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6-K 1 ef20052309_6k.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-42543

ROBIN ENERGY LTD.
(Translation of registrant’s name into English)

223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒
 
Form 40-F ☐






INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibits 99.1 and 99.2 are the unaudited consolidated interim financial statements and related management’s discussion and analysis of financial condition and results of operations of Robin Energy Ltd. (the “Company”) for the six months ended June 30, 2025.

The information contained in this report on Form 6-K and Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286726 and 333-288459).





Exhibit Index

Exhibit No.
Description
Unaudited Consolidated Interim Financial Statements for the Six Months Ended June 30, 2025
Management’s Discussion and Analysis of Financial Condition and Results of Operations
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
ROBIN ENERGY LTD.
Dated: October 1, 2025
   
 
By:
/s/ Petros Panagiotidis
   
Petros Panagiotidis
   
Chairman and Chief Executive Officer



Exhibit 99.1

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
Page
F-2
F-3
F-4
F-5
F-6

F-1
ROBIN ENERGY LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2024 and June 30, 2025
(Expressed in U.S. Dollars – except for share data)

         
December 31,
   
June 30,
 
ASSETS
 
Note
   
2024
   
2025
 
CURRENT ASSETS:
                 
Cash and cash equivalents
       
$
369
   
$
39,407,386
 
Due from related parties, current
   
3
     
12,376,064
     
262,829
 
Accounts receivable trade
           
416,300
     
720,222
 
Inventories
           
45,595
     
65,941
 
Prepaid expenses and other assets
           
45,612
     
170,403
 
Total current assets
           
12,883,940
     
40,626,781
 
                         
NON-CURRENT ASSETS:
                       
Vessels, net
   
3,5
     
6,875,903
     
6,589,882
 
Due from related parties
   
3
     
388,542
     
388,542
 
Prepaid expenses and other assets, non current
           
357,769
     
357,769
 
Deferred charges, net
   
4
     
1,075,826
     
632,262
 
Total non-current assets
           
8,698,040
     
7,968,455
 
Total assets
         
$
21,581,980
   
$
48,595,236
 
                         
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
                       
CURRENT LIABILITIES:
                       
Accounts payable
           
156,253
     
311,816
 
Due to related parties, current
                 
980,108
 
Accrued liabilities
           
313,905
     
962,088
 
Total current liabilities
           
470,158
     
2,254,012
 
                         
NON-CURRENT LIABILITIES:
                       
Total non-current liabilities
           
     
 
                         
Commitments and contingencies
   
9
             
                         
MEZZANINE EQUITY:
                       
1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 0 and 2,000,000 shares issued and outstanding as of December 31, 2024, and June 30, 2025, respectively, aggregate liquidation preference of $0 and $50,000,000 as of December 31, 2024 and June 30, 2025, respectively
   
7
     
     
25,877,180
 
Total mezzanine equity
           
     
25,877,180
 
                         
SHAREHOLDERS’ EQUITY:
                       
Former Net Parent Company investment
         
$
21,111,822
   
$
 
Common shares, $0.001 par value; 1,000 and 3,900,000,000 shares authorized; 1,000 and 5,994,731 shares issued; 1,000 and 5,994,731 shares outstanding as of December 31, 2024, and June 30, 2025 respectively
   
6
     
1
     
5,995
 
Preferred shares, $0.001 par value: 0 and 100,000,000 shares authorized; Series B preferred shares: 0 and 40,000 shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively
   
6
     
     
40
 
Additional paid-in capital
           
     
20,704,388
 
Due from stockholder
            (1 )    
 
Accumulated deficit
           
      (246,379 )
Total shareholders’ equity
           
21,111,822
     
20,464,044
 
Total liabilities, mezzanine equity and shareholders’ equity
           
21,581,980
     
48,595,236
 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2
ROBIN ENERGY LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the six months ended June 30, 2024 and 2025
(Expressed in U.S. Dollars – except for share data)

         
Six months Ended
June 30,
   
Six months Ended
June 30,
 
   
Note
   
2024
   
2025
 
REVENUES:
                 
Pool revenues
   
11
     
4,019,697
     
3,598,828
 
Total vessel revenues
           
4,019,697
     
3,598,828
 
                         
EXPENSES:
                       
Voyage expenses (including $50,221 and $116,068 to related party for the six months ended June 30, 2024, and 2025, respectively)
   
3,12
     
(156,626
)
   
(410,169
)
Vessel operating expenses
   
12
     
(1,135,874
)
   
(1,238,068
)
Management fees to related parties
   
3
     
(189,098
)
   
(193,851
)
Depreciation and amortization
   
4,5
     
(463,714
)
   
(729,585
)
General and administrative expenses (including $79,619 and $222,185 to related party for the six months ended June 30, 2024, and 2025, respectively)
   
3
     
(681,605
)
    (756,423 )
Total expenses
         
$
(2,626,917
)
 
$
(3,328,096
)
                         
Operating income
         
$
1,392,780
   
$
270,732
 
                         
OTHER (EXPENSES)/INCOME:
                       
Finance costs
           
(8,132
)
   
(6,022
)
Interest income
           
     
169,895
 
Foreign exchange gains/(losses)
           
89
     
(822
)
Total other (expenses)/income, net
         
$
(8,043
)
 
$
163,051
 
                         
Net income, before taxes
         
$
1,384,737
   
$
433,783
 
Income taxes
           
(22,497
)
   
 
Net income and comprehensive income
         
$
1,362,240
   
$
433,783
 
Dividend on Series A Preferred Shares
   
3,14
     
     
(106,944
)
Net income attributable to common shareholders
         
$
1,362,240
   
$
326,839
 
Earnings per common share, basic
   
10
     
0.57
     
0.13
 
Earnings per common share, diluted
   
10
     
0.09
     
0.03
 
Weighted average number of common shares, Basic
   
10
     
2,386,731
     
2,603,322
 
Weighted average number of common shares, Diluted
   
10
     
16,023,385
     
16,239,976
 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3
ROBIN ENERGY LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND MEZZANINE EQUITY
For the six months ended June 30, 2024 and 2025
(Expressed in U.S. Dollars – except for share data)

                                                         
Mezzanine equity
 
   
# of
Series B
Preferred
Shares
   
Par Value
of Preferred
Series B
shares
   
# of Common
shares
   
Par
Value of
Common
Shares
   
Additional
Paid-in
capital
   
Due from
Stockholder
   
Former
Parent
Company
Investment
   
Accumulated
deficit
   
Total
Shareholders’
Equity
   
# of
Series A
Preferred
Shares
   
Mezzanine
Equity
 
Balance, December 31, 2023
   
     
     
     
     
     
     
26,882,903
     
     
26,882,903
     
     
 
Net income and comprehensive income
   

     

     

     

     

     

     
1,362,240
     

     
1,362,240
     

     

 
Net decrease in Former Parent Company Investment
   
     
     
     
     
     
     
(7,663,396
)
   
     
(7,663,396
)
   
     
 
Balance, June 30, 2024
   
     
     
     
     
     
     
20,581,747
     
     
20,581,747
     
     
 
                                                                                         
Balance, December 31, 2024
   
     
     
1,000
     
1
     
     
(1
)
   
21,111,822
     
     
21,111,822
     
     
 
Net income and comprehensive income
   

     

     

     

     

     

     
573,218
     
(139,435
)
   
433,783
     

     

 
Net increase in Former Parent Company investment
   
     
     
     
     
     
     
329,618
     
     
329,618
     
     
 
Cancellation of common shares due to spin off
   
     
     
(1,000
)
   
(1
)
   
     
1
     
     
     
     
     
 
Capitalization at spin off, including Issuance of capital and preferred stock, net of costs (Note 6)
   
40,000
     
40
     
2,386,731
     
2,387
     
5,690,499
     
     
(22,014,658
)
   
     
(16,321,732
)
   
2,000,000
     
25,877,180
 
Issuance of common shares pursuant to registered direct offerings (Note 6)
   
     
     
3,608,000
     
3,608
     
15,013,889
     
     
     
     
15,017,497
     
     
 
Dividend on Series A preferred shares
   
     
     
     
     
     
     
     
(106,944
)
   
(106,944
)
   
     
 
Balance, June 30, 2025
   
40,000
     
40
     
5,994,731
     
5,995
     
20,704,388
     
     
     
(246,379
)
   
20,464,044
     
2,000,000
     
25,877,180
 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4
ROBIN ENERGY LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2024 and 2025
(Expressed in U.S. Dollars)

   
Note
   
Six months ended
June 30,
2024
   
Six months ended
June 30,
2025
 
Cash Flows (used in)/provided by Operating Activities:
                 
Net income
       
$
1,362,240
   
$
433,783
 
Adjustments to reconcile net income to net cash (used in)/provided by Operating activities:
                     
Depreciation and amortization
   
4,5
     
463,714
     
729,585
 
Changes in operating assets and liabilities:
                       
Accounts receivable trade
           
322,055
     
(303,922
)
Inventories
           
(17,709
)
   
(20,346
)
Due from related parties
           
5,793,475
     
12,201,784
 
Prepaid expenses and other assets
           
11,461
     
(124,791
)
Accounts payable
           
(209,322
)
   
(259,998
)
Accrued liabilities
           
126,251
     
410,425
 
Dry-dock costs paid
           
(151,680
)
   
 
Net cash provided by Operating Activities
           
7,700,485
     
13,066,520
 
                         
Cash flow (used in)/provided by Investing Activities:
                       
Capitalized vessel improvements
           
(37,072
)
   
 
Net cash used in Investing Activities
           
(37,072
)
   
 
                         
Cash flows (used in)/provided by Financing Activities:
                       
Net (decrease)/increase in Former Parent Company Investment
           
(7,663,396
)
   
329,618
 
Gross proceeds from issuance of common shares pursuant to registered direct offerings
   
6
     
     
17,157,000
 
Common share issuance expenses pursuant to registered direct offerings
                  (1,501,182 )
Payment of Dividend on Series A Preferred Shares
           
