TOP Ships Inc., an international owner and operator of modern, eco-friendly tanker vessels, has announced plans to spin off two of its Suezmax tanker vessels into a new independent company. This new entity, named Rubico Inc., currently operates as a subsidiary of TOP Ships and will be listed on the Nasdaq Capital Market upon completion of the spin-off. The initial assets of Rubico will comprise the M/T Eco Malibu and M/T Eco West Coast, both advanced Suezmax tankers with a capacity of 157,000 dwt, equipped with scrubbers for fuel efficiency. TOP Ships plans to distribute 100% of Rubico’s common shares to its shareholders of record as of June 16, 2025, with the actual distribution expected around June 30, 2025.
Importantly, after the spin-off, there will be no shared board members or executive officers between Rubico and TOP Ships. The share distribution will occur on a pro rata basis, where common shareholders of TOP Ships, including holders of outstanding common stock purchase warrants, will receive one common share of Rubico for every two shares of TOP Ships they own by the record date. Fractional shares will not be distributed; instead, the distribution agent will consolidate them into whole shares and sell them in the open market, distributing the net proceeds to eligible shareholders. In conjunction with the spin-off, Rubico is expected to raise $1.5 million through a private placement of its shares at $20.00 each.
This private placement is anticipated to close alongside the distribution. Additionally, Rubico will file a registration statement with the Securities and Exchange Commission as part of the process. However, the transaction is subject to the approval of the SEC and the Nasdaq listing, and TOP Ships retains the right to abandon the spin-off at any time.