|
Form 20-F ☒
|
Form 40-F ☐
|
|
ROBIN ENERGY LTD.
|
||
|
Dated: April 10, 2026
|
||
|
By:
|
/s/ Petros Panagiotidis
|
|
|
Petros Panagiotidis
|
||
|
Chairman and Chief Executive Officer
|
||

| ■ |
Total vessel revenues: $4.3 million, as compared to $1.3 million for the three months ended December 31, 2024, or a 230.8% increase;
|
| ■ |
Net loss: $(0.7) million, as compared to $(0.2) million, for the three months ended December 31, 2024;
|
| ■ |
Operating income/(loss): $0.4 million, as compared to $(0.2) million, for the three months ended December 31, 2024;
|
| ■ |
Loss per common share, basic: $(0.2) per share, as compared to $(0.4) per share for the three months ended December 31, 2024;
|
| ■ |
Adjusted net income/(loss)(1): $0.5 million, as compared to $(0.2) million for the three months ended December 31, 2024;
|
| ■ |
EBITDA(1): $0.2 million, as compared to $0.2 million for the three months ended December 31, 2024;
|
| ■ |
Adjusted EBITDA(1): $1.4 million, as compared to $0.2 million for the three months ended December 31, 2024;
|
| ■ |
Cash of $5.6 million as of December 31, 2025, as compared to $369 as of December 31, 2024;
|
| ■ |
On October 27, 2025, we successfully completed a registered direct offering with a certain institutional investor, issuing and selling 0.3 million common shares and 1.0 million pre-funded warrants, resulting in
gross proceeds of approximately $7.0 million;
|
| ■ |
On November 13, 2025, we entered into an at-the-market (“ATM”) offering agreement with Maxim Group LLC and Rodman & Renshaw LLC, pursuant to which we may, from time to time, offer and sell up to $75.0 million
of our common shares through the sales agents at our discretion (as of April 10, 2026, we have received gross proceeds of $14.8 million under the ATM by issuing 3.8 million common shares);
|
| ■ |
On December 24, 2025, we effected a 1-for-5 reverse stock split, with all share and per-share amounts retroactively adjusted to reflect the reverse stock split.
|
| ■ |
Total vessel revenues: $9.9 million, as compared to $6.8 million for the year ended December 31, 2024, or a 45.6% increase;
|
| ■ |
Net (loss)/income: $(0.01) million, as compared to $1.1 million, for the year ended December 31, 2024;
|
| ■ |
Operating income: $0.7 million, as compared to $1.1 million, for the year ended December 31, 2024;
|
| ■ |
(Loss)/Earnings per common share, basic: $(0.30) per share, as compared to $2.20 per share for the year ended December 31, 2024;
|
| ■ |
Adjusted net income(1): $1.1 million, as compared to $1.1 million for the year ended December 31, 2024;
|
| ■ |
EBITDA(1): $1.7 million, as compared to $2.2 million for the year ended December 31, 2024;
|
| ■ |
Adjusted EBITDA(1): $2.8 million, as compared to $2.2 million for the year ended December 31, 2024;
|
| ■ |
Our spin-off (the “Spin-Off”) from Toro was completed on April 14, 2025 and our shares commenced trading on the Nasdaq Capital Market under the symbol “RBNE” on April 15, 2025;
|
| ■ |
On September 9, 2025, we completed allocations in the aggregate amount of $5 million to Bitcoin, as a primary treasury reserve asset. The above allocation comes as part of the newly adopted comprehensive Bitcoin
treasury framework, announced on July 31, 2025;
|
| ■ |
During the year ended December 31, 2025, we completed two LPG carrier vessel acquisitions; and
|
| ■ |
During the year ended December 31, 2025, we successfully completed six registered equity offerings, issuing and selling 2.3 million common shares and 1.0 million pre-funded warrants to certain institutional
investors, resulting in gross proceeds of approximately $32.8 million.
