Robin Energy Ltd 6-K, filed Sep 23, 2026
Robin Energy Ltd. (RBNE)
6-K
2026-09-23
For: 2026-06-30
View Original
Added on
September 23, 2026
About this 6-K
Robin Energy Ltd filed this 6-K on September 23, 2026.
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 September 2026
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.
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Form 20-F ☒
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Form 40-F ☐
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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, 2026.
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
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Exhibit
No.
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Description
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Unaudited Consolidated Interim Financial Statements for the Six Months Ended June 30, 2026
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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101.INS
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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
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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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.
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ROBIN ENERGY LTD.
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Dated: September 23, 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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Exhibit 99.1
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
|
|
F-2
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|
|
F-3
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|
|
F-4
|
|
|
F-5
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|
|
F-6
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F-1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2025 and June 30, 2026
(Expressed in U.S. Dollars – except for share data)
|
December 31,
|
June 30,
|
|||||||||||
|
ASSETS
|
Note
|
2025
|
2026
|
|||||||||
|
CURRENT ASSETS:
|
||||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||||||
|
|
3
|
|
|
|||||||||
|
Accounts receivable trade
|
|
|
||||||||||
|
Inventories
|
|
|
||||||||||
| Prepaid expenses and other assets |
||||||||||||
|
Investment in crypto assets-Bitcoin
|
8 |
|
|
|||||||||
|
Total current assets
|
|
|
||||||||||
|
NON-CURRENT ASSETS:
|
||||||||||||
|
Vessels, net
|
3,5
|
|
|
|||||||||
|
|
3
|
|
|
|||||||||
|
Prepaid expenses and other assets, non current
|
|
|
||||||||||
|
Deferred charges, net
|
4
|
|
|
|||||||||
|
Total non-current assets
|
|
|
||||||||||
|
Total assets
|
$
|
|
$
|
|
||||||||
|
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
|
||||||||||||
|
CURRENT LIABILITIES:
|
||||||||||||
|
Accounts payable
|
|
|
||||||||||
|
|
|
|||||||||||
| Deferred revenue |
||||||||||||
|
Accrued liabilities
|
|
|
||||||||||
|
Total current liabilities
|
|
|
||||||||||
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NON-CURRENT LIABILITIES:
|
||||||||||||
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Total non-current liabilities
|
||||||||||||
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Commitments and contingencies
|
10
|
|||||||||||
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MEZZANINE EQUITY:
|
||||||||||||
|
|
7
|
|
|
|||||||||
|
Total mezzanine equity
|
|
|
||||||||||
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SHAREHOLDERS’ EQUITY:
|
||||||||||||
|
Common shares, $
|
6
|
|
|
|||||||||
|
Preferred shares, $
|
6
|
|
|
|||||||||
|
Additional paid-in capital
|
|
|
||||||||||
| Treasury shares; |
( |
) | ||||||||||
|
(Accumulated deficit)/Retained earnings
|
(
|
)
|
||||||||||
|
Total shareholders’ equity
|
|
|
||||||||||
|
Total liabilities, mezzanine equity and shareholders’ equity
|
|
|
||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars – except for share data)
|
Six months Ended
June 30,
|
Six months Ended
June 30,
|
|||||||||||
|
REVENUES:
|
Note | 2025 | 2026 | |||||||||
|
Pool revenues
|
12
|
|
|
|||||||||
| Time charter revenues |
||||||||||||
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Total vessel revenues
|
|
|
||||||||||
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EXPENSES:
|
||||||||||||
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Voyage expenses (including $
|
3,13
|
(
|
)
|
(
|
)
|
|||||||
|
Vessel operating expenses
|
13
|
(
|
)
|
(
|
)
|
|||||||
|
Management fees to related party
|
3
|
(
|
)
|
(
|
)
|
|||||||
|
Depreciation and amortization
|
4,5
|
(
|
)
|
(
|
)
|
|||||||
|
General and administrative expenses (including $
|
3
|
(
|
)
|
( |
) | |||||||
|
Gain on sale of vessel (including $
the six months ended June 30, 2025, and 2026, respectively) |
3 | |||||||||||
|
Total expenses
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
|
Operating income
|
$
|
|
$
|
|
||||||||
|
OTHER (EXPENSES)/INCOME:
|
||||||||||||
|
Finance costs
|
(
|
)
|
(
|
)
|
||||||||
|
Interest income
|
|
|
||||||||||
| Change in fair value of crypto assets-Bitcoin |
8 |
( |
) | |||||||||
|
Foreign exchange (losses)/gains
|
(
|
)
|
|
|||||||||
|
Total other income/(expenses), net
|
$
|
|
$
|
(
|
)
|
|||||||
|
Net income and comprehensive income
|
$
|
|
$
|
|
||||||||
|
Dividend on Series A Preferred Shares
|
3,15
|
(
|
)
|
(
|
)
|
|||||||
|
Net income attributable to common shareholders
|
$
|
|
$
|
|
||||||||
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Earnings per common share, basic
|
11
|
$ |
|
$ |
|
|||||||
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Earnings per common share, diluted
|
11
|
$ |
|
$ |
|
|||||||
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Weighted average number of common shares, Basic
|
11
|
|
|
|||||||||
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Weighted average number of common shares, Diluted
|
11
|
|
|
|||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND MEZZANINE EQUITY
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars – except for share data)
| Treasury stock | Mezzanine equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
|
# of
Series B
Preferred
Shares
|
Par Value
of Preferred
Series B
shares
|
# of
Common
shares
|
Par
Value of
Common
Shares
|
# of
Common Shares
|
Amount
|
Additional
Paid-in capital |
Due from
Stockholder
|
Former Parent
Company Investment
|
(Accumulated deficit)/
Retained earnings
