RBNE Filing: Underwritten Offering Boosts Shares to 12.63M, Reporting Stake Drops

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D reports that Pani Corp. and its controller, Petros Panagiotis Panagiotidis, jointly hold 580,405 common shares of Robin Energy Ltd., representing approximately 4.59% of the company's outstanding common shares after a recent underwritten offering. The issuer completed a public offering that resulted in the issuance of 6,634,000 Shares (including partial exercise of an overallotment option), bringing total shares outstanding to 12,628,731. The Reporting Persons state they ceased to be beneficial owners of more than 5% of the class on September 15, 2025, solely due to this share issuance. The filing also notes that Pelagos Holdings Corp., controlled by Mr. Panagiotidis, holds 40,000 Series B Preferred Shares, each carrying the voting power of 100,000 Shares.

Positive

• Underwritten offering closed and the issuer successfully issued 6,634,000 Shares, increasing public float
• Reporting Persons disclosed changes promptly by filing Amendment No. 2 to update beneficial ownership metrics

Negative

• Significant dilution reduced the Reporting Persons' beneficial ownership below 5% (to 4.59%)
• Concentrated voting rights exist: Pelagos Holdings Corp. owns 40,000 Series B Preferred Shares, each with the voting power of 100,000 Shares, which could materially affect control despite low common-share holdings

Insights

Securities Analyst

TL;DR: Filing documents dilution from a sizable follow-on offering; Reporting Persons fall below 5% ownership.

The amendment straightforwardly discloses that an underwritten offering increased the issuer's share count to 12,628,731, reducing the Reporting Persons' stake to 4.59% (580,405 shares). This is a routine disclosure adjusting Schedule 13D percentages after equity issuance; there is no indication of purchases or sales by the Reporting Persons in the prior 60 days. For investors, the material point is dilution from the offering.

Corporate Governance Expert

TL;DR: Control dynamics merit attention due to Preferred voting rights despite sub-5% common stake.

Although the Reporting Persons now hold less than 5% of common shares, the filing highlights that Pelagos Holdings Corp. holds 40,000 Series B Preferred Shares with disproportionate voting power (each Preferred has the voting power of 100,000 common shares). That concentrated voting structure is material to governance and control considerations and should be weighed alongside common-share percentages when assessing ultimate influence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

09/15/2025

(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)

4.59 %

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 12,628,731 common shares of the Issuer (each common share of the Issuer, a "Share") outstanding, calculated as the sum of (i) 5,994,731 Shares outstanding as of September 12, 2025, as disclosed by the Issuer in the Prospectus Supplement (as defined herein), and (ii) 6,634,000 Shares issued pursuant to the Underwriting Agreement (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)

4.59 %

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 12,628,731 Shares outstanding, calculated as the sum of (i) 5,994,731 Shares outstanding as of September 12, 2025, as disclosed by the Issuer in the Prospectus Supplement (as defined herein), and (ii) 6,634,000 Shares issued pursuant to the Underwriting Agreement (as defined herein).

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. 2 to Schedule 13D (this "Amendment") amends and supplements the previously filed statement on Schedule 13D filed on April 17, 2025, as amended and supplemented by Amendment No. 1 thereto filed on August 7, 2025 (and as may be further 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. This Amendment is being filed to reflect the reduction of the percentage beneficially owned by each of the Reporting Persons below 5% solely as a result of the issuance of additional Shares by the Issuer. As disclosed in a Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") by the Issuer on September 12, 2025 (the "Form 6-K"), on September 11, 2025, the Issuer entered into an underwriting agreement (the "Underwriting Agreement") relating to an underwritten public offering of 5,769,230 Shares. Pursuant to the Underwriting Agreement, the underwriter was granted a 45-day option to purchase up to an additional 865,285 Shares. As disclosed by the Issuer in the Form 6-K, on September 11, 2025, the underwriter partially exercised the option to purchase an additional 864,770 Shares. The Issuer announced the closing of the offering on September 15, 2025. As a result of this offering, the Issuer issued a total of 6,634,000 Shares. The Schedule 13D is hereby supplementally amended as follows:
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 September 15, 2025, the Shares held by the Reporting Persons represent approximately 4.59% of the outstanding Shares. Such percentage is calculated based on a total number of 12,628,731 Shares outstanding, calculated as the sum of (i) 5,994,731 Shares outstanding as of September 12, 2025, as disclosed by the Issuer in a prospectus supplement filed with the SEC by the Issuer on September 12, 2025 (the "Prospectus Supplement") to a registration statement on Form F-3 filed with the SEC by the Issuer on April 24, 2025 and subsequently declared effective by the SEC on April 28, 2025, and (ii) 6,634,000 Shares issued pursuant to the Underwriting Agreement. 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)	Except as described in Amendment No. 1 to Schedule 13D filed on August 7, 2025, 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)	On September 15, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of Shares.

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:	09/16/2025

Petros Panagiotis Panagiotidis

Signature:	/s/ Petros Panagiotis Panagiotidis
Name/Title:	Petros Panagiotis Panagiotidis
Date:	09/16/2025

FAQ

What stake does Pani Corp. and Petros Panagiotis Panagiotidis hold in Robin Energy Ltd. (RBNE)?

As of the filing, the Reporting Persons beneficially own 580,405 common shares4.59% of outstanding common shares.

Why did the Reporting Persons fall below 5% ownership on RBNE?

They fell below 5% solely because the issuer completed an underwritten offering that increased total shares outstanding to 12,628,731.

How many shares were issued in Robin Energy's offering?

The issuer issued a total of 6,634,000 Shares as a result of the offering, which included partial exercise of the underwriter's option.

Does the filing report any transactions by the Reporting Persons in the last 60 days?

No. Except for disclosures in prior amendments, the Reporting Persons and, to their knowledge, the Sole Director, have not effected any transactions in the shares during the past 60 days.

Are there any special voting rights noted in the filing for RBNE?

Yes. The filing states Pelagos Holdings Corp. holds 40,000 Series B Preferred Shares, and each Series B Preferred Share carries the voting power of 100,000 common shares.