|
|
Tanker
|
||||||||
|
Name
|
Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Type of
Employment
|
Gross Charter
Rate
|
Estimated Redelivery
Date
|
|
|
Earliest
|
Latest
|
|||||||
|
Wonder Mimosa
|
Handysize
|
36,718
|
2006
|
Korea
|
Tanker Pool(1)
|
N/A
|
N/A
|
N/A
|
|
LPG Carriers
|
||||||||
|
Name
|
Type
|
DWT
|
Year
Built
|
Country of
Construction
|
Type of
Employment
|
Gross Charter
Rate
|
Estimated Redelivery
Date
|
|
|
Earliest
|
Latest
|
|||||||
|
Dream Syrax
|
LPG carrier 5,000 cbm
|
5,158
|
2015
|
Japan
|
Time Charter period(2)
|
$360,000 per month
|
Feb-27
|
Mar-27
|
|
Dream Terrax
|
LPG carrier 5,000 cbm
|
4,743
|
2020
|
Japan
|
Time Charter period(3)
|
$353,000 per month
|
Dec-26
|
Jan-27
|
| (1) |
The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of Handysize tanker vessels.
|
| (2) |
On January 30, 2026, it was agreed between us and the charterer that a new time charter period contract will commence from March 1, 2026 until March 1, 2027 (plus or minus seven days in charterer’s option), the rate would be increased to
$360,000 per month.
|
| (3) |
On October 9, 2025, it was agreed between us and the charterer that a new time charter period contract will commence from March 1, 2026 until January 1, 2027 (plus or minus seven days in charterer’s option), the rate would be increased to
$353,000 per month.
|
|
Three Months Ended
|
Year Ended
|
|||||||||||||||
|
(Expressed in U.S. dollars)
|
December
31, 2025
(unaudited)
|
December
31, 2024
(unaudited)
|
December
31, 2025
(unaudited)
|
December
31, 2024
(unaudited)
|
||||||||||||
|
Total vessel revenues
|
$
|
4,344,139
|
$
|
1,307,771
|
$
|
9,905,602
|
$
|
6,768,672
|
||||||||
|
Operating income/(loss)
|
$
|
441,571
|
$
|
(197,174
|
)
|
$
|
721,187
|
$
|
1,066,094
|
|||||||
|
Net (loss)/ income and comprehensive (loss)/income
|
$
|
(703,651
|
)
|
$
|
(197,011
|
)
|
$
|
(45,142
|
)
|
$
|
1,051,403
|
|||||
|
Adjusted net income/(loss)(1)
|
$
|
465,117
|
$
|
(197,011
|
)
|
$
|
1,103,458
|
$
|
1,051,403
|
|||||||
|
EBITDA(1)
|
$
|
191,895
|
$
|
176,601
|
$
|
1,687,765
|
$
|
2,233,024
|
||||||||
|
Adjusted EBITDA(1)
|
$
|
1,360,663
|
$
|
176,601
|
$
|
2,836,365
|
$
|
2,233,024
|
||||||||
|
(Loss)/earnings per common share, basic
|
$
|
(0.2
|
)
|
$
|
(0.4
|
)
|
$
|
(0.3
|
)
|
$
|
2.2
|
|||||
|
(Loss)/earnings per common share, diluted
|
$
|
(0.2
|
)
|
$
|
(0.4
|
)
|
$
|
(0.3
|
)
|
$
|
0.2
|
|||||
|
Three Months Ended
December 31,
|
Year Ended
December 31,
|
|||||||||||||||
|
(Expressed in U.S. dollars except for operational data)
|
2025
|
2024
|
2025
|
2024
|
||||||||||||
|
Ownership Days(1)(7)
|
276
|
92
|
582
|
366
|
||||||||||||
|
Available Days(2)(7)
|
276
|
92
|
580
|
326
|
||||||||||||
|
Operating Days(3)(7)
|
276
|
92
|
580
|
326
|
||||||||||||
|
Daily TCE Rate(4)
|
$
|
13,418
|
$
|
13,133
|
$
|
14,989
|
$
|
19,796
|
||||||||
|
Fleet Utilization(5)
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||||
|
Daily vessel operating expenses(6)
|
$
|
5,010
|
$
|
6,325
|
$
|
5,837
|
$
|
6,312
|
||||||||
| (1) |
Ownership Days are the total number of calendar days in a period during which we owned a vessel.