|
Total Shareholders’ Equity
|
# of Series A
Preferred Shares
|
Mezzanine
Equity
|
||||||||||||||||||||||||||||||||||||||||
|
Balance, December 31, 2024
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Net income and comprehensive income
|
—
|
|
—
|
|
—
|
|
|
|
|
(
|
)
|
|
—
|
— | ||||||||||||||||||||||||||||||||||||||
|
Net increase in Former Parent Company Investment
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
—
|
— | |||||||||||||||||||||||||||||||||||||||
|
Cancellation of common shares due to Spin-Off
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
—
|
— | |||||||||||||||||||||||||||||||||||||
|
Capitalization at Spin-Off, including Issuance of capital and preferred stock, net of costs
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Issuance of common shares pursuant to registered equity offerings
|
|
|
|
|
|
|
|
|
|
|
|
—
|
— | |||||||||||||||||||||||||||||||||||||||
|
Dividend on Series A preferred shares
|
—
|
|
—
|
|
—
|
|
|
|
|
(
|
)
|
(
|
)
|
—
|
— | |||||||||||||||||||||||||||||||||||||
|
Balance, June 30, 2025
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
Balance, December 31, 2025
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Net income and comprehensive income
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
—
|
— | |||||||||||||||||||||||||||||||||||||||
|
Redemption of fractional shares
|
—
|
|
(
|
)
|
|
|
|
|
|
|
|
|
—
|
— | ||||||||||||||||||||||||||||||||||||||
|
Exercise of pre-funded warrants(Note 6)
|
—
|
|
|
|
|
|
(
|
)
|
|
|
|
|
—
|
— | ||||||||||||||||||||||||||||||||||||||
|
Issuance of common shares pursuant to ATM (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
— | |||||||||||||||||||||||||||||||||||||||
|
Repurchase of common shares pursuant to self-Tender offer (Note 6)
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
|
|
(
|
)
|
—
|
— | |||||||||||||||||||||||||||||||||||
|
Cancellation of common shares pursuant to share repurchase program
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
—
|
— | ||||||||||||||||||||||||||||||||||||
|
Dividend on Series A preferred shares
|
—
|
|
—
|
|
—
|
|
|
|
|
(
|
)
|
(
|
)
|
—
|
— | |||||||||||||||||||||||||||||||||||||
|
Balance, June 30, 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars)
|
Note
|
Six months ended
June 30,
2025
|
Six months ended
June 30,
2026
|
||||||||||
|
Cash Flows (used in)/provided by Operating Activities:
|
||||||||||||
|
Net income
|
$
|
|
$
|
|
||||||||
|
Adjustments to reconcile net income to net cash provided by Operating activities:
|
||||||||||||
|
Depreciation and amortization
|
4,5
|
|
|
|||||||||
|
Change in fair value of crypto assets-Bitcoin
|
||||||||||||
|
Gain on sale of vessel
|
( |
) | ||||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable trade
|
(
|
)
|
(
|
)
|
||||||||
|
Inventories
|
(
|
)
|
|
|||||||||
|
Due from related party
|
|
|
||||||||||
|
Prepaid expenses and other assets
|
(
|
)
|
|
|||||||||
|
Accounts payable
|
(
|
)
|
|
|||||||||
|
Accrued liabilities
|
|
|
||||||||||
|
Deferred revenue
|
||||||||||||
|
Dry-dock costs paid
|
|
(
|
)
|
|||||||||
|
Net cash provided by Operating Activities
|
|
|
||||||||||
|
Cash flow (used in)/provided by Investing Activities:
|
||||||||||||
|
Capitalized vessel improvements
|
|
(
|
)
|
|||||||||
|
Net proceeds from sale of vessel
|
||||||||||||
|
Net cash provided by Investing Activities
|
|
|
||||||||||
|
Cash flows (used in)/provided by Financing Activities:
|
||||||||||||
|
Net increase in Former Parent Company Investment
|
|
|
||||||||||
|
Gross proceeds from issuance of common shares pursuant to registered direct offerings
|
6
|
|
|
|||||||||
|
Common share issuance expenses pursuant to registered equity offerings
|
( |
) | ||||||||||
|
Gross proceeds from issuance of common shares pursuant to at the Market offering agreement
|
||||||||||||
|
Common share issuance expenses pursuant to at the Market offering agreement
|
( |
) | ||||||||||
|
Payment for repurchase of common shares pursuant to self-tender offer
|
( |
) | ||||||||||
|
Payment of Dividend on Series A Preferred Shares
|
(
|
)
|
(
|
)
|
||||||||
|
Capital contribution from Former Parent Company due to Spin-Off
|
1,6
|
|
|
|||||||||
|
Net cash provided by Financing Activities
|
|
|
||||||||||
|
Net increase in cash and cash equivalents
|
|
|
||||||||||
|
Cash and cash equivalents at the beginning of the period
|
|
|
||||||||||
|
Cash and cash equivalents at the end of the period
|
|
|
||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-5
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) 31,823 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.
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)
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.
2. Significant Accounting Policies and Recent Accounting Pronouncements:
A discussion of the Company’s significant accounting policies can be found in the consolidated financial statements for the year
ended December 31, 2025, included in the Company’s 2025 Annual Report. During the six-month period ended June 30, 2026, except for the recent accounting pronouncements described below, there were no other significant changes to the Company’s
significant accounting policies or recent accounting pronouncements issued that the Company expects to have a potential impact on its consolidated financial statements.
Recent Accounting Pronouncements:
In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified
Preferred Stock. The amendments in this update require entities to initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock using the PIK dividend rate stated in the preferred stock agreement, rather than at fair
value. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated
financial statements.
In May 2026, the FASB issued Accounting Standards Update No. 2026-02, Environmental Credits and Environmental Credit Obligations
(Topic 818), which establishes guidance for the recognition, measurement, presentation and disclosure of environmental credits and related environmental credit obligations. The amendments are effective for annual reporting periods beginning after
December 15, 2027, including interim periods within those annual reporting periods, with early adoption permitted, and are required to be applied retrospectively. The Company is currently evaluating the impact of adopting this guidance on its
consolidated financial statements.
