Rubico Inc. Announces Acquisition of Newbuilding Mega Yacht

Rhea-AI Summary

Rubico (Nasdaq: RUBI) entered into a purchase agreement to acquire from Top Ships a vessel-owning company that holds a shipbuilding contract for the newbuilding mega yacht M/Y Sanlorenzo 1150Exp for a purchase price of $38.0 million. Closing of the Owner’s share purchase under the SPA is expected no later than March 31, 2026. Delivery from the shipyard is expected in the second quarter of 2027. An earlier advance payment of $4.0 million made under a prior letter of intent was credited against the purchase price. A special independent committee of the board negotiated and approved the acquisition after obtaining a fairness opinion from an independent financial advisor.

Positive

• Purchase price of $38.0 million for newbuilding mega yacht
• $4.0 million advance payment credited to purchase price
• Independent committee approval and fairness opinion obtained

Negative

• Consummation required no later than March 31, 2026 (transaction timing risk)
• Delivery expected in Q2 2027 (capital committed until delivery)

Key Figures

Mega yacht purchase price $38.0 million Price for newbuilding M/Y Sanlorenzo 1150Exp under SPA

Advance payment $4.0 million Previously paid deposit credited against purchase price

Expected delivery Q2 2027 Scheduled delivery of newbuilding mega yacht from shipyard

SPA closing deadline March 31, 2026 Latest expected consummation date for purchase and sale

Share price pre‑news $1.07 Close before acquisition announcement

Daily price change -6.84% 24h move prior to news publication

52-week range $1.01–$200.70 Pre‑news 52-week low and high

Contracted revenue backlog $120.8 million From Nov 25, 2025 charter extensions release

Market Reality Check

$0.9990 Last Close

Volume Volume 139,355 is light at 0.17x the 20-day average of 811,289 ahead of this news. low

Technical Shares at $1.07 are trading well below the $44.57 200-day moving average, reflecting a heavily broken trend.

Peers on Argus 1 Up

While RUBI was down 6.84% pre‑announcement, marine peers like OP (+7.81%) and CTRM (+1.47%) were positive, pointing to a stock‑specific dynamic rather than a sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Acquisition LOI	Positive	-7.2%	Letter of intent for potential mega yacht acquisition and due diligence terms.
Nov 28	Reverse stock split	Negative	-26.2%	1-for-30 reverse split to support Nasdaq listing and share price.
Nov 25	Charter extensions	Positive	+54.2%	Extended tanker time charters and reported $120.8M contracted revenue backlog.
Nov 12	Fleet refinancing	Positive	-13.9%	Sale-and-leaseback refinancing of two Suezmax tankers releasing cash.
Nov 05	Equity offering	Negative	-49.8%	$7.5M underwritten public offering of units with short-term warrants.

Pattern Detected

Recent news often led to sharp moves, with positive operational updates sometimes selling off while dilutive/structural actions dropped sharply.

Recent Company History

Over the last two months, Rubico has combined financing actions with fleet and contract initiatives. A reverse split on Nov 28, 2025 and a $7.5M underwritten offering on Nov 5, 2025 were followed by a major refinancing of its two Suezmax tankers and new time charter extensions, creating a contracted revenue backlog of $120.8M. On Dec 4, 2025, Rubico disclosed a letter of intent for the same mega yacht featured in today’s acquisition announcement, showing a progression from evaluation to execution.

Market Pulse Summary

This announcement details Rubico’s transition from a prior letter of intent to a definitive purchase agreement for a newbuilding mega yacht at $38.0 million, with a previously paid $4.0 million deposit applied to the price and delivery expected in Q2 2027. An independent board committee and fairness opinion are highlighted. In context of recent financings and charter extensions, key watch points include how this acquisition fits with contracted revenue, balance sheet flexibility, and future capital plans.

Key Terms

purchase agreement financial

"announced today that it has entered into a purchase agreement (the “SPA”)"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

shipbuilding contract technical

"a vessel-owning company (the “Owner”) which is party to a shipbuilding contract"

A shipbuilding contract is a formal agreement between a buyer and a shipyard for designing, building and delivering a vessel to an agreed specification, price and timeline. For investors it signals future revenue, cash flow timing, and risk exposure—like ordering a custom-built house: the buyer locks in a price and delivery but faces construction delays, cost overruns or cancellation risks that can affect the shipyard’s financial health.

letter of intent financial

"The Company had previously announced that it had entered into a letter of intent"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

due diligence financial

"an exclusivity period during which the Company conducted a due diligence process"

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

fairness opinion financial

"after obtaining a fairness opinion from an independent financial advisor."

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

AI-generated analysis. Not financial advice.

ATHENS, Greece, Dec. 31, 2025 (GLOBE NEWSWIRE) -- Rubico Inc. (Nasdaq: RUBI) (the “Company” or “Rubico”), a global provider of shipping transportation services specializing in the ownership of vessels, announced today that it has entered into a purchase agreement (the “SPA”) for the acquisition from Top Ships Inc. of a vessel-owning company (the “Owner”) which is party to a shipbuilding contract for a newbuilding mega yacht, the M/Y Sanlorenzo 1150Exp, with expected delivery from the shipyard in the second quarter of 2027 for a purchase price of $38.0 million. Consummation of the purchase and sale of the Owner’s shares under the SPA is expected to take place no later than March 31, 2026.

The Company had previously announced that it had entered into a letter of intent providing an exclusivity period during which the Company conducted a due diligence process and evaluated the potential transaction. As previously announced, an advance payment of $4.0 million made pursuant to the letter of intent was credited against the purchase price of the newbuilding mega yacht. A special independent committee composed of independent members of the Company's board of directors negotiated and approved the acquisition, after obtaining a fairness opinion from an independent financial advisor.

About the Company

Rubico Inc. is a global provider of shipping transportation services specializing in the ownership of vessels.

The Company is incorporated under the laws of the Republic of the Marshall Islands and has executive offices in Athens, Greece. The Company's common shares trade on the Nasdaq Capital Market under the symbol “RUBI”.
Please visit the Company’s website at: https://rubicoinc.com/

For further information please contact:
Nikolaos Papastratis
Chief Financial Officer
Rubico Inc.
Tel: +30 210 812 8107
Email: npapastratis@rubicoinc.com

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including with respect to the yacht acquisition.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. Please see the Company’s filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

FAQ

What did Rubico (RUBI) announce on December 31, 2025 about a newbuilding mega yacht?

Rubico announced a purchase agreement to acquire an owner of the M/Y Sanlorenzo 1150Exp for $38.0 million, with delivery expected in Q2 2027.

When must Rubico complete the acquisition of the Owner under the SPA (RUBI)?

Consummation of the Owner share purchase is expected to occur no later than March 31, 2026.

How much did Rubico already pay toward the newbuilding (RUBI)?

An advance payment of $4.0 million made under a prior letter of intent was credited against the $38.0 million purchase price.

Who is the seller in Rubico's (RUBI) newbuilding transaction and what is being acquired?

Rubico is acquiring from Top Ships a vessel-owning company that is party to a shipbuilding contract for the M/Y Sanlorenzo 1150Exp.

What governance steps did Rubico take for the RUBI acquisition announced Dec 31, 2025?

A special independent committee of the board negotiated and approved the acquisition after obtaining a fairness opinion from an independent financial advisor.