     
(1,389
)
Capital contribution from Former Parent Company due to spin off
   
1,6
     
     
10,356,450
 
Net cash (used in)/provided by Financing Activities
           
(7,663,396
)
   
26,340,497
 
                         
Net increase in cash and cash equivalents
           
17
     
39,407,017
 
Cash and cash equivalents at the beginning of the year
           
351
     
369
 
Cash and cash equivalents at the end of the year
           
368
     
39,407,386
 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

1.         Basis of Presentation and General information:


Robin Energy Ltd. (“Robin”, or the “Company”) was formed on September 24, 2024 as a wholly owned subsidiary of Toro Corp. (“Toro”, or the “Former Parent Company”) under the laws of the Republic of the Marshall Islands. On April 14, 2025 (the “Distribution Date”), Toro completed the Spin-Off of Robin based on the terms approved by the independent disinterested directors of Toro following the recommendation of its special committee of independent disinterested directors. In the Spin-Off, Toro separated its Handysize tanker fleet from its liquefied petroleum gas (“LPG”) carrier fleet by, among other actions, contributing to Robin (i) its interest in the subsidiaries comprising its tanker fleet, Vision Shipping Co., owning one tanker vessel and Xavier Shipping Co. and (ii) $10,356,450 in cash for additional working capital, in exchange for (i) 2,386,731 common shares of Robin, (ii) the issuance to Toro of 2,000,000 1.00% Series A fixed rate cumulative perpetual convertible preferred shares of Robin (the “Series A Preferred Shares”) having a stated amount of $25 per share and a par value of $0.001 per share and (iii) the issuance at par to Pelagos Holdings Corp, a company controlled by Robin’s Chairman and Chief Executive Officer, of 40,000 Series B preferred shares of Toro, par value $0.001 per share (the “Series B Preferred Shares”). Robin’s common shares were distributed on April 14, 2025 pro rata to the shareholders of record of Toro as of April 7, 2025 at a ratio of one Robin common share for every eight Toro common shares. The foregoing transactions are referred to collectively herein as the “Spin-Off”. Robin began trading on the Nasdaq Capital Market (the “Nasdaq”), under the symbol “RBNE”.


In addition, Robin entered into various agreements effecting the separation of its business from Toro including a Contribution and Spin-Off Distribution Agreement entered into by Robin and Toro on April 14, 2025 (the “Contribution and Spin-Off Distribution Agreement”), pursuant to which, among other things, Toro agreed to indemnify Robin and its vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of vessels or subsidiaries Toro retained after the Distribution Date and Robin agreed to indemnify Toro for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the vessels contributed to it or its vessel-owning subsidiaries. The Contribution and Spin-Off Distribution Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between Toro and Robin and provides Toro with certain registration rights relating to Robin’s common shares, if any, issued upon conversion of the Series A Preferred Shares issued to Toro in connection with the Spin-Off. Following the successful completion of the Spin Off on April 14, 2025, Robin reimbursed Toro for expenses related to the Spin-Off that were incurred by Toro, except for any of these expenses that were incurred or paid by any of Robin’s subsidiaries after April 14, 2025.


The Spin-Off has been accounted for as a transfer of business among entities under common control. Accordingly, these accompanying consolidated financial statements of the Company have been presented as if the subsidiaries  were consolidated subsidiaries of the Company for all periods presented and using the historical carrying costs of the assets and the liabilities of the subsidiaries listed below, from their dates of incorporation. As a result, the accompanying consolidated financial statements include the accounts of Robin and its wholly owned subsidiaries (collectively, the “Company”).


The Company is currently engaged in the worldwide transportation of refined petroleum products and liquefied petroleum gas through its vessel-owning subsidiaries (Note 14(b)).


Castor Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), is a related party controlled by Petros Panagiotidis, Robin’s Chairman and Chief Executive Officer. Until June 30, 2022, Castor Ships provided only commercial ship management and chartering services to Company’s subsidiaries. With effect from July 1, 2022, Castor Ships provided ship management and chartering services to the vessels owned by the Company’s subsidiaries. Such services are provided through subcontracting agreements with unrelated third-party managers, entered into with the Company’s subsidiaries’ consent, for the Company’s vessels. Castor Ships provided most of the ship management services from June 7, 2023 for M/T Wonder Mimosa and a third-party manager provided certain ship management services through subcontracting agreements to the vessel.

F-6
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.         Basis of Presentation and General information: (continued)


The subsidiaries which are included in the Company’s unaudited interim condensed consolidated financial statements for the periods presented are listed below.

Consolidated vessel owning subsidiaries:

Company
Country of
incorporation
Date of
incorporation
Vessel Name
DWT
Year
Built
Delivery date to
Vessel owning company
1
Vision Shipping Co. (“Vision”)
Marshall Islands
04/27/2021
M/T Wonder Mimosa
36,718
2006
May 31, 2021

Consolidated non-vessel owning subsidiaries:

1
Robin GMD Corp. (“Robin GMD”) (1)
2
Xavier Shipping Co. (“Xavier”)(2)

(1)
Incorporated under the laws of the Marshall Islands on November 27, 2024, this entity serves as the cash manager of the Company’s subsidiaries with effect from April 14, 2025.
(2)
Incorporated under the laws of the Marshall Islands on April 27, 2021, no longer owns any vessel following the sale of the M/T Wonder Formosa on September 1, 2023, for a gross sale price of $18.0 million and delivery of such vessel to an unaffiliated third-party on November 16, 2023.


The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025 (the “2024 Annual Report”).


The accompanying interim condensed consolidated financial statements are unaudited and include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of its condensed consolidated financial position and results of operations for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.

2.         Significant Accounting Policies and Recent Accounting Pronouncements:


A discussion of the Company’s significant accounting policies can be found in the combined-carve out financial statements for the year ended December 31, 2024, included in the Company’s 2024 Annual Report. Apart from the below, there have been no material changes to these policies in the six-month period ended June 30, 2025.

F-7
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
2.         Significant Accounting Policies and Recent Accounting Pronouncements: (continued)

New significant accounting policies adopted during the six months ended June 30, 2025

Principles of consolidation


The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Robin and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Robin, as the holding company, determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity. Under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810 “Consolidation”, a voting interest entity is an entity in which the total equity investment at risk is deemed sufficient to absorb the expected losses of the entity, the equity holders have all the characteristics of a controlling financial interest and the legal entity is structured with substantive voting rights. The holding company consolidates voting interest entities in which it owns all, or at least a majority (generally, greater than 50%) of the voting interest. Variable interest entities (“VIE”) are entities, as defined under ASC 810, that in general either have equity investors with non-substantive voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. The holding company has a controlling financial interest in a VIE and is, therefore, the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. A VIE should have only one primary beneficiary which is required to consolidate the VIE. A VIE may not have a primary beneficiary if no party meets the criteria described above. The Company evaluates all arrangements that may include a variable interest in an entity to determine if it is the primary beneficiary, and would therefore be required to include assets, liabilities, and operations of a VIE in its consolidated financial statements. The Company has identified it has variable interests in Toro Corp., but is not the primary beneficiary. The Company reconsiders the initial determination of whether an entity is a VIE if certain types of events (“reconsideration events”) occur. If the Company holds a variable interest in an entity that previously was not a VIE, it reconsiders whether the entity has become a VIE. The Company’s maximum exposure to loss as a result of its involvement with this VIE is the Company’s carrying value in this investment.

Earnings per common share


Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the relevant period. Dividends on cumulative redeemable perpetual preferred shares reduce the income available to common shareholders, (whether or not earned). Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted at the beginning of the periods presented, or issuance date, if later. Diluted earnings attributable to common shareholders per common share is computed by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding plus the dilutive effect of convertible securities during the applicable periods. The if converted method is used to compute the dilutive effect of shares which could be issued upon conversion of the convertible preferred shares. For purposes of the if converted calculation, the conversion price of convertible preferred shares is based on the fixed conversion price or on the average market price when the number of shares that may be issued is variable. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.


Recent Accounting Pronouncements:


There are no recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s unaudited interim consolidated condensed financial statements in the current period.

F-8
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.         Transactions with Related Parties:

(a)   Castor Ships:


From the date of the delivery of Company’s vessels and until June 30, 2022, Castor Ships provided the vessel-owning Company’s subsidiaries with commercial ship management, chartering and administrative services, including, but not limited to, securing employment for the vessels, arranging and supervising the vessels’ commercial functions, handling all vessel sale and purchase transactions, undertaking related shipping project and management advisory and support services, as well as other associated services requested from time to time by such Company’s subsidiaries (the “Ship Management Agreements”). In exchange for these services, the relevant Company’s subsidiaries each paid Castor Ships (i) a daily fee of $250 per vessel for the provision of the services under the Ship Management Agreements, (ii) a commission of 1.25% on all charter agreements arranged by Castor Ships and (iii) a commission of 1% on each vessel sale and purchase transaction.


Effective July 1, 2022, Castor Maritime Inc. (“Castor”), the parent company of Toro before the completion of the spin off of Toro from Castor on March 7, 2023, along with its subsidiaries entered into an amended and restated master management agreement with Castor Ships (as amended or supplemented from time to time, the “Castor’s Amended and Restated Master Management Agreement”). Under such agreement, Castor Ships agreed to provide the Company with a broad range of management services such as crew management, technical management, operational employment management, insurance management, provisioning, bunkering, accounting and audit support services, commercial, chartering and administrative services, including, but not limited to, securing employment for the Company’s fleet, arranging and supervising the vessels’ commercial operations, providing technical assistance where requested in connection with the sale of a vessel, negotiating loan and credit terms for new financing upon request and providing cybersecurity and general corporate and administrative services, among other matters, which it may choose to subcontract to other parties at its discretion. Castor Ships generally is not liable to the Company for any loss, damage, delay, or expense incurred during the provision of the foregoing services, except insofar as such events arise from Castor Ships or its employees’ fraud, gross negligence, or willful misconduct (for which our recovery will be limited to two times the Flat Management Fee, as defined below).