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)
3. Transactions with Related Parties:
(a) Castor Ships:
For a further description of the services provided by, and transactions with, Castor Ships prior to January 1, 2026, please refer to
Note 3 to the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report.As of June 30, 2026, Castor Ships provided most of the ship management services from June 7, 2023 until the sale
date, September 3, 2025 and March 13, 2026, for M/T Wonder Mimosa, LPG Dream Syrax and LPG Dream Terrax, respectively and a third-party manager provided certain ship management services through subcontracting agreements to the vessels. Castor Ships
pays, at its own expense, the third-party management company a fee for the services it has subcontracted to such company without any additional cost to the Company.
During the six months ended June 30, 2025 and 2026, Castor Ships charged and collected the following fees and commissions: (i)
management fees amounting to $193,851 and $544,600 ,
respectively, (ii) charter hire commissions amounting to $116,068 and $245,934 , respectively and (iii) sale and purchase commissions amounting to $0 and $128,000 (due to the sale of the vessel M/T Wonder Mimosa (Note 5)). During the six months ended June 30, 2025 and 2026, the Company was charged capital raising commissions by Castor Ships amounting to $171,570 and $170,504 , 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 consolidated financial statements and related notes
included in the 2025 Annual Report. During 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 $50,757 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 2026, the aggregate amount of $222,185 and the amount of $410,480 , 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 December 31, 2025 and June 30, 2026, the working capital guarantee advances to Castor Ships amounted to $981,162 and $592,620 , respectively, which are presented in ‘Due from related party, non-current’ in the accompanying unaudited condensed consolidated balance sheets.
As of December 31, 2025 and June 30, 2026, working capital guarantee deposits relating to third-party managers and advances for operating expenses made by the Company to Castor Ships amounted to $6,034,859 and $4,619,805 which are included in ‘Due from related
party, 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). During the six months ended June 30, 2026, the Company paid to Toro a dividend amounting to $250,000 and the amount of accrued dividend on Series A Preferred Shares due to Toro as of June 30, 2026 was $106,944 , and is presented in ‘Due to related party, current’ in the accompanying unaudited condensed consolidated balance sheet.
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)
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, 2025
|
$
|
|
||
|
Amortization
|
(
|
)
|
||
|
Balance June 30, 2026
|
$
|
|
||
5. Vessels, net:
(a) 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, 2025
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Capitalized vessel improvements
|
(
|
)
|
—
|
(
|
)
|
|||||||
|
Vessel disposal (b)
|
(
|
)
|
|
(
|
)
|
|||||||
|
Depreciation
|
—
|
(
|
)
|
(
|
)
|
|||||||
|
Balance June 30, 2026
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
The Company reviewed its vessels for impairment and were not found to have an indication of impairment as the fair
values were in excess of carrying values on June 30, 2026.
|
(b) Vessel Disposal:
|
On April 22, 2026, the Company entered into an agreement with an unaffiliated third party for the sale of the M/T Wonder Mimosa for a gross sale price of $12.8 million. The vessel was delivered to its new
owners on April 29, 2026. In connection with this sale, the Company recognized during the second quarter of 2026 a gain of $6.2
million which is presented in ‘Gain on sale of vessel’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. The sale of the above vessel took place due to a favorable offer.
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. For a further description of the terms and rights of the Company’s capital stock and details of its equity transactions prior to January 1, 2026, please refer to Note 6 to the consolidated
financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report.
At the Market (“ATM”) Offering Agreement
During the six months ended June 30, 2026, the Company received gross proceeds of $17.1 million by issuing 0.4 million
common shares through the ATM offering agreement entered into on November 13, 2025, with Maxim Group LLC and Rodman & Renshaw LLC (“sales agents”), pursuant to which it may offer and sell common shares through the sales agents at its
discretion.
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)
6. Equity Capital Structure: (continued)
Prefunded Warrants
In the first quarter of 2026, all outstanding pre-funded warrants were exercised on a
net exercise basis for an aggregate of 68,445 common shares pursuant to the registered direct equity offering on October 27, 2025.
Self-Tender offer
On March 24, 2026, the Company commenced a tender offer to purchase up to 66,667 common shares (1,000,000 common
shares pre-reverse stock split as described in Note 1 and 15(b)) at $3.00 per share (pre-reverse stock split as described in Notes 1
and 15(b)), which expired on April 23, 2026. The offer was oversubscribed and the Company accepted 66,667 shares for an aggregate cost
of $3.0 million excluding fees relating to the offer.
Cancellation of repurchased common shares
On December 16, 2025, the Company’s Board of Directors authorized the
repurchase of up to $1.0 million of the Company’s common shares. During the year ended December 31, 2025, the Company repurchased 2,058 common shares for aggregate consideration of $0.1
million, which were classified as treasury shares as of December 31, 2025. These shares were cancelled in January 2026, and, as of June 30, 2026, there are no treasury shares.
As of June 30, 2026, the Company had 582,524
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. Details of the Company’s Series A Preferred Shares are discussed in Note 7 to the Company’s consolidated financial
statements for the year ended December 31, 2025, included in the 2025 Annual Report.
As of June 30, 2026, 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 unaudited condensed consolidated balance sheet. As the Series A
Preferred Shares are not considered probable of becoming redeemable, due to a specific threshold 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 and 2026, the Company paid to Toro a dividend amounting to $1,389 and $250,000 , respectively, on the Series A Preferred
Shares for the period from April 14, 2025 to April 14, 2025 and October 15, 2025 to April 14, 2026. The accrued amount for the period from April 15, 2026 to June 30, 2026 (included in the dividend period ended July 14, 2026) amounted to $106,944 .
