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Form 20-F ☒
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Form 40-F ☐
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Exhibit No.
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Description
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Press Release of Robin Energy Ltd., dated as of May 12, 2026
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ROBIN ENERGY LTD.
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Dated: May 12, 2026
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By:
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/s/ Petros Panagiotidis
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Petros Panagiotidis
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Chairman and Chief Executive Officer
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■ |
Total vessel revenues: $5.4 million, as compared to $1.6 million for the three months ended March 31, 2025, or a 237.5% increase;
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■ |
Net income/(loss): $0.5 million, as compared to $(0.1) million, for the three months ended March 31, 2025, or a 600.0% increase;
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■ |
Operating income/(loss): $1.3 million, as compared to $(0.1) million, for the three months ended March 31, 2025, or a 1,400.0% increase;
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■ |
Earnings/(Loss) per common share, basic: $0.08 per share, as compared to $(0.20) per share for the three months ended March 31, 2025;
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■ |
Adjusted net income/(loss)(1): $1.4 million, as compared to $(0.1) million for the three months ended March 31, 2025;
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■ |
EBITDA(1): $1.3 million, as compared to $0.3 million for the three months ended March 31, 2025;
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■ |
Adjusted EBITDA(1): $2.2 million, as compared to $0.3 million for the three months ended March 31, 2025;
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■ |
Cash of $23.7 million as of March 31, 2026, as compared to $5.7 million as of December 31, 2025;
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■ |
During the three months ended March 31, 2026, we received gross proceeds of $14.8 million by issuing 3.8 million common shares through an at-the-market ("ATM") offering agreement entered into on November 13,
2025, with Maxim Group LLC and Rodman & Renshaw LLC, pursuant to which we offered and sold common shares through the sales agents at our discretion. As of May 12, 2026, there were no further transactions; and
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■ |
On March 24, 2026, the Company commenced a tender offer to purchase up to 1.0 million common shares at $3.00 per share, which expired on April 23, 2026. The offer was oversubscribed, with approximately 1.9
million shares tendered. The Company accepted 1,000,000 shares including 339,775 “odd lots,” for purchase at $3.00 per share, for an aggregate cost of approximately $3.0 million excluding fees relating to the offer.
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(1)
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Adjusted net income/(loss), EBITDA and Adjusted EBITDA are not recognized measures under United States generally accepted accounting principles (“U.S. GAAP”). Please refer to Appendix B for the definitions
and reconciliation of these measures to Net income/(Loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
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LPG Carriers
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||||||||
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Name
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Type
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DWT
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Year
Built
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Country of Construction
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Type of
Employment
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Gross Charter Rate
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Estimated Redelivery
Date
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Earliest
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Latest
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|||||||
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Dream Syrax
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LPG carrier 5,000 cbm
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5,158
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2015
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Japan
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Time Charter period(1)
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$360,000 per month
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Feb-27
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Mar-27
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Dream Terrax
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LPG carrier 5,000 cbm
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4,743
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2020
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Japan
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Time Charter period(2)
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$353,000 per month
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Dec-26
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Jan-27
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| (1) |
On January 30, 2026, it was agreed between us and the charterer that a new time charter period contract commenced from March 1, 2026 until March 1, 2027 (plus or minus seven days in charterer’s option),
pursuant to which the rate was $360,000 per month.
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| (2) |
On October 9, 2025, it was agreed between us and the charterer that a new time charter period contract commenced from March 1, 2026 until January 1, 2027 (plus or minus seven days in charterer’s option),
pursuant to which the rate was $353,000 per month.
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Three Months Ended
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||||||||
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(Expressed in U.S. dollars)
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March 31,
2026
(unaudited)
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March 31,
2025
(unaudited)
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Total vessel revenues
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$
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5,373,718
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$
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1,587,164
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Operating income/(loss)
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$
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1,326,671
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$
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(77,496
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)
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Net income/(loss) and comprehensive income/(loss)
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$
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524,964
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$
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(82,077
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)
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Adjusted net income/(loss)(1)
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$
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1,373,634
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$
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(82,077
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)
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EBITDA(1)
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$
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1,336,520
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$
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284,351
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Adjusted EBITDA(1)
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$
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2,185,190
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$
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284,351
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Earnings/(loss) per common share, basic
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$
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0.08
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$
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(0.20
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)
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Earnings/(loss) per common share, diluted
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$
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0.03
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$
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(0.20
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)
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(1)
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Adjusted net income/(loss), EBITDA and Adjusted EBITDA are not recognized measures under U.S. GAAP. Please refer to Appendix B of this release for the definition and reconciliation of
these measures to Net income/(loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
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Three Months Ended
March 31,
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(Expressed in U.S. dollars except for operational data)
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2026
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2025
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Ownership Days(1)(7)
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270
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90
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Available Days(2)(7)
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270
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90
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Operating Days(3)(7)
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270
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90
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Daily TCE Rate(4)
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$
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17,870
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$
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15,153
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Fleet Utilization(5)(7)
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100
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%
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100
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%
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Daily vessel operating expenses(6)
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$
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5,663
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$
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7,106
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(1) |
Ownership Days are the total number of calendar days in a period during which we owned a vessel.