Until March 7, 2023, in exchange for these services, the Company paid Castor Ships (i) a flat quarterly management fee for the management and administration of their business (the “Flat Management Fee”) in the amount of $0.75 million, (ii) a commission of 1.25% on all gross income received from the operation of their vessels, and (iii) a commission of 1% on each consummated sale and purchase transaction. In addition, each of the Company’s subsidiaries paid Castor Ships a daily fee of $975 per vessel for the provision of commercial and technical ship management services provided under the ship management agreements (the “Ship Management Fee”). The Ship Management Fee and Flat Management Fee were adjusted annually for inflation on each anniversary of the effective date of the Castor’s Amended and Restated Master Management Agreement. The Company’s subsidiaries will also reimburse Castor Ships for extraordinary fees and costs, such as the costs of extraordinary repairs, maintenance, or structural changes to their vessels. On March 7, 2023, Toro and its subsidiaries entered into a master management agreement with Castor Ships with respect to its vessels in substantially the same form as Castor’s Amended and Restated Master Management Agreement (as amended or supplemented from time to time, the “Toro’s Amended and Restated Master Management Agreement”). The Ship Management Fee and Flat Management Fee are adjusted annually for inflation on the 1st of July of each year in accordance with the terms of the Toro’s Amended and Restated Master Management Agreement and (i) the Ship Management Fee increased from $975 per vessel per day to $1,039 per vessel per day and the Flat Management Fee increased from $0.75 million to $0.8 million effective July 1, 2023 and (ii) the Ship Management Fee increased from $1,039 per vessel per day to $1,071 per vessel per day and the Flat Management Fee increased from $0.8 million to $0.82 million effective July 1, 2024. In addition to the Ship Management Fee and Flat Management Fee, effective July 1, 2024, Castor Ships charges and collects (i) a chartering commission for and on behalf of Castor Ships and/or on behalf of any third-party broker(s) involved in the trading of its vessel, on all gross income received by its shipowning subsidiary arising out of or in connection with the operation of its vessel for distribution among Castor Ships and any third-party broker(s), which, when calculated together with any address commission that any charterer of its vessel is entitled to receive, will not exceed the aggregate rate of 6.25% on the vessel’s gross income and (ii) a sale and purchase brokerage commission at the rate of 1% on each consummated transaction applicable to the total consideration of acquiring or selling: (a) a vessel or (b) the shares of a ship owning entity owning vessel(s) or (c) shares and/or other securities with an aggregate purchase or sale value, as the case may be, of an amount equal to, or in excess of, $10,000,000 issued by an entity engaged in the maritime industry. The Toro’s Amended and Restated Master Management Agreement has a term of eight years from its effective date and this term automatically renews for a successive eight-year term on each anniversary of the effective date, starting from the first anniversary of its effective date, unless the agreements are terminated earlier in accordance with the provisions contained therein, in which case the payment of a termination fee equal to seven times the total amount of the Flat Management Fee calculated on an annual basis may be due in certain circumstances. As part of the Spin-Off, Robin entered into a master management agreement with Castor Ships with respect to its vessels in largely the same form as Toro’s Amended and Restated Master Management Agreement including (i) the flat quarterly management fee for the management and administration of Robin’s business in the amount of $0.2 million and (ii) the charge and collection of a capital raising commission at the rate of 1% on all gross proceeds per consummated transaction raised by the Company in the capital and debt markets. In exchange for the management services, effective July 1, 2025, Castor Ships charges and collects (i) a chartering commission for and on behalf of Castor Ships and/or on behalf of any third-party broker(s) involved in the trading of the Company’s vessels, on all gross income received by the Company’s shipowning subsidiaries arising out of or in connection with the operation of the Company’s vessels for distribution among Castor Ships and any third-party broker(s), which, when calculated together with any address commission that any charterer of any of the Company’s vessels is entitled to receive, will not exceed the aggregate rate of 6.25% on each vessel’s gross income, (ii) a sale and purchase brokerage commission at the rate of 1% on each consummated transaction applicable to the total consideration of acquiring or selling: (a) a vessel (secondhand or newbuilt),  or (b) the shares of a ship owning entity owning vessel(s) or (c) shares and/or other securities(including equity, debt and loan instruments), and (iii) a capital raising commission at the rate of 1% on all gross proceeds of each capital raising transaction completed by the Company including, without limitation, any equity, debt or loan transactions, operating leasing transactions,  stand-alone derivative and/or swap agreements, other financing arrangements of a similar nature or any refinancing or restructuring thereof.

F-9
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.         Transactions with Related Parties: (continued)


As of December 31, 2022, in accordance with the provisions of the Castor’s Amended and Restated Master Management Agreement, Castor Ships had subcontracted to a third-party ship management company the technical management of all the Company’s vessels. Castor Ships pays, at its own expense, the third-party technical management company a fee for the services it has subcontracted to such company without any additional cost to Toro. In accordance with the provisions of the Toro’s Amended and Restated Master Management Agreement, Castor Ships has provided the technical management of M/T Wonder Mimosa since June 7, 2023.


During the six months ended June 30, 2024 and 2025, the Company’s subsidiaries were charged the following fees and commissions by Castor Ships (i) management fees amounting to $189,098 and $193,851, respectively, and (ii) charter hire commissions amounting to $50,221 and $116,068, respectively. During the six months ended June 30, 2024 and 2025, the Company was charged capital raising commissions by Castor Ships amounting to $0 and $171,570, respectively (Note 6).


In addition, until April 14, 2025, part of the general and administrative expenses incurred by Toro has been allocated on a pro rata basis within ‘General and administrative expenses’ of the Company based on the proportion of the number of ownership days of the Company’s subsidiaries’ vessels to the total ownership days of Toro’s fleet. These expenses consisted mainly of administration costs charged by Castor Ships, investor relations, legal, audit and consultancy fees and stock based compensation cost. For further details of the allocation, please refer to the combined carve-out financial statements and related notes included elsewhere in the 2024 Annual report. During the six months ended June 30, 2024, and the period from January 1 through April 14, 2025, the above mentioned administration fees charged by Castor Ships to Toro that were allocated to the Company amounted to $79,619 and $50,757, respectively and are included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. For the period from April 14 through June 30, 2025, the Company recognized as pro rata allocation of days of Flat Management Fee in the amount of $171,428 which is included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. As a result, in the six months ended June 30, 2025 and in the same period of 2024, the aggregate amount of $222,185 and the amount of $79,619, respectively, are included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.


The Master Management Agreement also provides for advance funding equal to two months of vessel daily operating costs to be deposited with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ship’s management. As of June 30, 2025, the working capital guarantee advances to Castor Ships amounted to $388,542, which are presented in ‘Due from related parties, non-current’ in the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2025, working capital guarantee deposits relating to third-party managers and operating expense payments made on behalf of the Company in excess of amounts advanced amounted to $262,829 which are included in ‘Due from related parties, current’ in the accompanying unaudited condensed consolidated balance sheets.

(b)   Former Parent Company:


In connection with the Spin-Off as discussed in Note 1, on April 14, 2025, Robin issued 2,000,000 1.00% Series A Preferred Shares to Toro having a stated amount of $25 per share and a par value of $0.001 per share (Note 7). The amount of accrued dividend on Series A Preferred Shares due to Toro as of June 30, 2025 was $105,555 and is presented net in ‘Due to related parties, current’ in the accompanying unaudited condensed consolidated balance sheet.


As of June 30, 2025, the outstanding expenses, related to the Spin-Off and other expenses that were incurred by Toro, to be reimbursed by the Company amounted to $874,553 and are presented in ‘Due to related parties, current’, in the accompanying unaudited condensed consolidated balance sheet.

F-10
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
4.         Deferred Charges, net:


The movement in deferred charges net, which represents deferred dry-docking costs, in the accompanying unaudited condensed consolidated balance sheets is as follows:

   
Dry-docking costs
 
Balance December 31, 2024
 
$
1,075,826
 
Amortization
   
(443,564
)
Balance June 30, 2025
 
$
632,262
 

5.          Vessels, net:


The amounts in the accompanying unaudited condensed consolidated balance sheets are analyzed as follows:

   
Vessel Cost
   
Accumulated
depreciation
   
Net Book Value
 
Balance December 31, 2024
 
$
8,912,839
   
$
(2,036,936
)
 
$
6,875,903
 
Depreciation
   
     
(286,021
)
   
(286,021
)
Balance June 30, 2025
 
$
8,912,839
   
$
(2,322,957
)
 
$
6,589,882
 


The Company reviewed its vessel for impairment and was not found to have an indication of impairment as the fair value was in excess of carrying value on June 30, 2025.

6.         Equity Capital Structure:


Under Robin’s initial Articles of Incorporation dated September 24, 2024, Robin’s authorized capital stock consisted of 1,000 shares par value $0.001 per share. On April 7, 2025, the Company’s articles of incorporation were amended and restated and Robin’s authorized capital stock was increased to 3,900,000,000 common shares, par value $0.001 per share and 100,000,000 preferred shares, par value $0.001 per share. In connection with the Spin-Off (Note 1), on April 14, 2025, Toro contributed to Robin $10,356,450 in cash for additional working capital and Robin (i) issued to Toro 2,386,731 common shares with one vote per share, and 2,000,000 Series A Preferred Shares, with a stated value of $25 and par value of $0.001 per share, and no voting power (Note 7), and (ii) issued to Pelagos Holdings Corp, a company controlled by Robin’s Chairman and Chief Executive Officer, 40,000 Series B Preferred Shares. Such common shares were distributed on April 14, 2025 pro rata to the shareholders of record of Toro as of April 7, 2025 at a ratio of one Robin common share for every eight Toro common shares. Refer to Note 1 for further details on the Spin-Off and issuance of such shares.


Each Series B Preferred Share has the voting power of 100,000 common shares and counts for 100,000 votes for purposes of determining quorum at a meeting of shareholders. Upon any liquidation, dissolution or winding up of the Company, the Series B Preferred shares shall have the same liquidation rights as and pari passu with the common shares up to their par value of $0.001 per share and, thereafter, the Series B Preferred Shares have no right to participate further in the liquidation, dissolution or winding up of the Company.


