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RUBI 424B3: Acquisition

Rubico Inc.

Filed with the SEC on · accession 0001171843-26-007388

RUBI filed a 424B3 (prospectus (offering)) with the SEC on Nov 12, 2026. Rubico Inc. entered into a Share Purchase Agreement with Top Ships Inc., a related party, to acquire two SPVs holding shipbuilding contracts for two 47,499 dwt chemical/product oil tankers for $14.5 million, with deliveries scheduled in Q4 2028 and Q4 2029. The stock moved -10.6% by the first close after the filing.

Summary of the filing

Rubico Inc. entered into a Share Purchase Agreement with Top Ships Inc., a related party, to acquire two SPVs holding shipbuilding contracts for two 47,499 dwt chemical/product oil tankers for $14.5 million, with deliveries scheduled in Q4 2028 and Q4 2029. The vessels come with seven-year time charters to Trafigura and sale-leaseback financing covering 85% of shipbuilding installments.

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Key details

Purchase price for all shares of the SPVs$14.5M
Total potential gross revenue backlog from time charters including optional years$150.9M
Aggregate pre-delivery installments payable under shipbuilding contract per vessel$45.2M
Pre-delivery installments already settled per vessel$6.8M
Quarterly installment payments per vessel under financing$500K
Balloon payment per vessel payable with last installment$18.2M
AcquirerRubico Inc.
Seller, related partyTop Ships Inc.
Acquired spv holding shipbuilding contractRoman Shark II Inc.
Acquired spv holding shipbuilding contractRoman Shark X Inc.
ShipbuilderGuangzhou Shipyard International Company Limited
ShipbuilderChina Shipbuilding Trading Co., Ltd.
Time chartererTrafigura Maritime Logistics Pte Ltd
Sale and leaseback financing providerCIB Financial Leasing Co., LTD
Affiliate of seller (top ships inc.)Evangelos Pistiolis
Chief executive officerKalliopi Ornithopoulou

How RUBI stock reacted

Close before

$1.08

Nov 11, 2026

First close after

-10.60%

$0.97

5 trading days

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Since filing

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Frequently asked questions

What did RUBI file with the SEC on Nov 12, 2026?

RUBI filed a 424B3 (Acquisition). Rubico Inc. entered into a Share Purchase Agreement with Top Ships Inc., a related party, to acquire two SPVs holding shipbuilding contracts for two 47,499 dwt chemical/product oil tankers for $14.5 million, with deliveries scheduled in Q4 2028 and Q4 2029. The vessels come with seven-year time charters to Trafigura and sale-leaseback financing covering 85% of shipbuilding installments.

What does a acquisition mean for RUBI stock?

A contract important enough that investors need to know about it — a big customer contract, a loan, a merger agreement or a partnership.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did RUBI stock react to this filing?

RUBI closed at $1.08 before the filing and $0.97 on Nov 12, 2026 (-10.60%).

Other RUBI SEC filings

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