2020 and the year ended December 31, 2019,respectively.

REVENUES—Voyage revenues for the year ended December 31, 2020 were $ 20.3 million compared to$13.3 million for the year ended December 31, 2019, an increase of $7.0 million, primarily due to higher revenues stemming from our time charter contracts along with a reduction of our bareboat activity, as our bareboat days declinedin 2020 when compared to year 2019 by 49.3%, Total calendar days for our fleet were 1,464 for the year ended December 31, 2020 compared to 1,460 for the year ended December 31, 2019. Of the total calendar days in 2020, 446 or 30.5% werebareboat charter days, 615 or 42.0% were time charter days and 356 or 24.3% were spot days. This compares to 880 or 60.3% bareboat charter days, 569 or 39.0% were time charter days and 7 or 0.5% spot days in 2019. Our fleet operational utilizationwas 95.7% and 99.7% for the years ended December 31, 2020 and December 31, 2019, respectively.

VOYAGE EXPENSES—Voyageexpenses were $3.2 million for the year ended December 31, 2020 compared to $0.6 million for the year ended December 31, 2019. This increase of voyage expenses by $2.6 million is attributable to the increase of spotpresence. For the year ended December 31, 2020 our spot presence was 356 days compared to 7 days in the year 2019. Voyage expenses consisted largely of bunker charges amounting to $1.6 million for 2020, accounting for 50% of total voyageexpenses. Voyage expenses also included port expenses of $0.8 million for the year ended December 31, 2020, corresponding to 25% of total voyage expenses, and commission to third parties which were $0.5 million, equivalent to 15.6% oftotal voyage expenses for year 2020. For the year ended December 31, 2019 our spot charter activity was very limited hence total voyage expenses amounted to $0.6 million which are significantly lower compared to the voyage expensesincurred for the year ended December 31, 2020.

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VESSEL OPERATING EXPENSES—Vessel operating expenses were $7.2 million for the yearended December 31, 2020 compared to $3.8 million for the year ended December 31, 2019, an increase of $3.4 million, or 89.5%. The increase in operating expenses was primarily due to the reduction in the number of our vessels onbareboat- since under bareboat charter arrangements we are not responsible for vessel operating expenses.

DRY DOCKING COSTS—Drydocking costs were $0.9 million for the year ended December 31, 2020 compared to $0.02 million for the year ended December 31, 2019, an increase of $0.88 million. Dry docking costs for the year ended December 31, 2020related to the dry docking of our Aframax tanker.

MANAGEMENT FEES—Management fees were $0.5 million for the yearended December 31, 2020 compared to $0.4 million for the year ended December 31, 2019, an increase of $0.1 million or 25%. The increase was due to the reduction of vessels on bareboat. The daily management fees per vessel did notchange during these periods and remained at $440 per day for vessels under time and spot charter and $125 per day for vessels under bareboat charter.

GENERAL AND ADMINISTRATIVE EXPENSES—General and administrative expenses for the year ended December 31, 2020 were $0.2 millioncompared to $0.3 million for the year ended December 31, 2019, a decrease of $0.1 million or 33.3%, mainly due to fact that for the year ended December 31, 2019 share based compensation expenses were incurred by StealthGas Inc.and allocated to the carve-out entities which was not the case for the year ended December 31, 2020 since all the shares awarded by StealthGas Inc. under its equity compensation plan vested in August2019.

DEPRECIATION—Depreciation expenses for the year ended December 31, 2020 and the year ended December 31, 2019 were$8.6 million for each year.

NET LOSS—As a result of the above factors, we recorded a net loss of $0.4 million for the eachof the years ended December 31, 2020 and December 31, 2019.

Recent Accounting Pronouncements

Please refer to Note 2 of the financial statements included elsewhere in this prospectus.

Liquidity and Capital Resources

As ofJune 30, 2021, we had cash and cash equivalents of $3.3 million and $1.2 million in restricted cash, classified as current assets.