Registered Direct Equity Offerings


On June 17, 2025, the Company issued and sold 965,000 common shares to certain institutional investors at an offering price of $5.25 per share in a registered direct offering. In connection with this registered direct equity offering, the Company received gross and net cash proceeds of approximately $5.1 million and $4.2 million, respectively.


On June 18, 2025, the Company issued and sold 860,000 common shares to certain institutional investors at an offering price of $5.25 per share in a registered direct offering. In connection with this registered direct equity offering, the Company received gross and net cash proceeds of approximately $4.5 million and $4.1 million, respectively.

F-11
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
6.         Equity Capital Structure: (Continued)


On June 20, 2025, the Company issued and sold 763,000 common shares to certain institutional investors at an offering price of $5.25 per share in a registered direct offering. In connection with this registered direct equity offering, the Company received gross and net cash proceeds of approximately $4.0 million and $3.6 million, respectively.


On June 25, 2025, the Company issued and sold 1,020,000 common shares to certain institutional investors at an offering price of $3.50 per share in a registered direct offering. In connection with this registered direct equity offering, the Company received gross and net cash proceeds of approximately $3.6 million and $3.2 million, respectively.


As of June 30, 2025, Robin had 5,994,731 common shares issued and outstanding.

7.         Mezzanine equity:

Series A Preferred Shares


The Company issued as part of the Spin-Off to Toro 2,000,000 Series A Preferred Shares with par value of $0.001 and a stated value of $25 each. The Series A Preferred Shares have the following characteristics:


Holders of the Series A Preferred Shares do not have any voting rights except for a right to elect directors in the event of nonpayment of dividends and a vote or consent of the holders of at least two thirds of the Series A Preferred Shares at the time outstanding, voting together with any other series of preferred shares that would be adversely affected in substantially the same manner and entitled to vote as a single class in proportion to their respective stated amounts, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, for effecting or validating: (i) any amendment, alteration or repeal of any provision of our Articles of Incorporation or Bylaws that would alter or change the voting powers, preferences or special rights of the Series A Preferred Shares so as to affect them adversely; (ii) the issuance of dividend parity stock if the accrued dividends on all outstanding Series A Preferred Shares through and including the most recently completed dividend period have not been paid or declared and a sum sufficient for the payment thereof has been set aside for payment; (iii) any amendment or alteration of the Articles of Incorporation to authorize or create, or increase the authorized amount of, any shares of any class or series or any securities convertible into shares of any class or series of our capital stock ranking prior to Series A in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Company; or (iv) any consummation of (x) a binding share exchange or reclassification involving the Series A Preferred Shares, (y) a merger or consolidation of the Company with another entity (whether or not a corporation), or (z) a conversion, transfer, domestication or continuance of the Company into another entity or an entity organized under the laws of another jurisdiction, unless in each case (A) the Series A Preferred Shares remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, or any such conversion, transfer, domestication or continuance, the Series A Preferred Shares are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (B) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and restrictions and limitations thereof, of the Series A Preferred Shares immediately prior to such consummation, taken as a whole.


The Company may, at its option redeem the Series A Preferred Shares in whole or in part, at any time if thirty percent or less of the Series A Preferred Shares remain outstanding, at a cash redemption price equal to the stated amount, together with an amount equal to all accrued dividends to, but excluding, the redemption date.


Holders of Series A Preferred Shares shall be entitled to receive, when, as and if declared by the Company’s board of directors, but only out of funds legally available therefor, cumulative cash dividends at 1.00% per annum of the stated amount and no more, or, at our election, additional shares of this Series issued to holders in lieu of cash dividends (“PIK Shares”) for each outstanding Series A Preferred Share equal to the Annual Rate divided by the stated amount, payable quarterly in arrears on the 15th day of each January, April, July and October, respectively, in each year, beginning on April 15, 2025.

F-12
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
7.         Mezzanine equity: (continued)


The Series A Preferred Shares are convertible, at their holder’s option, to common shares at any time and from time to time from and after the second anniversary of April 14, 2025. The conversion price for any conversion of the Series A Preferred Shares shall be the lower of (i) 200% of the volume-weighted average price (“VWAP”) of our common shares over the five consecutive trading day period commencing on and including April 14, 2025, and (ii) the VWAP of our common shares over the five consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the conversion.


In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, before any distribution or payment out of the Company’s assets may be made to or set aside for the holders of any junior stock, holders of Series A Preferred Shares will be entitled to receive out of our assets legally available for distribution to our shareholders an amount equal to the stated amount per share of $25, together with an amount equal to all accrued dividends to the date of payment whether or not earned or declared.


The Series A Preferred Shares have been classified in Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials” as they are in essence redeemable at the option of the holder as Mr. Panagiotidis, the Chief Executive Officer and controlling shareholder of Toro and Robin, who can effectively determine the timing of the redemption of the Series A Preferred Shares.


As of June 30, 2025, the net value of the Series A Preferred Shares (the “Mezzanine Equity”) amounted to $25,877,180 comprising the fair value measurement of the Series A Preferred Shares on initial recognition based on a third party valuation of $25,942,180, less issuance costs of $65,000 and is separately presented as ‘Mezzanine Equity’ in the accompanying consolidated balance sheet. As the Series A Preferred Shares are not considered probable of becoming redeemable, due to the specific threshold (as described above) and absence of a mandatory redemption date or obligation, no subsequent adjustment of the amount presented in Mezzanine equity is required as per ASC 480-10-S99. During the six months ended June 30, 2025, the Company paid to Toro a dividend amounting to $1,389 on the Series A Preferred Shares for the period from April 14, 2025 to April 14, 2025. The accrued amount for the period from April 15, 2025 to June 30, 2025 (included in the dividend period ended July 14, 2025) amounted to $105,555.

8.         Financial Instruments and Fair Value Disclosures:


The principal financial assets of the Company consist of cash at banks, trade accounts receivable and amounts due from related parties. The principal financial liabilities of the Company consist of trade accounts payable, accrued liabilities and amounts due to related parties.


The following methods and assumptions were used to estimate the fair value of each class of financial instruments:


Cash and cash equivalents, accounts receivable trade, amounts due from/to related parties, accounts payable and accrued liabilities: The carrying values reported in the unaudited condensed consolidated balance sheets for those financial instruments are reasonable estimates of their fair values due to their short-term maturity nature. Cash and cash equivalents are considered Level 1 items as they represent liquid assets with short term maturities.


Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, due from related parties and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition.

F-13
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
9.         Commitments and Contingencies:


Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with pool operators, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.


The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. As of the date of these unaudited interim condensed consolidated financial statements, management was not aware of any such claims or contingent liabilities that should be disclosed or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements. The Company is covered for liabilities associated with the vessels’ actions to the maximum limits as provided by Protection and Indemnity (“P&I”) Clubs, members of the International Group of P&I Clubs.

10.       Earnings Per Common Share:


The computation of earnings per share is based on the weighted average number of common shares outstanding during that period and gives retroactive effect to the shares issued  in connection with the Spin-Off.


The Company calculates earnings per common share by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the relevant period.


Diluted earnings per common share, if applicable, reflects the potential dilution that could occur if potentially dilutive instruments were exercised, resulting in the issuance of additional shares that would then share in the Company’s net income. The computation of diluted earnings per share reflects the potential dilution from conversion of outstanding Series A Preferred Shares (Note 7) calculated with the “if converted” method by using the average closing market price over the reporting period from April 14, 2025 to June 30, 2025. The components of the calculation of basic and diluted earnings per common share in each of the periods comprising the accompanying unaudited interim condensed consolidated statements of comprehensive income are as follows:

   
Six months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2025
 
Net income and comprehensive income
 
$
1,362,240
   
$
433,783
 
Dividend on Series A Preferred Shares
   
     
(106,944
)
Net income attributable to common shareholders, basic
 
$
1,362,240
   
$
326,839
 
Dividend on Series A Preferred Shares
   
     
106,944
 
Net income attributable to common shareholders, diluted
 
$
1,362,240
   
$
433,783
 
                 
Weighted average number of common shares outstanding, basic
   
2,386,731
     
2,603,322
 
Effect of dilutive shares
   
13,636,654
     
13,636,654
 
Weighted average number of common shares outstanding, diluted
   
16,023,385
     
16,239,976
 
Earnings per common share, basic
 
$
0.57
   
$
0.13
 
Earnings per common share, diluted
 
$
0.09
   
$
0.03
 

F-14
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
11.        Vessel Revenues:


The following table includes the vessel revenues earned by the Company for the six months ended June 30, 2024 and 2025, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:

   
Six months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2025
 
Pool revenues
   
4,019,697
     
3,598,828
 
Total Vessel Revenues
 
$
4,019,697
   
$
3,598,828
 


The Company employs its vessel in a pool. The main objective of a pool is to enter into arrangements for the employment and operation of the pool vessels, so as to secure for the pool participants the highest commercially available earnings per vessel on the basis of pooling the revenue and expenses of the pool vessels and dividing it between the pool participants based on the terms of the pool agreement. The Company typically enters into a pool arrangement for a minimum period of six months, subject to certain rights of suspension and/or early termination.

12.       Vessel Operating and Voyage Expenses:


The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as follows:

   
Six months ended
June 30,
   
Six months ended
June 30,
 
Voyage expenses
 
2024
   
2025
 
Brokerage commissions- related party
   
50,221
     
116,068
 
Port & other expenses
   
106,405
     
294,101
 
Total Voyage expenses
 
$
156,626
   
$
410,169
 

   
Six months ended
June 30,
   
Six months ended
June 30,
 
Vessel Operating Expenses
 
2024
   
2025
 
Crew & crew related costs
   
733,971
     
757,771
 
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
   
206,664
     
260,435
 
Lubricants
   
52,306
     
40,430
 
Insurance
   
61,058
     
61,864
 
Tonnage taxes
   
14,852
     
15,087
 
Other
   
67,023
     
102,481
 
Total Vessel operating expenses
 
$
1,135,874
   
$
1,238,068
 

F-15
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
13.       Segment Information:


The reportable segment reflects the internal organization of the Company and the way the chief operating decision maker (“CODM”), who is the Chief Executive Officer of the Company, reviews the operating results and allocates capital within the Company. The CODM assesses segment performance using key financial measures, including revenues, operating expenses, segment operating income and net income. These metrics help the CODM assess segment profitability, optimize fleet deployment, control costs and determine capital allocation. Based on these segment performance trends, the CODM makes resource allocation decisions such as adjusting chartering strategies, prioritizing fleet expansion or disposals, and optimizing cost efficiencies to enhance profitability and overall segment performance.