|
| (2) |
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.
|
| (3) |
Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.
|
| (4) |
Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial
measure calculated and presented in accordance with U.S. GAAP.
|
| (5) |
Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period.
|
| (6) |
Daily vessel operating expenses are calculated by dividing vessel operating expenses for the relevant period by the Ownership Days for such period.
|
| (7) |
Our definitions of Ownership Days, Available Days, Operating Days, Fleet Utilization may not be comparable to those reported by other companies.
|
|
(In U.S. dollars except for number of share data)
|
Three Months Ended
December 31,
|
Year Ended
December 31,
|
||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
REVENUES
|
||||||||||||||||
|
Pool revenues
|
2,298,139
|
1,307,771
|
7,507,528
|
6,768,672
|
||||||||||||
|
Time charter revenues
|
2,046,000
|
—
|
2,398,074
|
—
|
||||||||||||
|
Total vessel revenues
|
$
|
4,344,139
|
$
|
1,307,771
|
$
|
9,905,602
|
$
|
6,768,672
|
||||||||
|
EXPENSES
|
||||||||||||||||
|
Voyage expenses (including commissions to related party)
|
(640,844
|
)
|
(99,550
|
)
|
(1,212,013
|
)
|
(315,055
|
)
|
||||||||
|
Vessel operating expenses
|
(1,382,774
|
)
|
(581,883
|
)
|
(3,397,205
|
)
|
(2,310,287
|
)
|
||||||||
|
General and administrative expenses (including related party fees)
|
(653,563
|
)
|
(354,087
|
)
|
(1,810,195
|
)
|
(1,522,516
|
)
|
||||||||
|
Management fees - related parties
|
(306,100
|
)
|
(98,532
|
)
|
(638,551
|
)
|
(386,162
|
)
|
||||||||
|
Depreciation and amortization
|
(919,287
|
)
|
(370,893
|
)
|
(2,126,451
|
)
|
(1,168,558
|
)
|
||||||||
|
Operating income/(loss)
|
$
|
441,571
|
$
|
(197,174
|
)
|
$
|
721,187
|
$
|
1,066,094
|
|||||||
|
Interest and finance costs, net (1)
|
23,741
|
(2,719
|
)
|
393,544
|
(13,063
|
)
|
||||||||||
|
Other expenses, net(2)
|
(1,168,963
|
)
|
2,882
|
(1,159,873
|
)
|
(1,628
|
)
|
|||||||||
|
Net (loss)/income and comprehensive (loss)/income, net of taxes
|
$
|
(703,651
|
)
|
$
|
(197,011
|
)
|
$
|
(45,142
|
)
|
$
|
1,051,403
|
|||||
|
Dividend on Series A Preferred Shares
|
(125,000
|
)
|
—
|
(358,333
|
)
|
—
|
||||||||||
|
Net (loss)/income attributable to common shareholders
|
$
|
(828,651
|
)
|
$
|
(197,011
|
)
|
$
|
(403,475
|
)
|
$
|
1,051,403
|
|||||
|
(Loss)/earnings per common share, basic
|
$
|
(0.2
|
)
|
$
|
(0.4
|
)
|
$
|
(0.3
|
)
|
$
|
2.2
|
|||||
|
(Loss)/earnings per common share, diluted
|
$
|
(0.2
|
)
|
$
|
(0.4
|
)
|
$
|
(0.3
|
)
|
$
|
0.2
|
|||||
|
Weighted average number of common shares outstanding, basic:
|
3,449,876
|
477,345
|
1,492,097
|
477,345
|
||||||||||||
|
Weighted average number of common shares outstanding, diluted:
|
3,449,876
|
477,345
|
1,492,097
|
5,010,294
|
||||||||||||
| (1) |
Includes interest and finance costs and interest income, if any.
|
| (2) |
Includes aggregated amounts for foreign exchange losses and change in fair value of crypto assets-Bitcoin, as applicable in each period.
