[SCHEDULE 13D/A] Robin Energy Ltd. SEC Filing

Rhea-AI Filing Summary

Pani Corp. and its sole shareholder, Petros Panagiotis Panagiotidis, have materially reduced their equity stake in Robin Energy Ltd. (RBNE). Amendment No. 1 to Schedule 13D discloses that between 5–7 Aug 2025 the selling stockholder disposed of 716,000 common shares under a previously filed Form F-3. The reporting persons now hold 580,405 common shares—9.68 % of RBNE’s 5,994,731 outstanding shares—down from 21.6 % on 25 Jun 2025 and 54.3 % on 17 Apr 2025.

The Form F-3 allows Pani to offer up to 1,296,405 shares via multiple channels and at variable prices, so additional sales remain possible. Although economic ownership fell below 10 %, voting influence may persist through 40,000 Series B preferred shares held separately by Pelagos Holdings, each carrying the voting power of 100,000 common shares.

• Reporting persons’ current sole/shared voting & dispositive power: 0 / 580,405 shares.
• Citizenship: Pani Corp. – Liberia; Mr. Panagiotidis – Greece.
• Purpose of transaction: portfolio disposition and potential continued secondary sales.

Signatures were executed on 7 Aug 2025 by Director Andreas Avgousti and Mr. Panagiotidis.

Positive

• Public float expansion by 716,000 shares may enhance liquidity and index eligibility.
• Registration statement flexibility gives the market clearer visibility into potential secondary offerings.

Negative

• Founder & insider ownership plunged from 54.3 % (Apr 2025) to 9.68 %, a potential negative signal on future prospects.
• Share overhang risk: up to 1.296 M shares remain registered for sale, pressuring price.
• Control misalignment: 40,000 super-voting Series B preferreds allow continued control without economic stake.

Insights

Securities Analyst

TL;DR: Insider cut stake from controlling 54 % to 9.7 %, signaling potential exit; free float rises but governance impact uncertain.

The accelerated sale of 716k shares and planned registration of up to 1.296 M shares materially increase RBNE’s public float, which can improve liquidity but also weighs on share supply and sentiment. Economic alignment of the founder drops sharply, often interpreted as a vote of diminished confidence or capital-raising need. Despite the Series B preferred block, common shareholders may worry about future dilution and continued overhang from remaining registered shares. On balance, I view the event as modestly negative for valuation multiples in the near term.

Corporate Governance Expert

TL;DR: Governance risk rises; founder keeps super-voting preferreds while trimming common, creating control/ownership mis-match.

Mr. Panagiotidis’s economic stake is now below 10 %, yet affiliated entities still command outsized voting power via 40k Series B preferreds. This dual-class discrepancy diminishes minority shareholder influence and may invite governance scrutiny. Future sales under the Form F-3 could further detach cash-flow rights from control. Investors should monitor any moves to convert or redeem the preferreds and evaluate board composition safeguards.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Robin Energy Ltd.

(Name of Issuer)

Common Shares, USD 0.001 par value per share

(Title of Class of Securities)

Y73118104

(CUSIP Number)

Petros Panagiotis Panagiotidis
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens
Limassol, G4, 3036
00 357 25 357 769

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. Y73118104

1

Name of reporting person

Pani Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LIBERIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 580,405.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 580,405.00

11

Aggregate amount beneficially owned by each reporting person

580,405.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.68 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 13: Percentage ownership is based on a total number of 5,994,731 common shares of the Issuer (each common share of the Issuer, a "Share") outstanding, as disclosed by the Issuer in the Form F-3 Registration Statement (as defined herein).

SCHEDULE 13D

CUSIP No. Y73118104

1

Name of reporting person

Petros Panagiotis Panagiotidis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GREECE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 580,405.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 580,405.00