The table below presents information about the Company’s reportable segment for the six months ended June 30, 2024, and 2025. The accounting policies followed in the preparation of the reportable segment are the same as those followed in the preparation of the Company’s unaudited interim consolidated financial statements. Segment results are evaluated based on income from operations.

   
Six months ended June 30, 2024
   
Six months ended June 30, 2025
 
   
Tanker segment
   
Total
   
Tanker segment
   
Total
 
- Pool revenues
 
$
4,019,697
   
$
4,019,697
   
$
3,598,828
     
3,598,828
 
Total vessel revenues
 
$
4,019,697
   
$
4,019,697
   
$
3,598,828
   
$
3,598,828
 
Voyage expenses (including charges from related parties)
   
(156,626
)
   
(156,626
)
   
(410,169
)
   
(410,169
)
Vessel operating expenses
   
(1,135,874
)
   
(1,135,874
)
   
(1,238,068
)
   
(1,238,068
)
Management fees to related parties
   
(189,098
)
   
(189,098
)
   
(193,851
)
   
(193,851
)
Depreciation and amortization
   
(463,714
)
   
(463,714
)
   
(729,585
)
   
(729,585
)
Segments operating loss
 
$
2,074,385
 
$
2,074,385
 
$
(2,571,673
)
 
$
(2,571,673
)
Interest and finance costs
           
(8,132
)
           
(6,022
)
Interest income
           
             
169,895
 
Foreign exchange gains/(losses)
           
89
             
(822
)
Less: Unallocated corporate general and administrative expenses (including related parties)
           
(681,605
)
           
(756,423
)
Net income and comprehensive income, before taxes
         
$
1,384,737
           
$
433,783
 



A reconciliation of total segment assets to total assets presented in the accompanying unaudited condensed consolidated balance sheets of December 31, 2024, and June 30, 2025, is as follows:

   
As of
December 31,
2024
   
As of
June 30,
2025
 
Tanker segment
   
21,581,980
     
22,272,041
 
Cash and cash equivalents(1)
   
     
26,219,805
 
Prepaid expenses and other assets(1)
   
     
103,390
 
Total assets
 
$
21,581,980
   
$
48,595,236
 

(1)
Refers to assets of other, non-vessel owning, entities included in the unaudited interim condensed consolidated financial statements.

F-16
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
14.       Subsequent Events:


(a)  Dividend on Series A Preferred Shares:  On July 15, 2025, the Company paid to Toro a dividend amounting to $125,000 on the Series A Preferred Shares for the dividend period from April 15, 2025 to July 14, 2025.


(b)  Acquisition of 2015 Japanese-built 5,000 cbm LPG carrier: On July 10, 2025, the Company entered into an agreement with a wholly owned subsidiary of Toro, for the acquisition of the LPG Dream Syrax, at a price of $18.0 million and was delivered on September 3, 2025. The terms of the transaction were approved by the independent and disinterested members of the Boards of Toro and Robin, respectively, following the negotiation and recommendation by special committees of the independent and disinterested directors of the Boards of Toro and Robin.


(c)  Completion of allocation of $5.0 million to Bitcoin as a primary treasury reserve asset: On September 9, 2025, the Company completed allocations in the aggregate amount of $5 million to Bitcoin, as a primary treasury reserve asset, to be executed through a measured, institutional-grade implementation approach. The above allocation comes as part of the newly adopted comprehensive Bitcoin treasury framework, announced on July 31, 2025, targeting up to 50% of its long-term cash reserves, with any potential purchases beyond the initial allocation to be deployed to Bitcoin through disciplined dollar-cost averaging.


(d)  Underwritten equity offering: On September 12, 2025, the Company issued and sold 5,769,230 common shares at an offering price of $1.30 per share in an underwritten public offering. In connection with this offering, the underwriter partially exercised its overallotment option and purchased an additional 864,770 shares of the Company’s common stock at a public offering price of $1.30 per share for additional gross proceeds of approximately $1.1 million. In connection with this equity offering, including the partial exercise of the overallotment option, the Company received aggregate gross and net cash proceeds of approximately $8.6 million and $7.7 million, respectively.


(e)  Acquisition of 2020 Japanese-built 5,000 cbm LPG carrier: On September 16, 2025, the Company entered into an agreement with a wholly owned subsidiary of Toro, for the acquisition of the LPG carrier, Dream Terrax, at a price of $20.0 million and was delivered to the Company on September 25, 2025. The terms of the transaction were approved by the independent and disinterested members of the Boards of Toro and Robin, respectively, following the negotiation and recommendation by special committees of the independent and disinterested directors of the Boards of Toro and Robin. As a result of the acquisition of LPG Dream Syrax and LPG Dream Terrax, management has determined that, with effect from the third quarter of 2025, the Company operates in two reportable segments: (i) the tanker segment and (ii) the LPG carrier segment.


F-17

EX-99.2 3 ef20052309_ex99-2.htm EXHIBIT 99.2


Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of Robin Energy Ltd. (“Robin”) for the six month periods ended June 30, 2024, and June 30, 2025. Unless otherwise specified herein, references to the “Company”, “we”, “our” and “us” or similar terms shall include Robin and its wholly owned subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this section are derived from those unaudited interim condensed consolidated financial statements. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. These forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control which could cause actual results, cash flows, financial positions, events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For a more complete discussion of these risks and uncertainties, please read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2025. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our 2024 Annual Report. Unless otherwise defined herein, capitalized terms and expressions used herein shall have the same meanings ascribed to them in the 2024 Annual Report.

Business Overview and Fleet Information

We are an international ship-owning company providing energy transportation services globally that was incorporated under the laws of the Republic of the Marshall Islands in September 2024 by Toro Corp. (“Toro”) to serve as the holding company of Toro’s former tanker owning subsidiary, Vision Shipping Co. and Xavier Shipping Co. (formerly owning the M/T Wonder Formosa) in connection with the spin-off of Toro’s tanker business into an independent, publicly traded company (the “Spin-Off”). The Spin-Off was completed on April 14, 2025, on which date we began to trade as an independent publicly listed company. For further information regarding the Spin-Off, refer to the 2024 Annual Report.

We currently acquire, own, charter and operate an oceangoing tanker and two LPG carrier vessels and provide worldwide seaborne transportation services for refined petroleum products and liquefied petroleum gas (“LPG”).

As of October 1, 2025, we operated one tanker vessel, which engages in the worldwide transportation of refined petroleum products, and two 5,000 cbm LPG carriers, which transport liquified petroleum gas, with an aggregate cargo carrying capacity of 0.5 million dwt and an average age of 11.7 years (together, our “Fleet”). As a result of the different characteristics of the transport of oil products (carried by a tanker vessel), to the transport of LPG (carried by a LPG carrier) as well as the differences in the nature of trade, trading routes, charterers and cargo handling of liquefied petroleum gas compared to crude oil and other oil products, we have determined that, effective the third quarter of 2025, we currently operate in two reportable segments: (i) the tanker segment and (ii) the LPG carrier segment.

Our Fleet is currently contracted to operate in a mix of pool and time charter employment. Our commercial strategy primarily focuses on deploying our fleet under a mix of pools, voyage charters and time charters according to our assessment of market conditions. We adjust the mix of these charters to take advantage of the relatively stable cash flows and high utilization rates for our vessels associated with period time charters, to profit from attractive trip charter rates during periods of strong charter market conditions associated with voyage charters or to take advantage of high utilization rates for our vessels along with exposure to attractive charter rates during periods of strong charter market conditions when employing our vessels in pools.

With effect from July 1, 2022, Castor Ships S.A. (“Castor Ships”), a related party, provides ship management and chartering services to the vessels through subcontracting agreements with unrelated third-party managers. Castor Ships provided most of the ship management services from June 7, 2023 and September 3, 2025 for M/T Wonder Mimosa and LPG Dream Syrax, respectively, and a third-party manager provided certain ship management services through subcontracting agreements to the vessels.

1
The following table summarizes key information about our Fleet as of October 1, 2025:

Fleet vessels:

Vessel Name
Capacity
(dwt)
 
Year
Built
 
Country of
Construction
Type of
Charter
 
Gross
Charter
Rate
 
Estimated
Earliest Charter
Expiration
   
Estimated
Latest Charter
Expiration
 
Tanker Segment
           
                 
M/T Wonder Mimosa
36,718
 
2006
 
S. Korea
Tanker Pool(1)
 
N/A
 
N/A
   
N/A
 
                                 
LPG Carrier Segment
                               
LPG Dream Syrax
 
5,158
 
2015
 
Japan
 
Period
Time Charter(2)
 
$337,000
per month
 
December 2025
   
January 2027
 
LPG Dream Terrax(4)
 
4,743
 
2020
 
Japan
 
Period
Time Charter(3)
 
$345,000
per month
 
February 2026
   
March 2026
 

(1)
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Handysize tanker vessels.
(2)
The vessel was delivered to us on September 3, 2025. The vessel was fixed by the previous owner under a time charter period contract, which continues under our ownership, of twelve months starting from May 18, 2025 until January 1, 2026 (plus or minus seven days in charterer’s option), at $337,000 per month, plus twelve months at the charterer’s option (plus or minus seven days in charterer’s option). The rate for the optional period will be increased at a rate between 2% and 6% to be mutually agreed between us and the charterer.
(3)
The vessel has been fixed by the previous owner under a time charter period contract of seven months starting from August 2025, at $345,000 per month plus or minus seven days in charterer’s option.
(4)
On September 16, 2025, we entered into an agreement, through a wholly owned subsidiary, to acquire a 5,000 cbm LPG carrier vessel, the Dream Terrax. The vessel was delivered to us on September 25, 2025.