Our principal sources of funds for our liquidity needs are cash flows from operations. Potential additional sources of funds include equityofferings and bank borrowings. Our principal use of funds has been to acquire our vessels, maintain the quality of our vessels, and fund working capital requirements.

Our liquidity needs, as of June 30, 2021, primarily relate to funding expenses for operating our vessels, any vessel improvements that may berequired and general and administrative expenses.

As of June 30, 2021, we did not have any outstanding indebtedness; however, we expectto incur approximately $28.0 million of indebtedness under our New Senior Secured Credit Facility, which we will enter into prior to the Spin-Off Distribution, to refinance outstanding indebtedness ofStealthGas secured by the four vessels that it is contributing to us. We believe that our working capital is sufficient for our present short-term liquidity requirements. We believe that, unless there is a major and sustained downturn in marketconditions applicable to our specific shipping industry segment, our internally generated cash flows will be sufficient to fund our operations, including working capital requirements, for at least 12 months taking into account any possible capitalcommitments and debt service requirements.

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For a description of our New Senior Secured Credit Facility please refer to the discussionunder the heading “—Credit Facilities” below.

Our dividend policy will also affect our liquidity position. See“Common Shares Dividend Policy.” We will also have approximately 795,878 Series A Preferred Shares outstanding after the Spin-Off Distribution, which will have a dividend rate of 8.75% per annum per$25.00 of liquidation preference per share.

Cash Flows

As of June 30, 2021, we had a working capital surplus of $2.2 million. Our cash balance amounted to $3.3 million and our restrictedcash amounted to $1.2 million, as of June 30, 2021.

Net cash provided by operating activities—was $3.3 million forthe six months ended June 30, 2021 and $5.1 million for the six months ended June 30, 2020. This represents the net amount of cash, after expenses, generated by chartering our vessels. Net cash provided by operating activities decreased in thesix months ended June 30, 2021 compared to the six months ended June 30, 2020 by $1.8 million mainly due to the decrease of our charter equivalent revenues. Net cash provided by operating activities was $8.9 million for the year ended December 31,2020 and $8.6 million for the year ended December 31, 2019. Net cash provided by operating activities increased in 2020 compared to 2019 by $0.3 million mainly due to inflows from our parent.

Net cash used in investing activities—was $0.1 million for the six months ended June 30, 2021 and $nil for the six months endedJune 30, 2020. Net cash used in investing activities increased in the six months ended June 30, 2021 compared to the six months ended June 30, 2020 due to the costs relating to improvements incurred for our Aframax tanker. Net cash used in investingactivities was an outflow of $0.7 million in 2020, while net cash used in investing activities was nil for the year ended December 31, 2019. Net cash used in investing activities increased in 2020 compared to 2019, mainly due to theinvestment of water ballast system installation on our Aframax tanker.

Net cash used in financing activities— As part ofStealthGas, we are dependent upon StealthGas for the major part of our working capital and financing requirements as StealthGas uses a centralized approach to cash management and financing of its operations. Financial transactions are accounted forthrough the Net Parent Investment account. Accordingly, none of StealthGas’s cash and cash equivalents or debt at the corporate level have been assigned to us in the audited combined carve-out financialstatements. Net Parent Investment represents StealthGas’s interest in our net assets and includes our cumulative losses as adjusted for cash distributions to and cash contributions from StealthGas. The related transactions with StealthGas arereflected in the accompanying combined carve-out statements of cash flows as a financing activity.

The increase in the cash outflows for financing activities in 2020 compared to 2019 is mainly attributed to the increase in net distributionsto StealthGas from $3.8 million in 2019 to $9.2 million in 2020. The increase in the cash outflows for financing activities for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 is mainly attributed to theincrease in net distributions to StealthGas from $5.6 million in the six months ended June 30, 2020 to $6.3 million in the six months ended June 30, 2021.

As and when we identify assets that we believe will provide attractive returns, we generally expect to enter into specific term loanfacilities and borrow amounts under these facilities as the vessels are delivered to us. This is the primary driver of the timing and amount of cash provided to us by our financing activities, however, from time to time to bolster our cash positionand take advantage of financing opportunities, including to refinance the acquisition cost of vessels acquired earlier, we may in the future borrow under credit facilities secured by previously unencumbered vessels in our then-existing fleet.

