Rubico (RUBI) Registration Filing summary

Company overview and business model

• Operates as an international owner and operator of two modern, fuel-efficient Suezmax tankers focused on crude oil transport, with plans to expand into other seaborne transportation sectors as opportunities arise.

• Incorporated in the Marshall Islands in 2022 as a spin-off from a parent company, with vessels contributed in connection with the spin-off.

• Both vessels are on long-term time charters with Clearlake Shipping Pte Ltd, providing predictable revenue streams.

• Management and technical operations are outsourced to a related party, Central Shipping Inc., under long-term agreements with annual CPI-based fee adjustments.

• The company is controlled by a small group of related trusts and individuals, holding over 98% of voting power through a multi-class capital structure.

Financial performance and metrics

• Revenues were $24.2M in 2024, with net income of $5.9M, and EBITDA of $16.6M; six months ended June 30, 2025, saw revenues of $12.0M and net income of $4.0M.

• Operating income remained stable year-over-year, while interest and finance costs increased due to higher debt and rising SOFR rates.

• As of June 30, 2025, total assets were $111.5M, with $73.7M in long-term debt and $1.5M in cash and equivalents.

• Fleet utilization was 100% in 2024, with average daily TCE rates around $32,400 and daily vessel operating expenses of $6,359.

• The company maintains a working capital deficit, primarily due to unearned revenue, but expects to meet obligations through operating cash flow.

Use of proceeds and capital allocation

• Net proceeds from the IPO (estimated at $6.8M, or $7.8M with full over-allotment) will be used for general corporate purposes, including working capital, debt repayment, and potential fleet expansion.

• No specific vessel acquisitions have been identified; management retains broad discretion over capital allocation.