Recent Developments

Please refer to Note 14 to our unaudited interim condensed consolidated financial statements for developments that took place after June 30, 2025.

2
Operating Results

Principal factors impacting our business, results of operations and financial condition

Our results of operations are affected by numerous factors. The principal factors that have impacted the business during the fiscal periods presented in the following discussion and analysis and that are likely to continue to impact our business are the following:


The levels of demand and supply of seaborne cargoes and vessel tonnage in the product tanker and LPG carrier shipping industries in which we operate;


The cyclical nature of the shipping industry in general and its impact on charter and freight rates and vessel values;


The successful implementation of a growth business strategy, including the ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital expenditures and/or to implement this business strategy and the size and composition of our fleet resulting from our vessel acquisitions and disposals;


The global economic growth outlook and trends;


Economic, regulatory, political and governmental conditions that affect shipping and the tanker/LPG shipping industry, including international conflict or war (or threatened war), such as between Russia and Ukraine and in the Middle East, tariffs imposed or threatened by the United States, China and other countries, and acts of piracy or maritime aggression;


The employment and operation of our fleet including the utilization rates of our vessels;


The ability to successfully employ our vessels at economically attractive rates and the strategic decisions regarding the employment mix of our fleet in the voyage, time charter and pool markets, as our charters expire or are otherwise terminated;


Management of the operational, financial, general and administrative elements involved in the conduct of our business and ownership of our fleet, including the effective and efficient management of our fleet by our manager and its sub-managers, and their suppliers;


The number of charterers and pool operators who use our services and the performance of their obligations under their agreements, including their ability to make timely payments to us;


The ability to maintain solid working relationships with our existing charterer and pool operator and our ability to increase the number of our charterers through the development of new working relationships;


The vetting approvals by oil majors and the Chemical Distribution Institute (CDI) for the vessels managed by our manager and/or sub-managers;


Dry-docking and special survey costs and duration, both expected and unexpected;


Our borrowing levels and the finance costs related to any outstanding debt we may incur as well as our compliance with covenants in any financing arrangement we enter into;


Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;


Major outbreaks of diseases and governmental responses thereto; and


The level of any distribution on all classes of our shares.

These factors are volatile and in certain cases may not be within our control. Accordingly, past performance is not necessarily indicative of future performance, and it is difficult to predict future performance with any degree of certainty. See also “Item 3. Key Information—D. Risk Factors” in our 2024 Annual Report.

3
Employment and operation of our fleet

A significant factor that impacts our profitability, in addition to the size and composition of our fleet, is the employment and operation of our fleet. The profitable employment of our fleet is highly dependent on the levels of demand and supply in the  shipping industries in which we operate, our commercial strategy including the decisions regarding the employment mix of our fleet among time and voyage charters and pool arrangements, as well as our manager’s and sub-managers’ ability to leverage our relationships with existing or potential customers. As a new entrant to the tankers and LPG carriers’ business, our customer base is currently concentrated to a charterer and one pool manager. In the six months ended June 30, 2025, 100% of our revenues were earned on the pool arrangement entered into with a pool manager relating to our tanker vessel. The breadth of our customer base has and will continue to impact the profitability of our business. Further, the effective operation of our fleet mainly requires regular maintenance and repair, effective crew selection and training, ongoing supply of our fleet with the spares and the stores that it requires, contingency response planning, auditing of our vessels’ onboard safety procedures, arrangements for our vessels’ insurance, chartering of the vessels, training of onboard and on shore personnel with respect to the vessels’ security and security response plans (ISPS), obtaining of ISM certifications, compliance with environmental regulations and standards and performing the necessary audit for the vessels within the year of taking over a vessel and the ongoing performance monitoring of the vessels.

Financial, general and administrative management

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires us to manage our financial resources, which includes managing banking relationships, administrating our bank accounts, managing our accounting system, records and financial reporting, monitoring and ensuring compliance with the legal and regulatory requirements affecting our business and assets and managing our relationships with our service providers and customers.

Important Measures and Definitions for Analyzing Results of Operations

Our management uses the following metrics to evaluate our operating results, including our operating results at the segment level, and to allocate capital accordingly:

Total vessel revenues. Total vessel revenues are generated from pool arrangements and may be employed under voyage charters and time charters in the future. Total vessel revenues are affected by the number of vessels in our fleet, hire and freight rates and the number of days a vessel operates which, in turn, are affected by several factors, including the amount of time that we spend positioning our vessels, the amount of time that our vessels spends in dry-dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, and levels of supply and demand in the seaborne transportation market.

Voyage expenses. Our voyage expenses primarily consist of bunker expenses, port and canal expenses, costs of European Union Allowances (“EUAs”),  and brokerage commissions paid in connection with the chartering of our vessels. Voyage expenses are incurred primarily during voyage charters or when the vessel is repositioning or unemployed. Bunker expenses, port and canal dues increase in periods during which vessels are employed on voyage charters because these expenses are in this case borne by us. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. Under pooling arrangements, voyage expenses are borne by the pool operator. Gain/loss on bunkers may also arise where the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker fuel acquired.

4
Operating expenses. We are responsible for vessel operating costs, which include crewing, expenses for repairs and maintenance, the cost of insurance, tonnage taxes, the cost of spares and consumable stores, lubricating oils costs, communication expenses, and other expenses. Expenses for repairs and maintenance tend to fluctuate from period to period because most repairs and maintenance typically occur during periodic dry-docking. Our ability to control our vessels’ operating expenses also affects our financial results. Daily vessel operating expenses are calculated by dividing fleet operating expenses by the Ownership Days for the relevant period.

Management fees. Management fees include fees paid to related parties providing certain ship management services to our vessels pursuant to the ship management agreement with Castor Ships.

Off-hire. Off-hire is the period our fleet is unable to perform the services for which it is required under a charter for reasons such as scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys or other unforeseen events.

Dry-docking/Special Surveys. We periodically dry-dock and/or perform special surveys on our fleet for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special survey expenses and our ability to complete our scheduled dry-dockings and/or special surveys on time also affects our financial results. Dry-docking and special survey costs are accounted for under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due.

Ownership Days. Ownership Days are the total number of calendar days in a period during which we owned a vessel. Ownership Days are an indicator of the size of our fleet over a period and determine both the level of revenues and expenses recorded during that specific period.

Available Days. Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys. The shipping industry uses Available Days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our calculation of Available Days may not be comparable to that reported by other companies.

Operating Days. Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.

Fleet Utilization. Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for reasons such as major repairs, vessel upgrades, dry-dockings or special or intermediate surveys and other unforeseen events.

Daily Time Charter Equivalent (“TCE”) Rate. See Appendix A for a description of the Daily TCE Rate.

5
Results of Operations

Consolidated Results of Operations

Six months ended June 30, 2025, as compared to the six months ended June 30, 2024

   
 
Six months ended
June 30, 2024
   
Six months ended
June 30, 2025
   
Change - Amount
 
Total vessel revenues
  $
4,019,697
   
$
3,598,828
    $
(420,869
)
Expenses:
                       
Voyage expenses (including commissions to related party)
   
(156,626
)
   
(410,169
)
   
(253,543
)
Vessel operating expenses
   
(1,135,874
)
   
(1,238,068
)
   
(102,194
)
Management fees to related parties
   
(189,098
)
   
(193,851
)
   
(4,753
)
Depreciation and amortization
   
(463,714
)
   
(729,585
)
   
(265,871
)
General and administrative expenses (including costs from related parties)
   
(681,605
)
   
(756,423
)
   
(74,818
)
Operating income
   
1,392,780
     
270,732
     
(1,122,048
)
Interest and finance costs, net(1)
   
(8,132
)
   
163,873
     
172,005
 
Foreign exchange gains/(losses)
   
89
     
(822
)
   
(911
)
Income taxes
   
(22,497
)
   
     
22,497
 
Net income and comprehensive income
   
1,362,240
     
433,783
     
(928,457
)

(1)
Includes interest and finance costs, net of interest income, if any.

Total vessel revenues

Total vessel revenues, net of charterers’ commissions for our tanker vessel decreased to $3.6 million in the six months ended June 30, 2025, from $4.0 million in the same period in 2024. This decrease of $0.4 million was mainly associated with the lower hire rates of our vessel in the six months ended June 30, 2025 compared to the same period in 2024. During the six months ended June 30, 2025, our vessel earned on average a Daily TCE Rate of $17,617, compared to an average Daily TCE Rate of $24,763 earned during the same period in 2024. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this measure to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage expenses

Voyage Expenses increased to $0.4 million for our vessel in the six months ended June 30, 2025, from $0.2 million compared to the same period in 2024, as a result of the increase by $0.2 million in port and other expenses.

6
Vessel Operating Expenses

The increase in operating expenses for our tanker vessel by $0.1 million to $1.2 million in the six months ended June 30, 2025, from $1.1 million in the corresponding period of 2024, mainly reflects the increase in classification expenses in the six months ended June 30, 2025, as compared in the same period in 2024, due to the change of vessel’s class.

Management Fees

Management fees for our vessel amounted to $0.19 million in the six months ended June 30, 2025, and in the same period in 2024.

Depreciation and Amortization

Depreciation expenses for our tanker vessel amounted to $0.3 million in the six months ended June 30, 2025, and in the same period in 2024. Dry-dock amortization charges in the six months ended June 30, 2025, amounted to $0.4 million, compared to a charge of $0.2 million in the six months ended June 30, 2024. This increase is related to the amortization of the M/T Wonder Mimosa, which initiated and completed its scheduled dry-dock and special survey in the second and third quarters of 2024, respectively.

General and Administrative Expenses

General and administrative expenses in the six months ended June 30, 2025, amounted to $0.8 million, whereas, in the six months ended June 30, 2024, general and administrative expenses totaled $0.7 million. This increase is mainly associated with incurred legal and other corporate fees primarily related to becoming a public company on April 14, 2025. For the six months ended June 30, 2024, and for the period from January 1 through April 14, 2025 (completion of Spin-Off), General and administrative expenses reflect the expense allocations made to the Company by Toro. These expenses consisted mainly of administration costs charged by Castor Ships, investor relations, legal, audit and consultancy fees and stock-based compensation cost. For further details of the allocation, please refer to the combined carve-out financial statements and related notes included elsewhere in the 2024 Annual Report.

