Robin Energy Ltd美股招股说明书(2026-07-23版)

PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated April28, 2025) Robin Energy Ltd. Robin Energy Ltd. (the “Company,” “we,” “our” or “us”) is offeringof our common shares, par value $0.001 per share (“Common Shares”)pursuant to this prospectus supplement and the accompanying base prospectus. The offering price of the shares is $per share. The Common Shares sold in this offering include preferred stock purchase rights which trade with the Common Shares and are also being registered underthe registration statement of which this prospectus forms a part. We have a multi-class capital structure consisting of Common Shares, SeriesA Preferred Shares and SeriesB Preferred Shares. Our common shareholdersare entitled to one vote for each Common Share held. Our SeriesA Preferred Shares have no voting rights, subject to limited exceptions, however eachSeriesA Preferred Share has a stated amount of $25.00 per share, and each holder of SeriesA Preferred Shares has the right, subject to certain conditions,at any time commencing on April14, 2027, to convert, in whole or in part but not in an amount less than 40,000 SeriesA Preferred Shares, the SeriesAPreferred Shares beneficially held by such holder into our Common Shares at the applicable conversion price then in effect. The issuance of additionalCommon Shares upon the potential conversion of our SeriesA Preferred Shares could dilute the interests of our common shareholders and affect thetrading price for our Common Shares. Each SeriesB Preferred Share has the voting power of 100,000 Common Shares and counts for 100,000 votes forpurposes of determining quorum at a meeting of shareholders, subject to certain adjustments to maintain a substantially identical voting interest in usfollowing the occurrence of certain events. Except as otherwise required by law or provided by our Amended and Restated Articles of Incorporation andStatement of Designation for our SeriesB Preferred Shares, holders of our SeriesB Preferred Shares and holders of our Common Shares shall votetogether as one class on all matters submitted to a vote of our shareholders. Please see the section of the accompanying prospectus entitled “Description ofCapital Stock” for further information regarding our capital structure, and the rights, including the voting rights, privileges, and preferences of the holdersof our shares. Investing in our common shares involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-8of this prospectussupplement, and page8of the accompanying base prospectus, and in our annual report on Form 20-F for the fiscal year ended on December 31,2025, filed with the U.S.Securities and Exchange Commission, or the Commission, on April 10, 2026, or our “Annual Report” which isincorporated by reference herein, to read about the risks you should consider before purchasing our common shares. None of the Commission, any state securities commission, or any other regulatory body has approved or disapproved of these securities or passedon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminaloffense. Our common shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “RBNE”. The last reported sale price of our common shares onNasdaq on July22, 2026 was $4.46 per share. The aggregate market value of our outstanding common shares held by non-affiliates on July22, 2026 was $9,652,574 based on 574,558 common sharesissued and outstanding held by non-affiliates and a per share price of $16.80 based on the closing sale price of our common shares on May26, 2026 asreported by Nasdaq. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our securities in a public primary offering with a valueexceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. During the 12 calendarmonths prior to and including the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.5 of Form F-3. Per ShareTotalPublic offering price$$Underwriting discounts and commissions(1)$$Proceeds to the Company before expenses$$ (1)The Underwriter fees shall equal 7% of the gross proceeds of the shares sold by us in this offering. We have also agreed to reimburse the Underwriter forcertain expenses. We refer you to the section entitled “Underwriting” of this prospectus for additional information regarding total compensation and otheritems of value payable to the Underwriter. We have granted Maxim Group LLC (“Maxim” or “the Underwriter”) an option exercisable within 45 days of the date of this prospectus to purchasefrom us up toadditional Common Shares at a price of $per share to cover over-allotments, if any. If this over-allotment option forCommon Shares is exercised in full, the total offering price will be approximately $, and the total net proceeds, before expenses and