8. Investment in
crypto assets-Bitcoin
Details of the Company’s Investment in crypto assets-Bitcoin is discussed in Note 8 to the Company’s consolidated
financial statements for the year ended December 31, 2025, included in the 2025 Annual Report. The following table sets forth the units held, cost basis, and the fair value of its investments in crypto
assets, as shown on the unaudited condensed consolidated balance sheets as of June 30, 2026:
|
Units
|
Cost basis
|
Fair value
|
||||||||||
|
Investment in crypto assets:
|
||||||||||||
|
Bitcoin
|
|
$
|
|
$
|
|
|||||||
|
Total
|
|
$
|
|
$
|
|
|||||||
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
8. Investment in
crypto assets-Bitcoin: (continued)
The following table presents a reconciliation of the fair value of the
Company’s investment in crypto assets- Bitcoin for the six months period ended June 30, 2026:
|
Investment in crypto assets-Bitcoin
|
||||
|
Balance December 31, 2025
|
$
|
|
||
|
Change in fair value of crypto assets-Bitcoin
|
(
|
)
|
||
|
Balance June 30, 2026
|
$
|
|
||
Bitcoin is included in current assets in the unaudited condensed consolidated balance sheets due to the Company’s ability
to sell them in a highly liquid marketplace and its intent to liquidate its bitcoin to support operations when needed.
9. Financial Instruments and Fair Value Disclosures:
The principal financial assets of the Company consist of cash at banks, trade accounts receivable, amounts due from related party,
and investments in crypto assets - Bitcoin. The principal financial liabilities of the Company consist of trade accounts payable, accrued liabilities and amounts due to related party.
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 party, 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.
|
| • |
Investments in crypto assets – Bitcoin: The carrying value reported in the accompanying unaudited condensed consolidated balance sheets for this financial instrument represents its fair value and is considered Level 1 item of the fair value hierarchy, as
it is determined though quoted prices in an active market.
|
| • |
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 party 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-10
ROBIN ENERGY LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
10. 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.
Commitments under long-term lease contracts
The following table sets forth the future minimum contracted lease payments to the Company (gross of charterers’ commissions), based on the Company’s vessels’
commitments to non-cancelable time charter contracts as of June 30, 2026. Non-cancelable time charter contracts include fixed-rate time charters.
|
Twelve-month period ending June 30,
|
Amount
|
|||
|
2027
|
$
|
|
||
|
Total
|
$
|
|
||
11. 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 (i) the Spin-Off and (ii) the reverse stock splits (Note 1 and 15(b)).
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 periods. 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,
|
|||||||
|
2025
|
2026
|
|||||||
|
Net income and comprehensive income (1)
|
$
|
|
$
|
|
||||
|
Dividend on Series A Preferred Shares
|
(
|
)
|
(
|
)
|
||||
|
Net income attributable to common shareholders, basic
|
$
|
|
$
|
|
||||
|
Dividend on Series A Preferred Shares
|
|
|
||||||
|
Net income attributable to common shareholders, diluted
|
$
|
|
$
|
|
||||
|
Weighted average number of common shares outstanding, basic
|
|
|
||||||
|
Effect of dilutive shares
|
|
|
||||||
|
Weighted average number of common shares outstanding, diluted
|
|
|
||||||
|
Earnings per common share, basic
|
$
|
|
$
|
|
||||
|
Earnings per common share, diluted
|
$
|
|
$
|
|
||||
|
(1)
|
|
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)
12. Vessel Revenues:
The following table includes the vessel revenues earned by the Company for the six months ended June 30, 2025 and 2026, as presented
in the accompanying unaudited interim condensed consolidated statements of comprehensive income:
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
2025
|
2026
|
|||||||
|
Pool revenues
|
|
|
||||||
| Time charter revenues |
||||||||
|
Total Vessel Revenues
|
$
|
|
$
|
|
||||
The Company
generates its revenues from time charters and pool arrangement for the six-month period ended June 30, 2026.
The
Company typically enters into time charters ranging from one month to twelve months , and, in isolated cases, for longer terms, depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed,
subject to the owner’s protective restrictions set forth in the agreed charterparty’s terms. Time charter agreements may have extension options that range over certain time periods, which are usually periods of months. The time charter party
generally provides, among others, typical warranties regarding the speed and the performance of the vessel as well as owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance
with applicable sanction laws and war risks, and carry only lawful and non-hazardous cargo.
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.
13. 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
|
2025
|
2026
|
||||||
| Brokerage commissions |
||||||||
|
Brokerage commissions-related party
|
|
|
||||||
|
Port & other expenses
|
|
|
||||||
| Bunkers consumption |
||||||||
|
Total Voyage expenses
|
$
|
|
$
|
|
||||
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
Vessel Operating Expenses
|
2025
|
2026
|
||||||
|
Crew & crew related costs
|
|
|
||||||
|
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
|
|
|
||||||
|
Lubricants
|
|
|
||||||
|
Insurance
|
|
|
||||||
|
Tonnage taxes
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total Vessel operating expenses
|
$
|
|
$
|
|
||||
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)
14. 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.
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.
The table below presents information about the Company’s reportable segment for the six months ended June 30, 2025, and 2026. 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.
|
Six months ended June 30, 2025
|
Six months ended June 30, 2026
|
|||||||||||||||||||
|
Tanker segment
|
Total
|
Tanker segment
|
LPG carrier
segment
|
Total
|
||||||||||||||||
|
Pool revenues
|
$
|
|
$
|
|
$
|
|
$ |
|
||||||||||||
| Time charter revenues |
||||||||||||||||||||
|
Total vessel revenues
|
$
|
|
$
|
|
$
|
|
$ |
$
|
|
|||||||||||
|
Voyage expenses (including charges from related party)
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
||||||||||
|
Vessel operating expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
||||||||||
|
Management fees to related party
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
||||||||||
|
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
(
|
)
|
||||||||||
| Gain on sale of vessel |
||||||||||||||||||||
|
Segments operating income
|
$
|
|
$
|
|
$
|
|
$ |
$
|
|
|||||||||||
|
Finance costs
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Interest income
|
|
|
||||||||||||||||||
| Change in fair value of crypto assets-Bitcoin |
( |
) | ||||||||||||||||||
|
Foreign exchange (losses)/gains
|
(
|
)
|
|
|||||||||||||||||
|
Less: Unallocated corporate general and administrative expenses (including related party)
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Net income and comprehensive income, before taxes
|
$
|
|
$
|
|
||||||||||||||||
A reconciliation of total segment assets to total assets presented in the accompanying
unaudited condensed consolidated balance sheets of December 31, 2025, and June 30, 2026, is as follows:
|
As of
December 31,
2025
|
As of
June 30,
2026
|
|||||||
|
Tanker segment
|
|
|
||||||
|
LPG carrier segment
|
||||||||
|
Cash and cash equivalents(1)
|
|
|
||||||
|
Prepaid expenses and other assets(1)
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
| (1) |
|
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)
15. Subsequent Events:
(a) Dividend on Series A Preferred
Shares: On July 15, 2026, the Company paid to Toro a dividend amounting to $125,000 on the Series A Preferred Shares for the dividend period from April 15, 2026 to July 14, 2026.