Six months ended June 30, 2025, as compared to the six months ended June 30, 2024—Tanker Segment

   
 
Six months ended
June 30, 2024
   
Six months ended
June 30, 2025
   
Change - Amount
 
Total vessel revenues
 
$
$4,019,697
   
$
3,598,828
   
$
(420,869
)
Expenses:
                       
Voyage expenses (including commissions to related party)
   
(156,626
)
   
(410,169
)
   
(253,543
)
Vessel operating expenses
   
(1,135,874
)
   
(1,238,068
)
   
(102,194
)
Management fees to related parties
   
(189,098
)
   
(193,851
)
   
(4,753
)
Depreciation and amortization
   
(463,714
)
   
(729,585
)
   
(265,871
)
Segment Operating income
   
2,074,385
     
1,027,155
     
(1,047,230
)

Total vessel revenues – Refer to discussion under ‘Consolidated Results of Operations- Total vessel revenues’.

Voyage expenses– Refer to discussion under ‘Consolidated Results of Operations- Voyage expenses’.

Vessel Operating Expenses– Refer to discussion under ‘Consolidated Results of Operations- Vessel Operating Expenses’.

Management Fees– Refer to discussion under ‘Consolidated Results of Operations- Management Fees’.

Depreciation and Amortization– Refer to discussion under ‘Consolidated Results of Operations- Depreciation and Amortization’.

7
Liquidity and Capital Resources

We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of cash from operations, proceeds from equity offerings, and borrowings from debt transactions. Our current liquidity requirements relate to funding capital expenditures, including the two LPG carriers we contracted to acquire in the third quarter of 2025 for $18.0 million and $20.0 million, respectively, and working capital (which includes maintaining the quality of our vessels and complying with international shipping standards and environmental laws and regulations). In accordance with our business strategy, other liquidity needs may relate to funding potential investments in new vessels and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.

For the six months ended June 30, 2025, our principal sources of funds were cash from operations, the contribution by Toro, as part of the Spin Off, to us of $10.4 million of cash for additional working capital and the gross proceeds from the registered direct equity offerings of $17.2 million.

As of June 30, 2025, and December 31, 2024, we had cash and cash equivalents of $39.4 million and $369, respectively. Cash and cash equivalents are primarily held in U.S. dollars.

On September  9, 2025, we completed allocations in the aggregate amount of $5 million to Bitcoin, as a primary treasury reserve asset, to be executed through a measured, institutional-grade implementation approach. The above allocation comes as part of the newly adopted comprehensive Bitcoin treasury framework, announced on July 31, 2025, targeting up to 50% of its long-term cash reserves, with any potential purchases beyond the initial allocation to be deployed to Bitcoin through disciplined dollar-cost averaging.

Working capital is equal to current assets minus current liabilities. As of June 30, 2025 and December 31, 2024 we had a working capital surplus of $38.4 million and $12.4 million, respectively.

We believe that our current sources of funds and those that we anticipate to internally generate for a period of at least the next twelve months from June 30, 2025, will be sufficient to fund the operations of our fleet and meet our normal working capital requirements for that period.

Our medium- and long-term liquidity requirements relate to the funding of cash dividends on our Series A Preferred Shares, when declared, and the expenditures for the operation and maintenance of our vessels. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations or new equity or debt financing, if required.

As noted above, we expect future equity offerings, and possibly other issuances of our common shares, preferred shares or other securities, which may dilute our common shareholders if issued at lower prices than the price they acquired their shares, as well as possibly bank borrowings, to be a significant component of the financing for our fleet growth plan.

8
Cash Flows

The following table summarizes our net cash flows provided by/(used in) operating, investing and financing activities for the six months ended June 30, 2025 and the six months ended June 30, 2024:

   
For the
six months ended
   
For the
six months ended
 
   
June 30,
2024
   
June 30,
2025
 
Net cash provided by operating activities
 
$
7,700,485
   
$
13,066,520
 
Net cash used in investing activities
   
(37,072
)
   
 
Net cash (used in)/provided by financing activities
   
(7,663,396
)
   
26,340,497
 

Operating Activities: Net cash provided by operating activities amounted to $13.1 million for the six months ended June 30, 2025, consisting of net income of $0.4 million, non-cash adjustments related to depreciation and amortization of $0.8 million and a net decrease of $11.9 million in working capital which mainly derived from a decrease in ‘Due from related parties’ by $12.2 million mainly due to the return of $12.1 million from Toro’s treasury manager to Company’s subsidiaries which was receivable by the Company on demand from the Toro’s cashflow. Net cash provided by operating activities amounted to $7.7 million for the six-months ended June 30, 2024, consisting of net income of $1.4 million, non-cash adjustments related to depreciation and amortization of $0.5 million, a payment of dry-dock costs of $0.2 million and a net decrease of $6.0 million in working capital, which mainly derived from a decrease in ‘Due from related parties’ by $5.8 million and a decrease in accounts receivable trade, net by $0.3 million. The $6.0 million increase in net cash from operating activities in the six months ended June 30, 2025, as compared with the six months ended June 30, 2024 mainly reflects the decrease in ‘Due from related parties’ due to the return of $12.1 million from Toro’s treasury manager to the  Company’s subsidiaries in the six months ended June 30, 2025 offset by the increased amounts transferred to Toro’s treasury manager in the six months ended June 30, 2024, as compared with the same period in 2025.

Investing Activities: There was no net cash provided by/(used in) investing activities in the six months ended June 30, 2025. Net cash used in investing activities in the six months ended June 30, 2024 amounting to $0.04 million, relates to payments of BWTS installation expenses.

Financing Activities: Net cash provided by financing activities during the six months ended June 30, 2025 amounting to $26.3 million, mainly relates to (i) the contribution by Toro to Robin in the amount of $10.4 million in cash for additional working capital in connection with the  Spin Off and (ii) the aggregate gross proceeds less paid issuance expenses from registered direct equity offerings amounting to $15.7 million. Net cash used in financing activities during the six months ended June 30, 2024 amounting to $7.7 million, relates to a net decrease in net parent investment mainly due to dividends to former parent company, Toro, amounting to $8.3 million as result of the sale of M/T Wonder Formosa.

Net cash contributions from Toro to Robin are accounted for through the ‘Net parent investment account’. Amounts due from Toro mainly relates to funds transferred to the Treasury manager of Toro in order to facilitate the management of Company’s subsidiaries’ cash surpluses and organize more efficiently its expenditure payments. The abovementioned amounts are receivable by the Company on demand from the Toro’s cashflow, which we demanded and received on April 14, 2025.

Critical Accounting Estimates

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We prepare our financial statements in accordance with U.S. GAAP. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more details on our Critical Accounting Estimates, please read “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates” in our 2024 Annual Report. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed consolidated financial statements, “Item 18. Financial Statements” in our 2024 Annual Report and more precisely “Note 2. Summary of Significant Accounting Policies” of our combined carve-out financial statements included in our 2024 Annual Report.

9
Risk Factors

The following should be read in conjunction with the risk factors previously disclosed in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 15, 2025.

Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
Bitcoin and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin.
The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin. For example, the U.S. executive branch and SEC, among others in the United States and abroad, have been active in recent years, and laws including the European Union’s Markets in Crypto Assets Regulation and the U.K.’s Financial Services and Markets Act 2023 became law. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and bitcoin specifically. The consequences of increased or different regulation of digital assets and digital asset activities could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock.
Moreover, the risks of engaging in a bitcoin treasury strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.
The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a means of payment, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term.
Because bitcoin has no physical existence beyond the record of transactions on the bitcoin blockchain, a variety of technical factors related to the bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard “forks” of the bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Similarly, the open-source nature of the bitcoin blockchain means the contributors and developers of the bitcoin blockchain are generally not directly compensated for their contributions in maintaining and developing the blockchain, and any failure to properly monitor and upgrade the bitcoin blockchain could adversely affect the bitcoin blockchain and negatively affect the price of bitcoin.
Recent actions by U.S. banking regulators have reduced the ability of bitcoin-related services providers to gain access to banking services and liquidity of bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin and other digital assets.
In addition, while the current administration has expressed support regarding the development and use of digital assets as the industry has anticipated, the specific regulatory frameworks are still to be developed. Expectations around U.S. digital asset policy, including potential sentiments that the U.S. government is not moving quickly enough or not meeting policy expectations, may adversely affect the price of bitcoin.
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Changes in U.S. tax law may adversely impact certain investors of our securities and our business
Changes to U.S. tax laws (which changes may have retroactive application) could adversely affect our business or holders of our securities. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are may continue to occur in the future.
On July 4, 2025, the President of the United States signed into law a new tax bill commonly referred to as the “One Big Beautiful Bill Act”, which may affect the U.S. federal income tax considerations applicable to certain investors of our securities. The likelihood of other tax legislation being enacted is uncertain. Investors should consult their own tax advisors regarding such enacted legislation as well as the potential impact of such legislation on them in light of their own personal circumstances.
The tanker industry is historically cyclical and seasonal, leading to volatility in charter rates, revenue, and earnings which may adversely affect our business, financial condition and operating results.
The tanker industry is historically cyclical, leading to volatility in charter rates, revenues, and earnings. This cycle may be influenced by seasonality, geopolitical disruptions, longer voyage distances, and fluctuations in fleet size due to new deliveries, vessel demolitions, and conversions as evidenced by the clean products segment, which recorded a notable year-over-year earnings decline in the first half of 2025. Demand for tankers is closely tied to the crude oil and petroleum products markets, which are themselves cyclical and volatile. Tanker employment also depends on oil supply and demand dynamics and the balance between modern and older tonnage.
The limited activity in the Handysize tanker newbuilding market during 2024 has continued during 2025, and, as result, the new contracting to active fleet ratio continues to remain at relatively low levels. The worldwide Handysize tanker fleet grew by 1.7% during 2024 and growth until August, 2025, was 2.0%. The total orderbook of Handysize tanker vessels as of the same date stood at 5% of the current fleet, with deliveries expected mainly during the next two years.
Charter rates for LPG carriers are volatile and cyclical in nature. A decrease in LPG carrier charter rates may adversely affect our business, financial condition and operating results.
The LPG carrier industry is both cyclical and volatile in terms of charter rates, profitability and vessel values. Fluctuations in charter rates result from changes in the supply and demand for vessel capacity and changes in the supply and demand for the products transported by LPG carriers. The degree of charter rate volatility among different types of LPG carriers has also varied widely. Further, because many factors (including the supply and demand for the products transported by LPG carriers) influencing the supply of, and demand for, vessel capacity are unpredictable, the timing, direction and degree of changes in the LPG carrier market are also unpredictable.
The global economy and the LPG carrier industry have experienced significant disruptions as a result of Russia’s invasion of Ukraine and sanctions imposed in relation to such conflict. LPG carrier rates have been impacted by changing energy prices as a result of disruptions to energy production, trade patterns and trade routes, including shipping in the Black Sea and elsewhere. The continuation or further extension of economic sanctions, boycotts or otherwise may eventually result in a reduction in the supply of LPG available for transportation and could negatively impact charter rates over the longer term.
Any deterioration of charter rates resulting from various factors relating to the cyclicality and volatility of our business, including those above, may adversely affect our ability to profitably charter or re-charter our LPG carriers or to sell our LPG carrier vessels on a profitable basis. In particular, a significant decrease in charter rates would cause asset values to decline. Any of the foregoing factors could negatively impact our operating results, liquidity and/or financial condition.
11
Future growth in the demand for our services will depend among others on changes in supply and demand, economic growth in the world economy and demand for LPG and LPG transportation relative to changes in worldwide fleet capacity.
The capacity of the world LPG carrier fleet appears likely to increase in the near term. The active fleet on the small LPG carrier vessels, which have similar characteristics to the ones we own, has remained largely stable with a slight 1% decrease between 2023 and 2024 (from 589 to 584 vessels, respectively) while the active fleet has remained stable between 2024 and August of 2025. Moreover, the orderbook of small LPG carrier vessels has remained at low levels and has not changed significantly in the first eight months of 2025 with 8 vessels currently on order.