Credit Facilities

We operate in acapital intensive industry which requires significant amounts of investment, and we expect to fund a significant portion of this investment through long term debt. We will maintain debt levels we

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consider prudent based on our market expectations, cash flow, interest coverage and percentage of debt to capital. StealthGas, and the subsidiaries that own the four tankers that comprise ourfleet, entered into credit facilities in connection with financing the acquisition of these vessels. We have obtained a term sheet from DNB for a senior secured credit facility to refinance the outstanding balances under these credit facilities thathave been entered into by StealthGas for which the four tankers serve as security, which is subject to completion of satisfactory definitive documentation and other customary conditions. See “—Proposed Senior Secured Credit Facility.”

Proposed Senior Secured Credit Facility. In connection with the planned refinancing and consolidation ofStealthGas’ existing credit facilities collateralized by our vessels, we have obtained a term sheet from DNB for a new senior secured term loan facility (the “New Senior Secured Credit Facility”), for which we are currentlynegotiating definitive documentation that we will enter into prior to the Spin-Off Distribution.

The New Senior Secured Credit Facility is expected to be in an amount equal to the lesser of (i) $28.0 million and (ii) 60% of thecharter-free market value of the four vessels in our fleet, each of which will be mortgaged thereunder. We expect that borrowings under the New Senior Secured Credit Facility will bear interest at an annual interest rate of LIBOR plus a margin of1.95%. We expect to be required to repay principal amounts in semi-annual installments together with a balloon payment on the final maturity date, which is expected to be the fifth anniversary of drawdown, based on an amortization profile ofapproximately 18 years.

The New Senior Secured Credit Facility will be secured by customary shipping industry collateral includingmortgages and other security relating to our four vessels. We expect our New Senior Secured Credit Facility to contain collateral coverage covenants and certain financial and other covenants and events of default, which are described below,substantially similar to those contained in the existing credit facilities secured by our vessels.

Our New Senior Secured Credit Facilityis expected to contain financial covenants requiring us to:

Our New Senior Secured Credit Facility is expected to also require that members of the Vafias family at all times ownat least 10% of our outstanding capital stock and certain of our loan agreements provide that it would be an event of default if Harry Vafias ceased to serve as an executive officer or director of our company, the Vafias family ceased to control ourcompany.

Our New Senior Secured Credit Facility is expected to contain customary events of default with respect to us and oursubsidiaries, including upon the non-payment of amounts due under the credit facility; breach of covenants; matters affecting the collateral under such facility; insolvency proceedings and the occurrence ofany event that, in light of which, the lender considers that there is a significant risk that the borrowers are, or will later become, unable to discharge their liabilities as they fall due. Under the expected terms of our New Senior CreditFacility, we will be generally permitted to declare or pay cash dividends so long as we are not in default thereunder or would be in default as a result of such dividend payment.

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Our New Senior Secured Credit Facility is expected to provide that upon the occurrence of anevent of default, the lenders may require that all amounts outstanding under the credit facility be repaid immediately and terminate our ability to borrow under the credit facility and foreclose on the mortgages over the vessels and the relatedcollateral. Our New Senior Secured Credit Facility is also expected to contain cross-default clauses.

Capital Expenditures

We may make capital expenditures from time to time in connection with our vessel acquisitions. As of the date of this prospectus, we do nothave any agreements to acquire additional vessels or for any other material capital expenditures. Please refer to section above “Liquidity and Capital Resources – Cash Flows” for a discussion of how we plan to cover our workingcapital requirements and possible capital commitments.

