Rubico Inc. filed a Form 6-K with the U.S. Securities and Exchange Commission on November 12, 2026, disclosing a Share Purchase Agreement signed on November 9, 2026, to acquire two special purpose vehicles each holding a shipbuilding contract for a 47,499 dwt chemical/product oil tanker.

Key Highlights

  • Purchase price: $14.5 million for all issued and outstanding shares of Roman Shark II Inc. and Roman Shark X Inc., payable no later than March 31, 2027.
  • Seller: Top Ships Inc., described in the filing as an affiliate of Mr. Evangelos Pistiolis.
  • Vessel deliveries: The tanker for Roman Shark II Inc. is scheduled for the fourth quarter of 2028; the tanker for Roman Shark X Inc. is scheduled for the fourth quarter of 2029.
  • Charter backlog: The total potential gross revenue backlog from time charter contracts, including optional years, is "about $150.9 million," according to the filing.
  • Sale and leaseback financing: Each SPV has entered into a financing agreement with CIB Financial Leasing Co., LTD for 85% of installments payable under its shipbuilding contract, at Term SOFR plus a margin of 1.80%.
  • Payment flexibility: The company may elect to pay any unpaid portion of the purchase price in newly issued Series G Perpetual Convertible Preferred Shares.
  • Board approval: The acquisition was approved by a special committee of independent and disinterested board members, which obtained a fairness opinion from an independent financial advisor.

Rubico's Share Purchase Agreement for Two Tanker-Holding SPVs

According to the filing, Rubico Inc. (NASDAQ:RUBI) entered into a Share Purchase Agreement on November 9, 2026, with Top Ships Inc. to acquire 500 registered shares of each of Roman Shark II Inc. and Roman Shark X Inc. Each of the two SPVs holds a shipbuilding contract with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for a 47,499 dwt chemical/product oil carrier. The aggregate pre-delivery installments payable under each shipbuilding contract total $45.2 million per vessel, of which $6.8 million per vessel has already been settled, the filing states.

The filing discloses that the Seller has secured time charter employment with "a major oil trader" for each vessel, beginning at delivery, for a firm duration of seven years, with the charterer holding an option to extend for four additional years. Under the sale and leaseback financing arrangements with CIB Financial Leasing Co., LTD, the company will make quarterly installment payments of $0.5 million per vessel over 10 years upon delivery, with balloon payments of $18.2 million per vessel payable alongside the final installments. Both the Seller and the Company will provide corporate guarantees to the leasing company, according to the filing.

The filing further states that to the extent the company raises capital through debt or equity issuances prior to Closing, it is obligated to apply 100% of the net cash proceeds directly toward payment of the purchase price. The transaction was reviewed and approved by a Transaction Committee composed of independent and disinterested board members, which also obtained a fairness opinion from an independent financial advisor. The report was signed by Chief Executive Officer Kalliopi Ornithopoulou on November 12, 2026.

What Was Disclosed

Rubico Inc. disclosed the terms of a Share Purchase Agreement to acquire two tanker-holding SPVs from Top Ships Inc. for $14.5 million, with delivery of the vessels scheduled in 2028 and 2029, associated financing arrangements, and a combined potential charter revenue backlog of about $150.9 million.