Robin Energy Ltd. reported that investment adviser Empery Asset Management LP and Ryan M. Lane together beneficially own 306,574 common shares, including 5,502 shares issuable upon exercise of warrants. This represents 9.99% of Robin Energy’s common share class.
All 306,574 shares are reported with shared voting and dispositive power and no sole authority. The ownership calculation is based on 3,063,308 common shares outstanding after a 1-for-5 reverse split and warrant exercises, and is limited by a 9.99% beneficial ownership blocker in the warrants.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Robin Energy Ltd.
(Name of Issuer)
Common Shares, $0.001 par value per share
(Title of Class of Securities)
Y73118112
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
Y73118112
1
Names of Reporting Persons
Empery Asset Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
306,574.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
306,574.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,574.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 5,502 Common Shares issuable upon exercise of the Warrants (as defined in Item 2(a)).
SCHEDULE 13G
CUSIP No.
Y73118112
1
Names of Reporting Persons
Ryan M. Lane
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
306,574.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
306,574.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,574.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 5,502 Common Shares issuable upon exercise of the Warrants (as defined in Item 2(a)).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Robin Energy Ltd.
(b)
Address of issuer's principal executive offices:
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, Limassol, G4 3036, Cyprus
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to Common Shares, $0.001 par value per share (the "Common Shares") and the Common Shares issuable upon exercise of warrants (the "Warrants") of Robin Energy Ltd., a Marshall Islands corporation (the "Company"):
(i) Empery Asset Management, LP (the "Investment Manager"), with respect to the Common Shares held by, and the Common Shares issuable upon exercise of the Warrants held by, funds to which the Investment Manager serves as investment manager (the "Empery Funds"); and
(ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the Common Shares held by, and the Common Shares issuable upon exercise of the Warrants held by, the Empery Funds.
The Investment Manager serves as the investment manager to each of the Empery Funds. Mr. Lane (the "Reporting Individual") is the managing member of a limited liability company that is the managing member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is:
1 Rockefeller Plaza, Suite 1205
New York, New York 10020
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Shares, $0.001 par value per share
(e)
CUSIP No.:
Y73118112
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 3,063,308 Common Shares outstanding, including 2,805,746 Common Shares outstanding as of December 23, 2025, as reported in the Company's Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on October 27, 2025 (after giving effect to the 1:5 reverse common share split on December 23, 2025) and 257,562 Common Shares issued upon exercise of Warrants exercised on December 31, 2025, and assumes exercise of the Warrants (subject to the Blocker (as defined below)).
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Common Shares (the "Blocker"), and the Common Shares listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Blocker. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blocker.
The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all of the Common Shares held by, and the Common Shares issuable upon exercise of the Warrants (subject to the Blocker) held by, the Empery Funds. The Reporting Individual, as the managing member of a limited liability company that is the managing member of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the Common Shares held by, and the Common Shares issuable upon exercise of the Warrants (subject to the Blocker) held by, the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. Each of the Empery Funds and the Reporting Individual hereby disclaims any beneficial ownership of any such Common Shares.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a) above.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What percentage of Robin Energy (RBNE) shares does Empery report holding?
Empery Asset Management LP and Ryan M. Lane report beneficial ownership of 9.99% of Robin Energy’s common shares. This percentage is based on 3,063,308 shares outstanding and includes shares issuable from warrants, subject to a 9.99% ownership blocker.
How many Robin Energy (RBNE) shares are beneficially owned by Empery and Ryan Lane?
They report beneficial ownership of 306,574 Robin Energy common shares. This total includes 5,502 common shares issuable upon exercise of warrants, calculated against 3,063,308 shares outstanding after a reverse split and warrant exercises.
What type of securities in Robin Energy (RBNE) are included in Empery’s holdings?
The holdings include common shares and common shares issuable upon exercise of warrants. Specifically, 5,502 common shares could be issued from warrants, but exercise is limited by a 9.99% beneficial ownership blocker in the warrant terms.
What is the 9.99% ownership blocker mentioned for Robin Energy (RBNE) warrants?
The warrants contain a 9.99% beneficial ownership blocker, preventing the reporting persons from exercising warrants if doing so would push their beneficial ownership above 9.99% of outstanding common shares. This cap limits how many warrant shares they can currently exercise.
Who are the reporting persons for the Robin Energy (RBNE) 9.99% stake?
The reporting persons are Empery Asset Management LP, as investment manager to certain funds, and Ryan M. Lane. Lane is associated with the general partner of the investment manager, and both may be deemed beneficial owners of the reported shares.
Does Empery have sole or shared voting power over Robin Energy (RBNE) shares?
The filing shows 0 shares with sole voting power and 306,574 shares with shared voting power. The same split applies to dispositive power, indicating decisions over these shares are shared rather than controlled by a single reporting person.