(b) Reverse
stock split: On July 9, 2026, the Company effected a reverse stock split of its common shares without any change in the number of authorized common shares. As a result of the reverse stock split, the number of issued
and outstanding shares as of July 9, 2026, was decreased to 582,297 0.001 per share.
(c) Underwritten equity offering: On July 27, 2026, the Company issued and sold 750,000 common shares at an
offering price of $4.00 per share in an underwritten public offering. The gross proceeds from the offering were $3.0 million, before deducting underwriting discounts, commissions, and other offering expenses. In addition, the Company has granted the underwriter a 45-day option to purchase up to 54,380 additional shares of common stock
at the public offering price less the underwriting discounts and commissions. The option expired on September 10, 2026 and no additional shares have been issued pursuant to this option.
(d) Withdrawal
of Form 20-F relating to proposed spin-off: In light of the sale of the Company’s tanker vessel, M/T Wonder Mimosa, completed on April 29, 2026, the proposed spin-off of the Company’s tanker segment announced in March 2026 will not proceed and the related registration statement filed with the SEC was withdrawn in July 2026.
(e) Investment in secured convertible loan notes: In September 2026, the Company, through a wholly owned subsidiary, invested $5.5 million (€4.7 million) in issued by IntegrEn Limited (the “Notes”), an Irish-domiciled developer of digital infrastructure and associated
energy generation assets in the United States and the United Kingdom. The Notes bear no coupon, mature on December 31, 2026, and are
redeemable at a premium to their principal amount; part of the Company's entitlement may instead be converted into equity of a subsidiary of the issuer. The Notes are secured over contractual rights of the issuer group, including any refund of
amounts prepaid under a supply contract, and benefit from a guarantee, provided by a third party and two group companies of the issuer, of certain deductions that may be applied against any such refund.
F-14
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, 2025, and June 30, 2026. 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, 2025 (the “2025 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 10, 2026. For additional information relating to
our management’s discussion and analysis of financial conditions and results of operations, please see our 2025 Annual Report. Unless otherwise defined herein, capitalized terms and expressions used herein shall have the same meanings ascribed
to them in the 2025 Annual Report. All share information in this report gives effect to the 1-for-15 reverse stock split of our common shares effected July 9, 2026 and the 1-for-5 reverse stock split of our common shares effected December 24,
2025.
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 2025 Annual Report.
We acquire, own, charter and operate tanker vessels and LPG carrier vessels. We currently own, charter and operate two LPG carrier
vessels, with an aggregate cargo carrying capacity of 0.01 million dwt and an average age of 8.8 years (together, our “Fleet”) and provide worldwide seaborne transportation services for liquefied petroleum gas (“LPG”).
During the six months ended June 30, 2026, we operated one tanker vessel, which was sold on April 29, 2026 and engaged in the worldwide
transportation of refined petroleum products, and two 5,000 cbm LPG carriers, which transport liquefied petroleum gas. 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 operate in two reportable segments: (i) the tanker segment and (ii) the LPG carrier segment.
In light of the sale of our tanker vessel, M/T Wonder Mimosa, completed on April 29, 2026, the
proposed spin-off of our tanker segment announced in March 2026 will not proceed and the related registration statement filed with the SEC was withdrawn in July 2026.
1
Our Fleet is currently contracted to operate under 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 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.
The following table summarizes key information about our Fleet as of September 23, 2026:
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
|
|||||||||
|
LPG Carrier Segment
|
|||||||||||||||||
|
LPG Dream
Syrax
|
5,158
|
2015
|
Japan
|
Period Time Charter
|
$
|
360,000 per month
|
February 2027
|
March 2027
|
|||||||||
|
LPG Dream Terrax
|
4,743
|
2020
|
Japan
|
Period Time Charter
|
$
|
353,000 per month
|
December 2026
|
January 202
|
7
|
||||||||
Recent Developments
Please refer to Note 15 to our unaudited interim condensed consolidated financial statements for developments that took place after June 30, 2026.
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 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 our 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;
|
2
| • |
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, tensions in the Middle East, including the war involving Iran, the U.S. and Israel, instability in Venezuela, acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea,
and the imposition of tariffs and other protectionist measures, such as port fees, imposed or threatened by the United States, China and other countries;
|
| • |
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 charterers and our ability to increase the number of our charterers and pool operators 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 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;
|
|
•
|
Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
|
| • |
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 2025 Annual Report.
Employment and operation of our fleet
A significant factor that impacts our profitability 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 segments 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-manager’s ability to leverage our relationships with existing or potential customers. As a recent entrant to the LPG carrier business, our customer base is currently concentrated to one charterer . In the six months ended June 30, 2026 , 53%
of our revenues were earned on time charter agreements entered into with a charterer relating to our LPG carrier vessels and 47% 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.
3
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 time charters and may be employed
under voyage 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.
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.
4
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 unscheduled
repairs and other unforeseen events.
Time Charter Equivalent (“TCE”) revenues. See Appendix A for a description of the TCE revenues.
Daily TCE Rate. See Appendix A for a description of the Daily TCE Rate.