|
|
December 31,
2025
|
December 31,
2024
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
5,649,692
|
$
|
369
|
||||
|
Due from related parties
|
6,034,859
|
12,376,064
|
||||||
|
Investment in crypto-assets-Bitcoin
|
3,851,400
|
—
|
||||||
|
Other current assets
|
1,166,860
|
507,507
|
||||||
|
Total current assets
|
16,702,811
|
12,883,940
|
||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Vessels, net
|
39,207,988
|
6,875,903
|
||||||
|
Due from related parties
|
981,162
|
388,542
|
||||||
|
Other non-currents assets
|
2,057,152
|
1,433,595
|
||||||
|
Total non-current assets
|
42,246,302
|
8,698,040
|
||||||
|
Total assets
|
58,949,113
|
21,581,980
|
||||||
|
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Due to related parties
|
106,944
|
—
|
||||||
|
Other current liabilities
|
2,495,422
|
470,158
|
||||||
|
Total current liabilities
|
2,602,366
|
470,158
|
||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Total non-current liabilities
|
—
|
—
|
||||||
|
Total liabilities
|
—
|
470,158
|
||||||
|
MEZZANINE EQUITY:
|
||||||||
|
1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 2,000,000 and 0 shares issued and outstanding as of December 31, 2025, and December 31,
2024, respectively, aggregate liquidation preference of $50,000,000 and $0 as of December 31, 2025 and December 31, 2024, respectively
|
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: 3,900,000,000 shares authorized; 2,805,745 and 1,000 issued; 2,774,865 (net of 30,880 treasury shares) and 1,000 shares outstanding as of December 31, 2025
and December 31, 2024, respectively.
|
2,805
|
1
|
||||||
|
Preferred shares, $0.001 par value: 100,000,000 shares authorized; Series B preferred shares: 40,000 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024,
respectively.
|
40
|
—
|
||||||
|
Additional paid-in capital
|
31,573,963
|
—
|
||||||
|
Treasury shares; 30,880 and 0 shares as of December 31, 2025 and 2024, respectively
|
(130,548
|
)
|
—
|
|||||
|
Due from stockholder
|
—
|
(1
|
)
|
|||||
|
Accumulated deficit
|
(976,693
|
)
|
—
|
|||||
|
Total shareholders’ equity
|
30,469,567
|
21,111,822
|
||||||
|
Total liabilities, mezzanine equity and shareholders’ equity
|
$
|
58,949,113
|
$
|
21,581,980
|
||||
|
(Expressed in U.S. Dollars)
|
Year Ended December 31,
|
|||||||
|
2025
|
2024
|
|||||||
|
Cash Flows (used in)/provided by Operating Activities:
|
||||||||
|
Net (loss) / income
|
$
|
(45,142
|
)
|
$
|
1,051,403
|
|||
|
Adjustments to reconcile net income to net cash provided by Operating activities:
|
||||||||
|
Depreciation and amortization
|
2,126,451
|
1,168,558
|
||||||
|
Change in fair value of crypto assets-Bitcoin
|
1,148,600
|
—
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable trade, net
|
(204,382
|
)
|
434,536
|
|||||
|
Inventories
|
(101,770
|
)
|
(28,764
|
)
|
||||
|
Due from/to related parties
|
5,648,585
|
5,943,722
|
||||||
|
Prepaid expenses and other assets
|
(316,410
|
)
|
16,299
|
|||||
|
Accounts payable
|
259,876
|
(459,747
|
)
|
|||||
|
Accrued liabilities
|
987,934
|
189,476
|
||||||
|
Deferred revenue
|
698,000
|
—
|
||||||
|
Dry-dock costs paid
|
(31,451
|
)
|
(1,421,195
|
)
|
||||
|
Net Cash provided by Operating Activities