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(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.
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(3) |
Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.
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(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.
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(5) |
Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period.
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(6) |
Daily vessel operating expenses are calculated by dividing vessel operating expenses for the relevant period by the Ownership Days for such period.
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(7) |
Our definitions of Ownership Days, Available Days, Operating Days, Fleet Utilization may not be comparable to those reported by other companies.
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(In U.S. dollars except for number of share data)
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Three Months Ended
March 31,
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2026
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2025
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REVENUES
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Pool revenues
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3,264,718
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1,587,164
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Time charter revenues
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2,109,000
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—
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Total vessel revenues
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$
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5,373,718
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$
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1,587,164
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EXPENSES
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Voyage expenses (including commissions to related party)
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(548,922
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)
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(223,383
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)
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Vessel operating expenses
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(1,528,993
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)
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(639,574
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)
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General and administrative expenses (including related party fees)
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(810,661
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)
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(342,536
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)
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Management fees - related parties
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(298,500
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)
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(96,390
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)
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Depreciation and amortization
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(859,971
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)
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(362,777
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)
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Operating income/(loss)
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$
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1,326,671
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$
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(77,496
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)
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Interest and finance costs, net (1)
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48,415
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(3,651
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)
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Other expenses, net(2)
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(850,122
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)
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(930
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)
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Net income/(loss) and comprehensive income/(loss), net of taxes
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$
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524,964
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$
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(82,077
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)
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Dividend on Series A Preferred Shares
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(125,000
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)
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—
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Net income/(loss) attributable to common shareholders
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$
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399,964
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$
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(82,077
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)
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Earnings/(loss) per common share, basic
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$
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0.08
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$
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(0.20
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)
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Earnings/(loss) per common share, diluted
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$
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0.03
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$
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(0.20
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)
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Weighted average number of common shares outstanding, basic:
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4,981,238
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477,345
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Weighted average number of common shares outstanding, diluted:
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20,468,188
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477,345
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| (1) |
Includes interest and finance costs and interest income, if any.
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| (2) |
Includes aggregated amounts for foreign exchange losses and change in fair value of crypto assets-Bitcoin, as applicable in each period.
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March 31,
2026
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December 31,
2025
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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23,651,666
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$
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5,649,692
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Due from related parties
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4,597,618
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6,034,859
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Investment in crypto-assets-Bitcoin
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3,002,731
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3,851,400
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Other current assets
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1,488,934
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1,166,860
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Total current assets
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32,740,949
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16,702,811
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NON-CURRENT ASSETS:
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Vessels, net
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38,612,881
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39,207,988
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Due from related parties
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981,162
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981,162
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Other non-currents assets
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1,790,583
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2,057,152
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Total non-current assets
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41,384,626
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42,246,302
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Total assets
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74,125,575
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58,949,113
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LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
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CURRENT LIABILITIES:
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||||||||
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Due to related parties
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106,944
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106,944
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||||||
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Other current liabilities
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3,062,365
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2,495,422
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Total current liabilities
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3,169,309
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2,602,366
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NON-CURRENT LIABILITIES:
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||||||||
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Total non-current liabilities
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—
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—
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||||||
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Total liabilities
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—
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—
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||||||
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MEZZANINE EQUITY:
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||||||||
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1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 2,000,000 shares issued and outstanding as of March 31, 2026, and December 31, 2025,
respectively, aggregate liquidation preference of $50,000,000 as of March 31, 2026 and December 31, 2025, respectively
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25,877,180
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25,877,180
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||||||
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Total mezzanine equity
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25,877,180
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25,877,180
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SHAREHOLDERS’ EQUITY:
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Common shares, $0.001 par value: 3,900,000,000 shares authorized; 7,572,151 and 2,805,745 issued; 7,572,151 and 2,774,865 (net of 30,880 treasury shares) shares outstanding as of March 31, 2026
and December 31, 2025, respectively.
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7,572
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2,805
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||||||
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Preferred shares, $0.001 par value: 100,000,000 shares authorized; Series B preferred shares: 40,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.
