- TOP Ships Inc. plans to spin off two of its Suezmax tanker vessels—M/T Eco Malibu and M/T Eco West Coast—into a new, independent company, Rubico Inc., which will be listed on the Nasdaq Capital Market.
- Rubico’s shares will be distributed to TOP Ships shareholders and warrant holders as of June 16, 2025, with trading expected to begin around June 30, 2025.
- The transaction includes a $1.5 million private placement by Rubico and remains subject to regulatory approval, including SEC registration and Nasdaq listing confirmation.
TOP Ships Inc. (NYSE American: TOPS), a global operator of modern, fuel-efficient tanker vessels, has announced plans to spin off two of its high-specification Suezmax tankers into a newly formed public entity—Rubico Inc. The vessels, M/T Eco Malibu and M/T Eco West Coast, each 157,000 deadweight tons and equipped with scrubbers, will form the initial fleet of Rubico, which is expected to be listed on the Nasdaq Capital Market.
Rubico to Become Standalone Public Company
Upon completion of the transaction, Rubico will operate independently of TOP Ships, with no shared board members or executive officers. The spin-off will allow Rubico to focus exclusively on managing and operating these advanced Suezmax tankers. To support its launch, Rubico aims to raise $1.5 million through a private placement of common shares priced at $20.00 each. This placement is contingent upon and is expected to close concurrently with the share distribution.
Share Distribution Details and Timeline
The spin-off will be executed through a pro rata distribution of Rubico common shares to all eligible TOP Ships shareholders and warrant holders as of the record date, June 16, 2025. Shareholders will receive one Rubico share for every two TOP Ships common shares held. No action is required from shareholders, and no payment or exchange is necessary to receive the distribution.
Fractional Rubico shares will not be issued. Instead, they will be aggregated and sold in the market, with net proceeds distributed to shareholders entitled to fractional shares. The actual distribution is expected around June 30, 2025, following Rubico’s anticipated Nasdaq listing.
Pending Regulatory Approvals
Rubico has filed a registration statement on Form 20-F with the U.S. Securities and Exchange Commission (SEC) in connection with the planned spin-off. The completion of the transaction is subject to this registration being declared effective and Rubico’s successful listing on Nasdaq. The company notes that there is no guarantee the transaction will proceed or meet the proposed terms and timeline. TOP Ships reserves the right to cancel the spin-off at any point.
Caution on Forward-Looking Statements
This announcement includes forward-looking statements related to the planned spin-off, financial outcomes, and market performance of both TOP Ships and Rubico. These statements are based on assumptions and estimates subject to risks and uncertainties. Investors are advised to consult SEC filings and note that neither company undertakes any obligation to update forward-looking information beyond this publication date.
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Source: GlobeNewswire