Results of Operations
Consolidated Results of Operations
Six months ended June 30, 2026, as compared to the six months ended June 30, 2025
|
Six months ended
June 30, 2025
|
|
Six months ended
June 30, 2026
|
|
Change -
Amount
|
||||
|
Total vessel revenues
|
$
|
3,598,828
|
$
|
7,973,158
|
$ |
4,374,330
|
||
|
Expenses:
|
||||||||
|
Voyage expenses (including commissions to related party)
|
(410,169)
|
(747,043)
|
(336,874)
|
|||||
|
Vessel operating expenses
|
(1,238,068)
|
(2,732,190)
|
(1,494,122)
|
|||||
|
Management fees to related parties
|
(193,851)
|
(544,600)
|
(350,749)
|
|||||
|
Depreciation and amortization
|
(729,585)
|
(1,437,133)
|
(707,548)
|
|||||
|
General and administrative expenses (including costs from related parties)
|
(756,423)
|
(1,574,630)
|
(818,207)
|
|||||
|
Gain on sale of vessel
|
—
|
6,206,743
|
6,206,743
|
|||||
|
Operating income
|
270,732
|
7,144,305
|
6,873,573
|
|||||
|
Finance costs, net(1)
|
163,873
|
227,878
|
64,005
|
|||||
|
Foreign exchange (losses)/gains
|
(822)
|
2,702
|
3,524
|
|||||
|
Change in fair value of crypto assets-Bitcoin
|
—
|
(1,275,186)
|
(1,275,186)
|
|||||
|
Net income and comprehensive income
|
$
|
433,783
|
$
|
6,099,699
|
$ |
5,665,916
|
||
| (1) |
Includes finance costs, net of interest income, if any.
|
5
Total vessel revenues
Total vessel revenues for our fleet increased to $8.0 million in the six months ended June 30, 2026, from $3.6 million in the same period in 2025. This increase of $4.4 million
was largely driven by the increase in the Available Days of our fleet to 481 days in the six months ended June 30, 2026, from 181 days in the corresponding period in 2025, as a result of the acquisitions of LPG
Dream Syrax on September 3, 2025 and LPG Dream Terrax on September 25, 2025, partially offset by the sale of M/T Wonder Mimosa on April 29, 2026. During
the six months ended June 30, 2026, our fleet earned on average a Daily TCE Rate of $15,023, compared to an average Daily TCE Rate of $17,617 earned during the same period in 2025. This decrease in Daily TCE Rates was mainly due to the
acquisition of the two LPG carrier vessels which generally earn a lower Daily TCE Rate than the tanker vessel due to their size and the trade they operate in. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix A
for the definition and reconciliation of this metric to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Voyage expenses
Voyage expenses increased to $0.7 million for our fleet in the six months ended June 30, 2026, from $0.4 million compared to the same period in 2025, as a result of the increase
in the Available Days of our fleet in the six months ended June 30, 2026, compared to the same period in 2025.
Vessel Operating Expenses
The increase in vessel operating expenses for our fleet by $1.5 million to $2.7 million in the six months ended June 30, 2026, from $1.2 million in the corresponding period of
2025, mainly reflects the increase in the Ownership Days of our fleet to 481 days in the six months ended June 30, 2026, from 181 days in the corresponding period in 2025, as a result of the acquisition of the two LPG carrier vessels, partially
offset by the sale of the tanker vessel as described above.
Management Fees
Management fees for our fleet increased to $0.5 million in the six months ended June 30, 2026, from $0.2 million in the same period in 2025, as a result of (i) the increase of the Ownership Days of
our fleet and (ii) the increased management fees due to an inflation-based adjustment that was effected on July 1, 2025, following our entry into the master management agreement with Castor Ships with effect from April 14, 2025.
Depreciation and Amortization
Depreciation expenses for our fleet increased to $1.1 million in the six months ended June 30, 2026, from $0.3 million in the same period in 2025, as a result of the increase in
the Ownership Days of our fleet. Dry-dock amortization charges amounted to $0.4 million in the six months ended June 30, 2026 and in the same period in 2025, as a result of the increase in dry-dock amortization days to 436 dry-dock amortization
days in the six months ended June 30, 2026, from 181 days in the six months ended June 30, 2025, offset by the sale of M/T Wonder Mimosa which carried higher dry-dock amortization charges than the two LPG
carrier vessels.
6
General and Administrative Expenses
General and administrative expenses in the six months ended June 30, 2026, amounted to $1.6 million, whereas, in the six months ended June 30, 2025, general
and administrative expenses totaled $0.8 million. This increase is mainly associated with (i) incurred legal and other corporate fees primarily related to the growth of our Company, including expenses related to proposed spin-off (as described
above, the related registration statement was subsequently withdrawn in July 2026), and (ii) the flat management fee for the six months ended June 30, 2026, amounting to $0.4 million. 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 consolidated financial statements and related notes included in the 2025 Annual Report.
Gain on sale of vessel
On April 29, 2026, we concluded the sale of the M/T Wonder Mimosa which we sold, pursuant to an agreement dated April 22, 2026, for cash
consideration of $12.8 million. The sale resulted in net proceeds to the Company of $12.3 million and the Company recorded a gain on the sale of $6.2 million in the second quarter of 2026.