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40
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40
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||||||
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Additional paid-in capital
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45,648,203
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31,573,963
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||||||
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Treasury shares; 0 and 30,880 shares as of March 31, 2026 and December 31, 2025, respectively
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—
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(130,548
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)
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|||||
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Accumulated deficit
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(576,729
|
)
|
(976,693
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)
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||||
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Total shareholders’ equity
|
45,079,086
|
30,469,567
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||||||
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Total liabilities, mezzanine equity and shareholders’ equity
|
$
|
74,125,575
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$
|
58,949,113
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||||
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(Expressed in U.S. Dollars)
|
Three Months Ended March 31,
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|||||||
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2026
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2025
|
|||||||
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Cash Flows (used in)/provided by Operating Activities:
|
||||||||
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Net income/(loss)
|
$
|
524,964
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$
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(82,077
|
)
|
|||
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Adjustments to reconcile net income/(loss) to net cash provided by Operating activities:
|
||||||||
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Depreciation and amortization
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859,971
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362,777
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||||||
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Change in fair value of crypto assets-Bitcoin
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848,670
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—
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||||||
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Changes in operating assets and liabilities:
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||||||||
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Accounts receivable trade
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(380,850
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)
|
(175,431
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)
|
||||
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Inventories
|
19,061
|
(34,477
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)
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|||||
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Due from/to related parties
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1,537,240
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(684,153
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)
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|||||
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Prepaid expenses and other assets
|
39,714
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(12,448
|
)
|
|||||
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Accounts payable
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(251,023
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)
|
106,273
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|||||
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Accrued liabilities
|
706,911
|
177,416
|
||||||
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Deferred revenue
|
15,000
|
—
|
||||||
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Net Cash provided by/(used in) Operating Activities
|
3,919,658
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(342,120
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)
|
|||||
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Cash flow (used in)/provided by Investing Activities:
|
||||||||
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Other vessel improvements
|
(100,000
|
)
|
—
|
|||||
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Net cash used in Investing Activities
|
(100,000
|
)
|
—
|
|||||
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Cash flows (used in)/provided by Financing Activities:
|
||||||||
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Net increase in former parent company Investment
|
—
|
341,937
|
||||||
|
Payment of Dividend on Series A Preferred Shares
|
(125,000
|
)
|
—
|
|||||
|
Gross proceeds from ATM
|
14,845,674
|
—
|
||||||
|
Capital issuance expenses paid pursuant to ATM
|
(538,358
|
)
|
—
|
|||||
|
Net cash provided by Financing Activities
|
14,182,316
|
341,937
|
||||||
|
Net increase/(decrease) in cash and cash equivalents
|
18,001,974
|
(183
|
)
|
|||||
|
Cash and cash equivalents at the beginning of the period
|
5,649,692
|
369
|
||||||
|
Cash and cash equivalents at the end of the period
|
$
|
23,651,666
|
$
|
186
|
||||
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Three Months Ended
March 31,
|
||||||||
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(In U.S. dollars, except for Available Days)
|
2026
|
2025
|
||||||
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Total vessel revenues
|
$
|
5,373,718
|
$
|
1,587,164
|
||||
|
Voyage expenses including commissions to related party
|
(548,922
|
)
|
(223,383
|
)
|
||||
|
TCE revenues
|
$
|
4,824,796
|
$
|
1,363,781
|
||||
|
Available Days
|
270
|
90
|
||||||
|
Daily TCE Rate
|
$
|
17,870
|
$
|
15,153
|
||||
|
Three Months Ended March 31,
|
||||||||
|
(In U.S. dollars)
|
2026
|
2025
|
||||||
|
Net income/(loss), net of taxes
|
$
|
524,964
|
$
|
(82,077
|
)
|
|||
|
Depreciation and amortization
|
859,971
|
362,777
|
||||||
|
Interest and finance costs, net(1)
|
(48,415
|
)
|
3,651
|
|||||
|
EBITDA
|
$
|
1,336,520
|
$
|
284,351
|
||||
|
Change in fair value of crypto assets -Bitcoin
|
$
|
848,670
|
$
|
—
|
||||
|
Adjusted EBITDA
|
$
|
2,185,190
|
$
|
284,351
|
||||
| (1) |
Includes interest and finance costs and interest income, if any.
|
|
Three Months Ended
March 31,
|
||||||||
|
(In U.S. dollars)
|
2026
|
2025
|
||||||
|
Net income/(loss), net of taxes
|
$
|
524,964
|
$
|
(82,077
|
)
|
|||
|
Change in fair value of crypto assets -Bitcoin
|
848,670
|
—
|
||||||
|
Adjusted net income/(loss)
|
$
|
1,373,634
|
$
|
(82,077
|
)
|
|||