Spin-off - Rubico Inc.
Form Type: 20FR12B
Filing Date: 2025-06-04
Corporate Action: Spin-off
Type: New
Accession Number: 000117184325003674
Filing Summary: Rubico Inc., a wholly owned subsidiary of Top Ships Inc., is undergoing a Spin-Off where the Parent will contribute two of its vessel-owning subsidiaries to Rubico Inc. and distribute all of Rubico's common shares to the Parent's shareholders and certain warrant holders, ensuring that they maintain the same proportional interest both before and after the Spin-Off. The Parent will distribute 100,000 Series D Preferred Shares mirroring the rights of certain existing preferred shares. After the Spin-Off, Rubico's common shares will be listed on the Nasdaq Capital Market under the symbol 'RUBI', with a distribution of approximately 3,057,337 shares expected at a ratio of one common share for every two common shares of the Parent held. The firm anticipates conducting a Private Placement of 75,000 common shares at $20.00 each to raise $1.5 million, expected to close concurrently with the Spin-Off. The company aims to become an independent publicly traded entity post-Spin-Off, supported by carve-out financial statements that reflect its historical performance.
Additional details:
Company Name: Rubico Inc.
Corporate Parent: Top Ships Inc.
Spin Off Ratio: 1:2
Preferred Shares Distribution: 100,000 Series D Preferred Shares
Private Placement Shares: 75,000
Private Placement Price: $20.00
Private Placement Proceeds: $1.5 million
Expected Trading Symbol: RUBI
Form Type: DRS/A
Filing Date: 2025-04-04
Corporate Action: Spin-off
Type: New
Accession Number: 000117184325002033
Filing Summary: Rubico Inc., currently a wholly owned subsidiary of Top Ships Inc., is preparing for a Spin-Off which involves the contribution of two vessel-owning subsidiaries, Athenean Empire Inc. and Roman Empire Inc., to Rubico Inc. The Spin-Off is to allow the Parent's shareholders to receive all of Rubico's issued and outstanding common shares on a pro rata basis. The anticipated distribution ratio for the Spin-Off is one common share for every two common shares of Top Ships held. The Spin-Off will also involve the distribution of 100,000 Series D Preferred Shares to specific shareholders, mirroring the rights of preferred stock already held by Top Ships' shareholders. The registration statement indicates an expected distribution of 3,057,337 common shares and describes the operational structure post-Spin-Off where both Rubico Inc. and Top Ships Inc. will function as independent publicly traded entities. Furthermore, there is a Private Placement of 75,000 common shares at a price of $20 per share, expected to close concurrently with the Spin-Off, aimed at raising $1.5 million. The document outlines the company’s plans for future operations, significant risks, and financial expectations surrounding the Spin-Off, including projections for compliance with exact timelines surrounding security registration and financial stability.
Additional details:
Type Of Security: common stock
Trading Symbol: RUBI
Exchange: Nasdaq Capital Market
Preferred Shares To Be Created: Series D Preferred Shares
Number Of Common Shares In Spin Off: 3057337
Spin Off Date: Not specified
Purchase Price Per Common Share: 20
Total Gross Proceeds: 1500000
Lock Up Period: 45 days
Form Type: DRS/A
Filing Date: 2024-08-02
Corporate Action: Spin-off
Type: New
Accession Number: 000117184324004377
Filing Summary: Rubico Inc. is proceeding with a planned Spin-Off from its parent company, Top Ships Inc. The Spin-Off entails the contribution of two vessel-owning subsidiaries, Athenean Empire Inc. and Roman Empire Inc., to Rubico Inc., which will subsequently distribute all of its issued and outstanding common shares to the shareholders and warrant holders of the Parent. This distribution is intended to be pro rata, allowing holders of the Parent’s shares to maintain their proportional interest post-Spin-Off. The plan includes the issuance of 100,000 Series D Preferred Shares, comparable to the Parent’s Series D preferred shares, to maintain voting rights alignment. The expected distribution encompasses up to 6,114,675 common shares, with the precise ratio depending on outstanding shares on the record date. Furthermore, Rubico Inc. is applying to register its common shares for listing on a major exchange under the ticker symbol 'RUBI'. The distribution will exclude fractional shares, aggregating them into whole shares for market sale. Post-Spin-Off, both Rubico Inc. and Top Ships Inc. will operate as independent publicly traded companies.
Additional details:
Vessel Owning Subsidiaries: ["Athenean Empire Inc.","Roman Empire Inc."]
Preferred Stock Distribution: {"series":"D","quantity":100000}
Common Shares Distribution: 6114675
Distribution Ratio: Pro rata based on Parent's outstanding shares
Registration Statement Type: Form 20-F
Form Type: DRS
Filing Date: 2024-06-27
Corporate Action: Spin-off
Type: New
Accession Number: 000117184324003676
Filing Summary: Rubico Inc. is a wholly owned subsidiary of TOP Ships Inc., and it is planned that TOP Ships will contribute two vessel-owning subsidiaries, Athenean Empire Inc. and Roman Empire Inc., to Rubico Inc. as part of a spin-off. The spin-off will involve distributing all issued and outstanding common shares of Rubico Inc. to TOP Ships shareholders and certain warrant holders on a pro-rata basis. 6,114,675 common shares will be distributed, with new Series D Preferred Shares allocated to the holder of the Series D preferred shares of TOP Ships. The spin-off distribution aims to maintain equality in warrant holder interests and is accompanied by a registration statement filed under Section 12 of the Securities Exchange Act. Following the spin-off, both Rubico and TOP Ships will operate as independent public companies with separate management.
Additional details:
Securities Registered: Shares of common stock, par value $0.01
Trading Symbol: RUBI
Company Contact Name: Nikolaos Papastratis
Company Contact Phone: +30 210 812 8107
Company Contact Email: [email protected]
Preferred Shares Distributed: 100,000 Series D Preferred Shares
Common Shares Distributed: 6,114,675 common shares
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