Change in fair value of crypto assets-Bitcoin
Change in fair value of crypto assets-Bitcoin in the six months period ended June 30, 2026 amounted to $(1.3) million, whereas, in the six months period ended June 30, 2025,
amounted to $nil. This decrease is mainly associated with the initial allocation of $5.0 million to Bitcoin completed on September 9, 2025, as part of the Company's adopted Bitcoin treasury framework, and the subsequent decline in the fair value
of Bitcoin for the six months ended June 30, 2026.
|
Six months ended
June 30, 2025
|
Six months ended
June 30, 2026
|
|
Change -
Amount
|
||||
|
Total vessel revenues
|
$
|
3,598,828
|
$
|
3,725,158
|
126,330
|
||
|
Expenses:
|
|||||||
|
Voyage expenses (including commissions to related party)
|
(410,169)
|
(531,552)
|
(121,383)
|
||||
|
Vessel operating expenses
|
(1,238,068)
|
(869,986)
|
368,082
|
||||
|
Management fees to related parties
|
(193,851)
|
(146,400)
|
47,451
|
||||
|
Depreciation and amortization
|
(729,585)
|
(358,331)
|
371,254
|
||||
|
Gain on sale of vessel
|
—
|
6,206,743
|
6,206,743
|
||||
|
Segment Operating income
|
1,027,155
|
8,025,632
|
6,998,477
|
||||
7
Total Vessel Revenues
Total vessel revenues for our tanker segment increased to $3.7 million in the six months ended June 30, 2026, from $3.6 million in the same period in 2025. This increase of $0.1
million was largely driven by the increase in the prevailing charter rates of our tanker vessel in the six months ended June 30, 2026, partially offset by the decrease in the Available Days of our tanker vessel to 119 days in the six months ended
June 30, 2026, from 181 days in the corresponding period in 2025, due to the sale of M/T Wonder Mimosa on April 29, 2026. During the six months ended June 30,
2026, our tanker vessel earned an average Daily TCE Rate of $26,837, compared to an average Daily TCE Rate of $17,617 earned during the same period in 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to “-Daily TCE Rate” and “-Reconciliation of Daily TCE Rate to Total vessel revenues —Tanker Segment” for the definition and reconciliation of this metric to Total vessel
revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Voyage Expenses
The increase in voyage expenses to $0.5 million for our tanker vessel in the six months ended June 30, 2026, from $0.4 million in the same period in 2025, mainly reflects the (i)
$0.1 million increase in port and other expenses due to increased costs of the EUAs, and (ii) $0.1 million of bunkers consumption costs, partially offset by the decrease in Available days in the six months ended June 30, 2026, compared to the
same period in 2025.
Vessel Operating Expenses
The decrease in operating expenses for our tanker vessel by $0.3 million to $0.9 million in the six months ended June 30, 2026, from $1.2 million in the corresponding period of 2025, mainly reflects
the decrease in the Ownership Days of our tanker vessel to 119 days in the six months ended June 30, 2026, from 181 days in the corresponding period in 2025, as a result of the sale of the tanker vessel as described above.
Management Fees
The decrease in management fees to $0.1 million in the six months ended June 30, 2026, from $0.2 million in the same period in 2025, mainly reflects the decrease in the Ownership
Days of our tanker vessel in the six months ended June 30, 2026, compared to the corresponding period in 2025.
Depreciation and Amortization
Depreciation expenses for our tanker vessel decreased to $0.2 million in the six months ended June 30, 2026, from $0.3 million in the same period in 2025, as a result of the
decrease in the Ownership Days of our tanker vessel. Dry-dock amortization charges decreased to $0.2 million in the six months ended June 30, 2026, from $0.4 million in the same period in 2025. These charges are 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 and sold on April 29, 2026.
Gain on sale of vessel – Refer to discussion under ‘Consolidated Results of Operations-Gain on sale of vessel’ above for details on the
sale of the M/T Wonder Mimosa.
8
Six months ended June 30, 2026— LPG Carrier Segment
|
Six months ended
June 30, 2026
|
|||||
|
Total vessel revenues
|
$
|
4,248,000
|
|||
|
Expenses:
|
|||||
|
Voyage expenses (including commissions to related party)
|
(215,491
|
)
|
|||
|
Vessel operating expenses
|
(1,862,204
|
)
|
|||
|
Management fees to related parties
|
(398,200
|
)
|
|||
|
Depreciation and amortization
|
(1,078,802
|
)
|
|||
|
Segment operating income
|
$
|
693,303
|
|
||
Total Vessel Revenues
Total vessel revenues for our LPG carrier segment amounted to $4.2 million in the six months ended June 30, 2026. During the six months ended June 30, 2026, we owned on average
2.0 LPG carriers that earned a Daily TCE Rate of $11,140. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to “—Daily TCE Rate” and “—Reconciliation of Daily TCE Rate to Total vessel revenues — LPG Carrier Segment” above for the definition and reconciliation of this metric to Total vessel revenues, the most directly comparable financial
measure calculated and presented in accordance with U.S. GAAP. During the period in which we owned them, both our LPG carriers were engaged in time charters.
Voyage Expenses
Voyage expenses for our LPG carrier segment amounted to $0.2 million in the six months ended June 30, 2026, and mainly comprised brokerage commissions.
Vessel Operating Expenses
Operating expenses for our LPG carrier segment amounted to $1.9 million in the six months ended June 30, 2026, and mainly comprised crew wages costs, stores, spares and insurance
costs.
Management Fees
Management fees for our LPG carrier segment amounted to $0.4 million in the six months ended June 30, 2026.
Depreciation and Amortization
Depreciation expense amounted to $0.9 million in the six months ended June 30, 2026 and exclusively relate to vessels’ depreciation for the period during which we owned them.
Dry-dock amortization charges in the six months ended June 30, 2026 amounted to $0.2 million.
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 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.
9
For the six months ended June 30, 2026, our principal sources of funds were cash from operations, the gross proceeds from the sale of common shares under our
at-the-market (“ATM”) offering agreement of $17.1 million and the net proceeds from the sale of M/T Wonder Mimosa of $12.3 million. On July
27, 2026, the Company issued and sold 750,000 common shares at an offering price of $4.00 per share in an underwritten public offering, resulting in gross proceeds of $3.0 million, before deducting underwriting discounts, commissions, and other
offering expenses.
As of June 30, 2026, and December 31, 2025, we had cash and cash equivalents of $35.7 million and $5.6 million, respectively. Cash and cash equivalents are primarily held in U.S.
dollars.
Working capital is equal to current assets minus current liabilities. As of June 30, 2026 and December 31, 2025 we had a working capital surplus of $41.4 million and $14.1
million, respectively.
