Business Context and Reporting Period
This Form 6-K filing by Rubico Inc. covers the month of April 2026, specifically reporting on a transaction dated April 20, 2026. Rubico Inc., a Greek company with its principal executive office in Athens, entered into a Common Share Purchase Agreement with B. Riley Principal Capital II, LLC. The filing details the terms of an at-the-market equity offering facility.
Key Financial Metrics and Transaction Terms
- Facility Size: Up to $50.0 million in gross proceeds from the sale of common shares.
- Share Par Value: $0.01 per share.
- Purchase Price: 97% of the volume weighted average price (VWAP) of the Company's common shares during the applicable purchase period.
- Minimum Price Threshold: The Company may only initiate a purchase if the closing sale price on the preceding trading day is not less than $1.00.
- Volume Limitations: Each purchase is limited to the lesser of 1,000,000 shares or 25% of the average daily trading volume during the valuation period.
- Beneficial Ownership Cap: B. Riley Principal Capital II cannot beneficially own more than 4.99% of the outstanding common shares.
- Commitment Fee: 1% of the maximum aggregate purchase price ($500,000 total). $150,000 was paid prior to the filing of the Initial Registration Statement. The remaining balance is satisfied by retaining 50% of proceeds from sales until the full fee is paid.
- Term: 36 months from the Commencement Date, subject to earlier termination events.
Material Changes and Use of Proceeds
The filing does not report historical financial performance metrics such as revenue, profit, or cash flow for a specific period. The material change is the establishment of the new financing facility. The Company expects to use net proceeds for general corporate purposes, including:
- Funding working capital needs.
- Debt repayments.
- Construction of a 47,499 dwt chemical/product oil carrier.
- Construction of a newbuilding megayacht, the M/Y Sanlorenzo 1150Exp.
- Fleet expansion through the acquisition of vessels or newbuilding vessels from third parties or affiliated companies.
Guidance, Risks, and Contingencies
Management Commentary and Outlook: The Company retains sole discretion over the timing and amount of any sales. There is no obligation to sell any securities. The actual proceeds depend on market conditions and the Company's funding determinations.
Risks and Contingencies:
- Dilution: The Company is registering 50,000,000 shares for resale. If the market price is low, the Company may need to register additional shares to reach the $50.0 million cap, causing substantial dilution.
- Registration Status: The Initial Registration Statement (Form F-1) was filed on April 20, 2026, but has not yet become effective. No sales can occur until the SEC declares it effective.
- Termination: The agreement terminates automatically after 36 months, upon reaching the $50.0 million cap, if the stock is delisted, or in the event of bankruptcy proceedings. B. Riley may terminate under specific circumstances, including material breaches or suspension of trading.
Investor Verification Checklist
- Verify the effectiveness status of the Initial Registration Statement (File No. 333-295199) on the SEC website.
- Monitor the Company's stock price to ensure it remains above the $1.00 minimum threshold required to initiate sales.
- Review the full text of the Common Share Purchase Agreement (Exhibit 10.1) and Registration Rights Agreement (Exhibit 10.2) for specific covenants and termination rights.
- Assess the potential dilution impact based on current trading volumes and the 25% daily volume limitation.
- Confirm the Company's progress on the specific capital projects mentioned (oil carrier and megayacht construction) to evaluate the necessity of the proceeds.