Basis of Presentation and General Information |
6 Months Ended |
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Jun. 30, 2026 | |
| Basis of Presentation and General Information [Abstract] | |
| Basis of Presentation and General Information |
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) 31,823 common shares of Robin (post reverse stock splits as described below), (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” on April 15, 2025.
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”).
On December 24, 2025, the Company effected a reverse stock split on its issued and outstanding common shares, and on July 9, 2026, the Company effected a reverse stock split on its issued and outstanding common shares (Note 15(b)). All shares and per share amounts disclosed in the accompanying unaudited condensed
consolidated financial statements give effect to these reverse stock splits retroactively for the periods presented. The July 9, 2026 reverse stock split occurred after the close of the period but before the financial statements were issued and
has accordingly been given retroactive effect.
The Company’s vessels are currently engaged in the worldwide transportation of liquefied petroleum gas through its
vessel-owning subsidiaries.
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, provides commercial ship management services, ship management and chartering services to the vessels owned by the Company’s vessel-owning
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 until the sale date for M/T Wonder Mimosa, and from September 3, 2025 and March 13, 2026, for LPG Dream Syrax and LPG Dream Terrax, respectively, and a third-party manager provided
certain ship management services through subcontracting agreements to the vessels.
As of June 30, 2026, Robin had 7
wholly owned subsidiaries incorporated in the Republic of Marshall Islands.
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, 2025, filed with the
SEC on April 10, 2026 (the “2025 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.
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