Rubico, a global provider of shipping transportation services specializing in the ownership of vessels, announced that, pursuant to its previously announced letter of intent (the “LOI”), it has entered into a share purchase agreement (the “SPA”) with Top Ships Inc., a related party controlled by Rubico’s controlling shareholder, to purchase the shares of a company (the “SPV”) that is party to a shipbuilding contract with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the construction of a 47,499 dwt chemical/product oil carrier (the “Newbuilding MR Tanker”). The Newbuilding MR Tanker is scheduled for delivery in the second quarter of 2029. The SPV has secured time charter employment for the vessel with a major oil trader, starting from its delivery and for a firm duration of seven years, with charterer’s option to extend for four additional years. The total potential gross revenue backlog from this contract, including optional years, is about $75.4 million.

The SPV has also entered into a sale and leaseback financing agreement with a major Chinese leasing company for an amount of 85% of the installment payments under the shipbuilding contract. The purchase price under the shipbuilding contract, payable in installments up to the delivery of the vessel, is $45.2 million out of which $6.8 million has already been settled. The financing bears an interest rate of Term SOFR plus a margin of 1.80%. Under the financing, following the delivery of the vessel, the Company will pay quarterly installments of $0.5 million over a period of 10 years with a balloon payment of $18.2 million payable together with the last installment. Top Ships Inc. and the Company will provide corporate guarantees in favor of the leasing company.

The aggregate purchase price for 100% of the shares of the SPV is approximately $6.5 million (the “Consideration”), payable in full at closing. The advance cash payment of $0.3 million of the LOI will be credited against the Consideration. The transaction is expected to close by September 30, 2026, subject to customary closing conditions.

The acquisition was approved by a special committee composed of independent and disinterested members of the Company’s board of directors, which obtained a fairness opinion with respect to the consideration paid to acquire the SPV from an independent financial advisor.

Kalliopi Ornithopoulou, the Company’s President, Chairwoman & Chief Executive Officer, stated:

“This acquisition, consistent with our strategy of deploying capital into our core tanker business, marks a significant milestone that further expands our fleet and strengthens our contracted revenue base. As a result, our total potential gross revenue backlog from our three newbuilding MR tankers increases to approximately $226.3 million. Including contracted time charters for our operating fleet, total potential gross revenue backlog—including optional years—rises to approximately $379.2 million, underscoring the strength and visibility of our future cash flows.”