424B5 1 ny20077992x1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-286726

The information in this preliminary prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 23, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated April 28, 2025)

Common Shares

Robin Energy Ltd.

Robin Energy Ltd. (the “Company,” “we,” “our” or “us”) is offering of our common shares, par value $0.001 per share (“Common Shares”) pursuant to this prospectus supplement and the accompanying base prospectus. The offering price of the shares is $ per share.

The Common Shares sold in this offering include preferred stock purchase rights which trade with the Common Shares and are also being registered under the registration statement of which this prospectus forms a part.

We have a multi-class capital structure consisting of Common Shares, Series A Preferred Shares and Series B Preferred Shares. Our common shareholders are entitled to one vote for each Common Share held. Our Series A Preferred Shares have no voting rights, subject to limited exceptions, however each Series A Preferred Share has a stated amount of $25.00 per share, and each holder of Series A Preferred Shares has the right, subject to certain conditions, at any time commencing on April 14, 2027, to convert, in whole or in part but not in an amount less than 40,000 Series A Preferred Shares, the Series A Preferred Shares beneficially held by such holder into our Common Shares at the applicable conversion price then in effect. The issuance of additional Common Shares upon the potential conversion of our Series A Preferred Shares could dilute the interests of our common shareholders and affect the trading price for our Common Shares. Each Series B Preferred Share has the voting power of 100,000 Common Shares and counts for 100,000 votes for purposes of determining quorum at a meeting of shareholders, subject to certain adjustments to maintain a substantially identical voting interest in us following the occurrence of certain events. Except as otherwise required by law or provided by our Amended and Restated Articles of Incorporation and Statement of Designation for our Series B Preferred Shares, holders of our Series B Preferred Shares and holders of our Common Shares shall vote together as one class on all matters submitted to a vote of our shareholders. Please see the section of the accompanying prospectus entitled “Description of Capital Stock” for further information regarding our capital structure, and the rights, including the voting rights, privileges, and preferences of the holders of our shares.

Investing in our common shares involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-8 of this prospectus supplement, and page 8 of the accompanying base prospectus, and in our annual report on Form 20-F for the fiscal year ended on December 31, 2025, filed with the U.S. Securities and Exchange Commission, or the Commission, on April 10, 2026, or our “Annual Report” which is incorporated by reference herein, to read about the risks you should consider before purchasing our common shares.

None of the Commission, any state securities commission, or any other regulatory body has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.

Our common shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “RBNE”. The last reported sale price of our common shares on Nasdaq on July 22, 2026 was $4.46 per share.

The aggregate market value of our outstanding common shares held by non-affiliates on July 22, 2026 was $9,652,574 based on 574,558 common shares issued and outstanding held by non-affiliates and a per share price of $16.80 based on the closing sale price of our common shares on May 26, 2026 as reported by Nasdaq. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.5 of Form F-3.

(1)

The Underwriter fees shall equal 7% of the gross proceeds of the shares sold by us in this offering. We have also agreed to reimburse the Underwriter for certain expenses. We refer you to the section entitled “Underwriting” of this prospectus for additional information regarding total compensation and other items of value payable to the Underwriter.

We have granted Maxim Group LLC (“Maxim” or “the Underwriter”) an option exercisable within 45 days of the date of this prospectus to purchase from us up to additional Common Shares at a price of $ per share to cover over-allotments, if any. If this over-allotment option for Common Shares is exercised in full, the total offering price will be approximately $ , and the total net proceeds, before expenses and after deducting the underwriting discounts described above, to us will be approximately $ .

The offering will settle delivery versus payment or receipt versus payment, as the case may be. We expect to deliver the shares offered hereby on or about , 2026, subject to satisfaction of certain customary closing conditions.