11

Aggregate amount beneficially owned by each reporting person

580,405.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.68 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 8 and 10: Mr. Panagiotidis is the sole shareholder of Pani Corp. and he disclaims beneficial ownership of the 580,405 Shares, except to the extent of his pecuniary, voting and dispositive interests in such Shares. Note to Row 8: Pelagos Holdings Corp., an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,000 Shares. Note to Row 13: Percentage ownership is based on a total number of 5,994,731 Shares outstanding, as disclosed by the Issuer in the Form F-3 Registration Statement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, USD 0.001 par value per share
(b)	Name of Issuer: Robin Energy Ltd.
(c)	Address of Issuer's Principal Executive Offices: 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, Limassol, CYPRUS , 3036.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the previously filed statement on Schedule 13D filed on April 17, 2025 (as amended and supplemented from time to time, the "Schedule 13D"). Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned to such terms in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following: On July 1, 2025, the Issuer filed a registration statement on Form F-3 (File No. 333-288459) (the "Form F-3 Registration Statement") to register the offer and sale of up to 1,296,405 Shares by Pani, as the selling stockholder (the "Selling Stockholder"), pursuant to which the Selling Stockholder may sell some or all of the Shares covered by the Form F-3 Registration Statement from time to time on any stock exchange or automated interdealer quotation system on which the Issuer's Shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. Between August 5, 2025 and August 7, 2025, the Selling Stockholder sold 716,000 of its Shares in the open market pursuant to the Form F-3 Registration Statement.
Item 5.	Interest in Securities of the Issuer
(a)	See items 7 through 13 on each cover page to this Amendment. Pani is controlled by Mr. Panagiotidis. Mr. Panagiotidis may be considered to be a beneficial owner of the Shares held by Pani by virtue of his control of the equity and voting power of Pani. As of April 17, 2025, the Shares held by the Reporting Persons represented approximately 54.3% of the outstanding Shares. Such percentage was calculated based on a total number of 2,386,732 Shares outstanding, as disclosed by the Issuer in an annual report on Form 20-F with the SEC on April 15, 2025. From June 17, 2025 to June 25, 2025, the Issuer issued and sold 3,608,000 additional Shares to certain institutional investors pursuant to a registration statement on Form F-3 filed with the SEC on April 28, 2025. As a result of these offerings, as of June 25, 2025, the Shares held by the Reporting Persons represented approximately 21.6% of the outstanding Shares. Such percentage was calculated based on a total number of 5,994,731 Shares outstanding, as disclosed by the Issuer in the Form F-3 Registration Statement. Between August 5, 2025 and August 7, 2025, the Selling Stockholder sold 716,000 of its Shares in the open market pursuant to the Form F-3 Registration Statement. As a result of these sales, as of August 7, 2025, the Shares held by the Reporting Persons represented approximately 9.6819% of the outstanding Shares. Such percentage is calculated based on a total number of 5,994,731 Shares outstanding, as disclosed by the Issuer in the Form F-3 Registration Statement. Pelagos Holdings Corp., an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,000 Shares. To the best knowledge of the Reporting Persons, the Sole Director does not own any Shares.
(b)	Item 5(a) of this Amendment is incorporated by reference into this Item 5(b).
(c)	The response set forth in Item 3 of the Schedule 13D and in Item 5(c) of this Amendment are incorporated by reference in their entirety into this Item 5(c). Except as set forth on Schedule II attached hereto, the Reporting Persons, and to their knowledge, the Sole Director, have not effected any transactions in the Shares during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Schedule I Exhibit 99.2 - Schedule II

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pani Corp.

Signature:	/s/ Andreas Avgousti
Name/Title:	Andreas Avgousti / Director
Date:	08/07/2025

Petros Panagiotis Panagiotidis

Signature:	/s/ Petros Panagiotis Panagiotidis
Name/Title:	Petros Panagiotis Panagiotidis
Date:	08/07/2025

FAQ

How many Robin Energy (RBNE) shares does Pani Corp. currently own?

After sales on 5–7 Aug 2025, Pani Corp. owns 580,405 common shares, equal to 9.68 % of outstanding shares.

How many shares did the insider sell in August 2025?

The selling stockholder disposed of 716,000 common shares in open-market transactions.

What is the total number of RBNE common shares outstanding?

The filing cites 5,994,731 common shares outstanding, per the Form F-3 registration statement.

Can more shares be sold under the registration statement?

Yes. Up to 1,296,405 shares are registered, allowing additional sales through various venues and pricing methods.

Do preferred shares impact control at RBNE?

Yes. Pelagos Holdings holds 40,000 Series B preferreds, each with the voting power of 100,000 common shares, giving significant voting influence.

What was the ownership percentage before recent offerings?

On 17 Apr 2025, the reporting persons controlled approximately 54.3 % of RBNE’s common shares.