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 a multi-class capital structure including Common Shares and Series D Preferred Shares.

• Fleet is managed by a related party, Central Shipping Inc., under long-term management agreements with fixed and incentive fees, and vessels are currently on time charters with Clearlake Shipping Pte Ltd.

• The company is controlled by trusts and individuals related to the parent’s CEO, holding over 98% of voting power.

Financial performance and metrics

• Revenues for 2022, 2023, and 2024 were $24.8M, $24.5M, and $24.2M, respectively, with net income of $10.7M, $6.6M, and $5.9M for those years.

• EBITDA for 2022, 2023, and 2024 was $18.5M, $16.9M, and $16.6M, with 100% fleet utilization and average daily TCE rates of $33,254, $32,836, and $32,391.

• As of December 31, 2024, total assets were $113.4M, total debt $77.4M, and cash and equivalents $2.2M.

• Operating cash flow in 2024 was $10.5M, with a working capital deficit of $5.6M, but management expects to meet obligations with available resources.

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 significant discretion over capital allocation.