Robin Energy Ltd美股招股说明书(2025-10-27版)

1,400,000 Common SharesPre-Funded Warrants to Purchase 5,140,000 Common Shares(and Common Shares Underlying the Pre-Funded Warrants) Robin Energy Ltd. We are offering 1,400,000 of our common shares, or the Common Shares, par value $0.001 per share, and, in lieu of common stock to a certaininvestor, pre-funded warrants to purchase 5,140,000 shares of common stock with an exercise price of $0.001 per share, or the Pre-Funded Warrants,directly to a certain institutional investor, or the Investor, pursuant to this prospectus supplement and the accompanying base prospectus. The offeringprice of the Common Shares is $1.07 per share and the offering price of the Pre-Funded Warrants is $1.069 per Pre-Funded Warrant. Our common shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “RBNE”. On October23, 2025, the closing price for ourcommon shares as reported on the Nasdaq was $1.37 per share. We do not intend to list the Pre-Funded Warrants on the Nasdaq Capital Market, anyother national securities exchange or any other nationally recognized trading market. Without an active trading market, the liquidity of thesesecurities will be limited. We qualify as an “emerging growth company” as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, as such, we mayelect to comply with certain reduced reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” The Common Shares sold in this offering include preferred stock purchase rights which trade with the Common Shares and are also registered underthe registration statement of which this prospectus forms a part. We are also registering the Common Shares issuable from time to time upon exerciseof the Pre-Funded Warrants offered hereby. We have a multi-class capital structure consisting of Common Shares, Series A Preferred Shares and Series B Preferred Shares. Our commonshareholders are entitled to one vote for each Common Share held. Our Series A Preferred Shares have no voting rights, subject to limited exceptions,however each Series A Preferred Share has a stated amount of $25.00 per share, and each holder of Series A Preferred Shares has the right, subject tocertain conditions, at any time commencing on April 14, 2027, to convert, in whole or in part but not in an amount less than 40,000 Series A PreferredShares, the Series A Preferred Shares beneficially held by such holder into our Common Shares at the applicable conversion price then in effect. Theissuance of additional Common Shares upon the potential conversion of our Series A Preferred Shares could dilute the interests of our commonshareholders and affect the trading price for our Common Shares. Each Series B Preferred Share has the voting power of 100,000 Common Sharesand counts for 100,000 votes for purposes of determining quorum at a meeting of shareholders, subject to certain adjustments to maintain asubstantially identical voting interest in us following the occurrence of certain events. Except as otherwise required by law or provided by ourAmended and Restated Articles of Incorporation and Statement of Designation for our Series B Preferred Shares, holders of our Series B PreferredShares and holders of our Common Shares shall vote together as one class on all matters submitted to a vote of our shareholders. Please see thesection of the accompanying prospectus entitled “Description of Capital Stock” for further information regarding our capital structure, and the rights,including the voting rights, privileges, and preferences of the holders of our shares. Investing in our securities involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-9of this prospectus supplement, and page8of theaccompanying base prospectus, and in our annual report on Form20-F for the fiscal year ended on December31, 2024, filed with the U.S. Securities and ExchangeCommission, or the Commission, on April15, 2025, or our “Annual Report” which is incorporated by reference herein, to read about the risks you should considerbefore purchasing our securities. We have retained Maxim Group LLC (whom we refer to herein as the Placement Agent) as our exclusive Placement Agent to use its reasonable best efforts to solicit offers topurchase our common shares in this offering. The Placement Agent is not selling any of our common shares pursuant to this prospectus supplement or the accompanying baseprospectus. We expect that delivery of our common shares being offered pursuant to this prospectus supplement will be made to the Investor in the offering on or aboutOctober 27, 2025, subject to customary closing conditions. Sole Placement Agent Maxim Group LLC The date of this prospectus supplement is October24, 2025. TABLE OF CONTENTS PROSPECTUS SUMMARY PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-2ENFORCEABILITY OF CIVIL LIABILITIESS-4PROSPECTUS SUPPLEMENT SUMMARYS-5THE