|
10,170,291
|
6,894,288
|
||||||
|
Cash flow (used in)/provided by Investing Activities:
|
||||||||
|
Vessel acquisitions and capitalized vessel improvements
|
(38,090,000
|
)
|
(71,786
|
)
|
||||
|
Purchase of crypto assets-Bitcoin
|
(5,000,000
|
)
|
—
|
|||||
|
Net cash used in Investing Activities
|
(43,090,000
|
)
|
(71,786
|
)
|
||||
|
Cash flows (used in)/provided by Financing Activities:
|
||||||||
|
Net increase/(decrease) in former parent company Investment
|
329,618
|
(6,822,484
|
)
|
|||||
|
Gross proceeds from issuance of common shares pursuant to registered direct offerings
|
32,773,860
|
—
|
||||||
|
Common share issuance expenses pursuant to registered direct offerings
|
(3,722,958
|
)
|
—
|
|||||
|
Payment of Dividend on Series A Preferred Shares
|
(251,389
|
)
|
—
|
|||||
|
Capital contribution from former parent company due to spin off
|
10,356,450
|
—
|
||||||
|
Payment for repurchase of common shares
|
(130,548
|
)
|
—
|
|||||
|
Payments related to Spin-Off
|
(786,001
|
)
|
—
|
|||||
|
Net cash provided by/(used in) Financing Activities
|
38,569,032
|
(6,822,484
|
)
|
|||||
|
Net increase in cash and cash equivalents
|
5,649,323
|
18
|
||||||
|
Cash and cash equivalents at the beginning of the period
|
369
|
351
|
||||||
|
Cash and cash equivalents at the end of the period
|
$
|
5,649,692
|
$
|
369
|
||||
|
Three Months Ended
December 31,
|
Year Ended
December 31,
|
|||||||||||||||
|
(In U.S. dollars, except for Available Days)
|
2025
|
2024
|
2025
|
2024
|
||||||||||||
|
Total vessel revenues
|
$
|
4,344,139
|
$
|
1,307,771
|
$
|
9,905,602
|
$
|
6,768,672
|
||||||||
|
Voyage expenses including commissions to related party
|
(640,844
|
)
|
(99,550
|
)
|
(1,212,013
|
)
|
(315,055
|
)
|
||||||||
|
TCE revenues
|
$
|
3,703,295
|
$
|
1,208,221
|
$
|
8,693,589
|
$
|
6,453,617
|
||||||||
|
Available Days
|
276
|
92
|
580
|
326
|
||||||||||||
|
Daily TCE Rate
|
$
|
13,418
|
$
|
13,133
|
$
|
14,989
|
$
|
19,796
|
||||||||
|
Three Months Ended
December 31,
|
Year Ended
December 31,
|
|||||||||||||||
|
(In U.S. dollars)
|
2025
|
2024
|
2025
|
2024
|
||||||||||||
|
Net (loss)/income, net of taxes
|
$
|
(703,651
|
)
|
$
|
(197,011
|
)
|
$
|
(45,142
|
)
|
$
|
1,051,403
|
|||||
|
Depreciation and amortization
|
919,287
|
370,893
|
2,126,451
|
1,168,558
|
||||||||||||
|
Interest and finance costs, net(1)
|
(23,741
|
)
|
2,719
|
(393,544
|
)
|
13,063
|
||||||||||
|
EBITDA
|
$
|
191,895
|
$
|
176,601
|
$
|
1,687,765
|
$
|
2,233,024
|
||||||||
|
Change in fair value of crypto assets -Bitcoin
|
$
|
1,168,768
|
$
|
—
|
$
|
1,148,600
|
$
|
—
|
||||||||
|
Adjusted EBITDA
|
$
|
1,360,663
|
$
|
176,601
|
$
|
2,836,365
|
$
|
2,233,024
|
||||||||
| (1) |
Includes interest and finance costs and interest income, if any.
|
|
Three Months Ended
December 31,
|
Year Ended
December 31,
|
|||||||||||||||
|
(In U.S. dollars)
|
2025
|
2024
|
2025
|
2024
|
||||||||||||
|
Net (loss) / income, net of taxes
|
$
|
(703,651
|
)
|
$
|
(197,011
|
)
|
$
|
(45,142
|
)
|
$
|
1,051,403
|
|||||
|
Change in Fair Value of Crypto assets -Bitcoin
|
1,168,768
|
—
|
1,148,600
|
—
|
||||||||||||
|
Adjusted net income/(loss)
|
$
|
465,117
|
$
|
(197,011
|
)
|
$
|
1,103,458
|
$
|
1,051,403
|
|||||||