Trend Information

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. Indicatively, during the ten-year period from the third quarter of 2011 through the second quarter of 2021, average earnings for an Aframax tanker fluctuated between $5,713 to $52,853 per day on a quarterly basis. Similarly, average MRtanker earnings fluctuated between $6,283 to $26,688 per day over the same period. Asset values are also subject to price fluctuations and market cyclicality. For example, the price of a 5-year-old Aframax tanker fluctuated between $27.0 million and $46.0 million during the ten-year period from the third quarter of 2011 through the secondquarter of 2021 while the price of a 5-year-old MR tanker ranged between $22.0 million and $31.0 million over the same period.

In late 2019 and during the first half of 2020, tanker shipping charter rates reached near record highs driven mainly by extraordinaryfloating storage demand and dropped to less than operating cost levels by the end of the year. Specifically, average Aframax tanker earnings spiked over $50,000 per day in the fourth quarter of 2019 as compared to approximately $5,700 per day in thefourth quarter of 2020 and $7,648 per day in the second quarter of 2021. Similarly, average MR tanker earnings stood at approximately $20,000 per day in the fourth quarter of 2019 before dropping to approximately $6,400 per day in the fourth quarterof 2020 and stood at $6,880 in the second quarter of 2021.

Seaborne oil trade was severely affected by the impact of Covid-19 pandemic through disruptions arising from lockdowns in many countries and OPEC+ production cuts. Crude trade contracted by 6.5% to 295.1 million dwt in 2020 as compared to 315.7 million dwt in2019. Similarly, products trade declined by approximately 10% to 113.8 million dwt in 2020 as compared to 126.9 million dwt in 2019.

The tanker market fundamentals remain challenging in the short term, with the impacts of the pandemic continuing to put pressure in tankerdemand along with the unwinding of floating storage which stood at 4% of fleet capacity in June 2021 from 5% at the end of 2020 and 10% at the May 2020 peak. Overall, crude tanker dwt demand is projected to increase by 1.5% in the year 2021 and by afurther 5% in 2022, and product tanker demand is expected to increase by approximately 8% as oil demand recovers further and OPEC+ output restrictions ease out. The crude tanker trading fleet is expected to increase by approximately 4.5% in 2021 asfurther ships exit storage while the product tanker fleet is expected to increase by approximately 3%.

See “Business—The TankerIndustry.”

Off-Balance Sheet Arrangements

As of June 30, 2021, we did not have any off-balance sheet arrangements.

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Contractual Obligations and Commitments

Contractual obligations as of December 31, 2020 were:

Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated pro forma effects of the Spin-Off Distribution based on the historical results of operations of Imperial Petroleum Inc. Predecessor.

Theaccompanying unaudited pro forma condensed combined financial information gives effect to transaction accounting adjustments that reflect the new debt to be incurred following the Spin-Off Distribution and toautonomous entity adjustments that reflect incremental expenses or other changes necessary to reflect Imperial Petroleum Inc. Predecessor’s financial condition and results of operations as if it were a separate stand-alone entity.

The management agreement that we will enter into with Stealth Maritime, prior to the Spin-Off Distribution, for technical, administrative, commercial andcertain other services, will be on substantially the same terms as the management agreement between StealthGas and Stealth Maritime, including the same fee levels. Therefore no adjustment is necessary nor has any adjustment been made to the proforma condensed combined financial information.

The unaudited pro forma condensed combined balance sheet gives effect to the Spin-Off Distribution as if it had occurred on June 30, 2021 and the unaudited pro forma condensed combined statements of operations give effect to the Spin-Off Distributionas if it had occurred on January 1, 2020.

The unaudited pro forma condensed combined financial information is provided for informational purposesonly. The unaudited pro forma condensed combined financial information is not necessarily indicative of operating results that would have been achieved had the Spin-Off Distribution been completed at the datesindicated and does not intend to project the future financial results of Imperial Petroleum Inc. after the Spin-Off Distribution. The unaudited pro forma condensed combined balance sheet does not purport toreflect what the Company’s financial condition would have been had the Spin-Off Distribution been completed on June 30, 2021 or for any future or historical period.

The unaudited pro forma condensed combined financial information presented below should be read in conjunction with the following information:

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Unaudited Pro Forma Condensed Combined Balance Sheet