We believe that our current sources of funds and those that we anticipate to internally generate over the short-term period will be sufficient to meet our known short-term and
long-term liquidity needs, including funding the operations of our business and meeting 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.
Investment in secured convertible loan notes
In September 2026, we, through a wholly owned subsidiary, invested $5.5 million (€4.7 million) in senior secured convertible loan notes issued
by IntegrEn Limited (the “Notes”), an Irish-domiciled developer of digital infrastructure and associated energy generation assets in the United States and the United Kingdom. The Notes bear no coupon, mature on December 31, 2026, and are
redeemable at a premium to their principal amount; part of our entitlement may instead be converted into equity of a subsidiary of the issuer. The Notes are secured over contractual rights of the issuer group, including any refund of amounts
prepaid under a supply contract, and benefit from a guarantee, provided by a third party and two group companies of the issuer, of certain deductions that may be applied against any such refund.
Cash Flows
The following table summarizes our net cash flows provided by operating, investing and financing activities for the six months ended June 30, 2026 and the six months ended June
30, 2025:
|
For the six months
ended
|
For the six months
ended
|
|||||||
|
June 30,
2025
|
June 30,
2026
|
|||||||
|
Net cash provided by operating activities
|
$
|
13,066,520
|
$
|
4,796,266
|
||||
|
Net cash provided by investing activities
|
—
|
12,210,242
|
||||||
|
Net cash provided by financing activities
|
26,340,497
|
13,083,053
|
||||||
|
Net increase in cash and cash equivalents
|
39,407,017
|
30,089,561
|
||||||
Operating Activities: Net cash provided by operating activities amounted to $4.8 million for the six months ended June 30, 2026,
consisting of net income of $6.1 million, with non-cash adjustment for the gain on sale of the M/T Wonder Mimosa of $6.2 million, non-cash adjustments related to depreciation and amortization of $1.4
million, change in fair value of crypto assets of $1.3 million and a net decrease of $2.2 million in working capital which mainly derived from a decrease in ‘Due from related parties’ by $1.9 million. 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 the Company’s subsidiaries which was receivable by the Company on demand from Toro’s cashflow.
Investing Activities: Net cash provided by investing activities in the six months ended June 30, 2026, amounting to $12.2 million, mainly
relates to the net proceeds from the sale of M/T Wonder Mimosa. There was no net cash provided by/(used in) investing activities in the six months ended June 30, 2025.
10
Financing Activities: Net cash provided by financing activities during the six months ended June 30, 2026 amounting to $13.1 million,
mainly relates to the aggregate gross proceeds less paid issuance expenses from the ATM offering amounting to $16.4 million, partially offset by the payment for repurchase of common shares pursuant to a self-tender offer amounting to $3.0
million. 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.
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 2025
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 2025 Annual Report and more precisely “Note
2. Summary of Significant Accounting Policies” of our consolidated financial statements included in our 2025 Annual Report.
APPENDIX A
Non-GAAP Financial Information
Time Charter Equivalent (“TCE”) revenues. The Time Charter Equivalent (“TCE”) revenues are a measure of the revenue
performance of a vessel and is defined as the total vessel revenues (time charter and/or voyage charter revenues and/or pool revenues, net of charterers’ commissions) less voyage expenses. The TCE revenues are 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. Management believes that the TCE revenues provides
meaningful information to our investors because it compares net earnings generated by our vessels irrespective of the mix of charter types (e.g., time charter, pool arrangement or other) under which our vessels are employed between the periods;
it further assists our management in making decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of the TCE revenues may not be comparable to that reported by other companies. See
below for a reconciliation of TCE revenues to Total vessel revenues, the most directly comparable U.S. GAAP measure.
Daily TCE Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a metric of the average daily net revenue performance of our
vessels. The Daily TCE Rate is not a metric of financial performance under U.S. GAAP (i.e., it is a non-GAAP metric) and should not be considered as an alternative to any metric of financial performance presented in accordance with U.S. GAAP. We
calculate Daily TCE Rate by dividing TCE revenues 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 metric 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 vessels irrespective of the mix of charter types (e.g.,
time charter, voyage charter or other) under which our vessels are employed between the periods while it further assists our management in making decisions regarding the deployment and use of our vessels 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 Total vessel revenues, the most directly comparable U.S. GAAP measure.
11
The following table reconciles the calculation of the TCE revenues and Daily TCE Rate for our vessels 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 TCE revenues and Daily TCE Rate to Total vessel revenues— Consolidated
|
Six months ended
June 30,
|
Six months ended
June 30,
|
|||||||
|
2025
|
2026
|
|||||||
|
Total vessel revenues
|
$
|
3,598,828
|
$
|
7,973,158
|
||||
|
Voyage expenses - including commissions from related party
|
(410,169
|
)
|
(747,043
|
)
|
||||
|
TCE revenues
|
$
|
3,188,659
|
$
|
7,226,115
|
||||
|
Available Days
|
181
|
481
|
||||||
|
Daily TCE Rate
|
$
|
17,617
|
$
|
15,023
|
||||
Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues— Tanker segment
|
Six months ended
June 30,
|
|
Six months ended
June 30,
|
||||||
|
2025
|
2026
|
|||||||
|
Total vessel revenues
|
$
|
3,598,828
|
$
|
3,725,158
|
||||
|
Voyage expenses - including commissions from related party
|
(410,169)
|
(531,552)
|
||||||
|
TCE revenues
|
$
|
3,188,659
|
$
|
3,193,606
|
||||
|
Available Days
|
181
|
119
|
||||||
|
Daily TCE Rate
|
$
|
17,617
|
$
|
26,837
|
||||
Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues— LPG carrier segment
|
|
Six months ended
June 30,
|
|||
|
2026
|
||||
|
Total vessel revenues
|
$
|
4,248,000
|
||
|
Voyage expenses - including commissions from related party
|
(215,491
|
)
|
||
|
TCE revenues
|
$
|
4,032,509
|
||
|
Available Days
|
362
|
|||
|
Daily TCE Rate
|
$ |
11,140
|
||
12