However, future growth in the demand for LPG carriers, as well as the charter rates for such LPG carriers, depends on a variety of factors that may impact the supply of and demand for the products we transport. Factors that influence demand for LPG carrier capacity include, but are not limited to:


changes in the supply of vessel capacity for the seaborne transportation of LPG products, which is influenced by the following factors;


the available supply of LPG products;


changes in the supply of vessel capacity for the seaborne transportation of LPG products, which is influenced by the following factors;


the availability of financing for new and secondhand LPG carriers and shipping activity;


the number of newbuilding deliveries and the ability of shipyards to deliver newbuildings by contracted delivery dates and capacity levels of shipyards;


the scrapping rate of older vessels and secondhand LPG carrier values in relation to scrap prices;


the number of vessels that are out of service, as a result of vessel casualties, repairs and dry-dockings;


the number of conversions LPG carriers to other uses or conversions of other vessels to LPG carriers, as applicable;


port and canal congestion;


the speed of LPG carriers being operated;


changes in environmental and other regulations that may limit the useful lives of vessels;


changes in LPG carrier prices;


any factors that affect the foregoing;


changes in the level of demand for seaborne transportation of LPG products, which is influenced by the following factors:


the level of production of LPG products in net export regions;


the level of demand for LPG products globally, and in particular, in net import regions such as Asia, Europe, Latin America and India;


regional availability of refining, liquefaction and deliquefaction capacity and inventories compared to geographies of oil and natural gas production and liquefaction and deliquefaction regions;


a reduction in global or general industrial activity specifically in the plastics and chemical industry;


changes in the cost of petroleum and natural gas from which liquefied gases are derived;

12

prevailing global and regional economic conditions;


global and regional economic and political conditions and developments, including economic growth in global and local economies and the timeframe over which such growth occurs, demand for LPG carrier transport that exceeds capacity for such fleets worldwide, armed conflicts (such as Russia’s invasion of Ukraine or the armed conflict(s) in the Middle East, including maritime incidents in and around the Red Sea, and the spread or worsening of any such conflicts) and terrorist activities, international trade sanctions, embargoes and strikes, particularly those that impact the regions or trade routes traveled by our vessels, the regions where the cargoes we carry are produced or consumed, or any similar events which would interrupt the production or consumption of liquefied gases and associated products;


developments in international trade, including national policies regarding strategic oil inventories (including the reduction or replenishment of strategic reserves and if strategic reserves are set at a lower level in the future as oil decreases in the energy mix), actions taken by OPEC and major oil and gas producers and refiners, as well a major LPG companies, and fluctuations in the profit margins of crude oil, refined petroleum products and/or LPG;


the distances between exporting and importing regions over which LPG products are to be transported by sea;


infrastructure to support seaborne LPG products trade, including pipelines, railways and terminals;


changes in seaborne and other transportation and distribution patterns, typically influenced by the relative advantage of the various sources of production, locations of consumption, opportunities for arbitrage, pricing differentials and seasonality;


changes to the arbitrage of certain LPG products in different countries, regions or continents;


currency exchange and interest rates;


changes in environmental and other regulations that may limit the production or consumption of LPG products;


competition from alternative sources of energy alternative sources of energy, such as natural gas, coal, hydroelectric or nuclear power and other alternative sources of energy, and consumer demand for “green” or sustainable products;


inclement weather and/or natural catastrophes; and


epidemics and pandemics.

These factors are outside of our control and are unpredictable, and accordingly we may not be able to correctly assess the nature, timing and degree of changes or their precise impact on our business. Any of these factors could have a material adverse effect on our business, financial condition and operating results.

13
A decline in the market value of our LPG carriers could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our future credit facilities and/or result in impairment charges or losses on sale.
The fair market values of LPG carriers have generally experienced high volatility based on a variety of factors. Factors which may affect the fair market values of our LPG carrier include, without limitation:


prevailing level of charter rates;


general economic and market conditions affecting the shipping industry


the types, sizes and ages of the LPG carriers, including as compared to other LPG carriers in the market and as relates to environmental and energy efficiency


supply of and demand for LPG carriers, including as a result of the competitive environment we operate in


the availability and cost of other modes of transportation;


distressed asset sales, including newbuilding contract sales below acquisition costs due to lack of financing;


cost of new buildings;


speculative LPG carrier orders from peers during periods of low LPG carrier prices, thereby increasing the supply of LPG carrier capacity, satisfying demand sooner and potentially suppressing charter rates;


shipyard capacity;


governmental or other regulations, including those that may limit the useful life of LPG carriers;

 
the need to upgrade LPG carriers as a result of environmental, safety, regulatory or charterer requirements, technological advances in LPG carrier design or equipment or otherwise; and


the size of the LPG carrier market is small and illiquid resulting to only a limited number of vessel sales taking place on an annual basis.
In addition, when vessel prices are considered to be low, companies not usually involved in shipping may make speculative vessel orders, thereby increasing the supply of vessel capacity, satisfying demand sooner and potentially suppressing charter rates. To the extent we enter into any future facilities that require the maintenance of a certain percentage of the fair market values of the LPG carrier(s) securing any future facility to the principal outstanding amount of the respective facility, a decline in the fair value of our LPG carriers could cause us not to be in compliance with such covenants.
Further, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of such acquisitions may increase and this could adversely affect our business, cash flows, financial condition and operating results. We may also incur losses and be unable to recoup part of our investment in our LPG carriers if we sell our LPG carriers at less than its book value due to unfavorable market or operating conditions.
The operation of LPG carriers has unique operational risks associated with the transportation of liquefied petroleum gases.
The operation of LPG carriers is inherently risky and presents unique operational risks. For example, an LPG release may cause significant environmental damage. Additionally, compared to other types of vessels, LPG carriers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and hazardous characteristics of LPG. Our crews could also be inadvertently exposed to escaped gases, which may pose a risk to their health and safety. As a result, the unique operational risks associated with the transportation of LPG could result in significantly more expensive insurance coverage and the associated costs of an LPG release or other health and safety incidents could exceed the insurance coverage available to us. Any of the foregoing factors may adversely affect our LPG carriers, our cash flows and segment and overall operating results.

14
APPENDIX A

Non-GAAP Financial Information

Daily TCE Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate is not a measure of financial performance under U.S. GAAP (i.e., it is a non-GAAP measure) and should not be considered as an alternative to any measure of financial performance presented in accordance with U.S. GAAP. We calculate Daily TCE Rate by dividing total vessel revenues (time charter and/or voyage charter revenues, and/or pool revenues, net of charterers’ commissions), less voyage expenses, by the number of Available Days during that period. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. The Daily TCE Rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate provides meaningful information to our investors because it compares daily net earnings generated by our vessel irrespective of the mix of charter types (e.g., time charter, voyage charter or other) under which our vessel is employed between the periods while it further assists our management in making decisions regarding the deployment and use of our vessel and in evaluating our financial performance. Our calculation of the Daily TCE Rates may not be comparable to that reported by other companies. See below for a reconciliation of Daily TCE rate to Vessel revenue, net, the most directly comparable U.S. GAAP measure.

The following table reconciles the calculation of the Daily TCE Rate for our vessel to Total vessel revenues, the most directly comparable U.S. GAAP financial measure, for the periods presented (amounts in U.S. dollars, except for Available Days):

Reconciliation of Daily TCE Rate to Total vessel revenues— Consolidated/ Tanker segment


   
Six months ended
June 30,
   
Six months ended
June 30,
 
    2024     2025  
Total vessel revenues
 
$
4,019,697
   
$
3,598,828
 
Voyage expenses - including commissions from related party
   
(156,626
)
   
(410,169
)
TCE revenues
 
$
3,863,071
   
$
3,188,659
 
Available Days
   
156
     
181
 
Daily TCE Rate
 
$
24,763
   
$
17,617
 


15