Sole Bookrunning Manager

Maxim Group LLC

The date of this prospectus supplement is July , 2026.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-2
ENFORCEABILITY OF CIVIL LIABILITIES			S-4
PROSPECTUS SUPPLEMENT SUMMARY			S-5
THE OFFERING			S-6
RISK FACTORS			S-8
USE OF PROCEEDS			S-12
CAPITALIZATION			S-13
DILUTION			S-14
DESCRIPTION OF THE SECURITIES WE ARE OFFERING			S-15
TAX CONSIDERATIONS			S-16
UNDERWRITING			S-17
EXPENSES OF THE OFFERING			S-23
LEGAL MATTERS			S-24
EXPERTS			S-24
WHERE YOU CAN FIND ADDITIONAL INFORMATION			S-24
INFORMATION INCORPORATED BY REFERENCE			S-25


ABOUT THIS PROSPECTUS			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			2
ROBIN ENERGY LTD.			5
WHERE YOU CAN FIND MORE INFORMATION			6
INCORPORATION BY REFERENCE			7
RISK FACTORS			8
USE OF PROCEEDS			9
CAPITALIZATION			10
DESCRIPTION OF CAPITAL STOCK			11
DESCRIPTION OF DEBT SECURITIES			12
DESCRIPTION OF WARRANTS			14
DESCRIPTION OF PURCHASE CONTRACTS			15
DESCRIPTION OF RIGHTS			16
DESCRIPTION OF UNITS			17
PLAN OF DISTRIBUTION			18
TAX CONSIDERATIONS			20
EXPENSES			21
VALIDITY OF SECURITIES			22
EXPERTS			22
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES			23


(All figures in U.S. dollars)	Actual As of March 31, 2026	As Adjusted As of March 31, 2026	As Further Adjusted For This Offering
Debt:	—	—
Mezzanine equity:		—
Series A Preferred Shares⁽¹⁾	$25,877,180	$25,877,180
Shareholders Equity:
Common shares, par value $0.001	505	583
Series B Preferred Shares, par value $0.001	40	40
Additional paid-in capital	45,655,270	44,807,949
Accumulated deficit	(576,729)	(721,173)
Total Shareholders Equity	$45,079,086	44,087,399
Total Capitalization	$70,956,266	69,964,579


	Valuation Technique	Unobservable Input	Range (Weighted average)
“Straight” Preferred stock component	Discounted Cash Flow model	• Weighted average cost of Capital	11.88%
Embedded Option Component	Black Scholes	• Volatility • Risk free rate • Weighted average cost of Capital • Strike price • Share price (April 14, 2025)	107.92% 4.02% 11.88% $10.546 $5.80
Incremental value at variable conversion price	Probability adjusted method	5-day VWAP and discount to conversion day closing price (5^th day) Probability ascribed for 10% lower 5-day VWAP Probability ascribed for 20% lower 5-day VWAP Assumed share price	$4.50 (10% discount) $4.00 (20% discount) 75% 25% $5.00


Offering price per common share			$
As adjustednet tangible book value per common share as of March 31, 2026			$
Decrease in as adjusted net tangible book value attributable to this offering			$
As further adjustednet tangible book value per common share after giving effect to this offering			$
Accretion per common share to new investors			$


SEC registration fee			$
Legal fees and expenses			$
Accounting fees and expenses			$
Miscellaneous			$
Total			$


(All figures in U.S. dollars)	Actual As of December 31, 2024	As Adjusted As of December 31, 2024
Mezzanine equity:
Series A Preferred Shares⁽¹⁾	$—	$20,000,000

Parent company equity/ Shareholders Equity:
Net parent investment	$21,111,822	$—
Capital Stock	—	2,387
Series B Preferred Shares	—	40
Additional paid-in capital	—	11,465,845
Retained earnings	—	—
Total parent company equity/ Shareholders Equity	$21,111,822	$11,468,272
Total Capitalization	$21,111,822	$31,468,272


	Valuation Technique	Unobservable Input	Range (Weighted average)
“Straight” Preferred stock component	Discounted Cash Flow model	• Weighted average cost of Capital	10.55%
Option Component	Black Scholes	• Volatility • Risk free rate • Weighted average cost of Capital • Strike price	114.48% 4.30% 10.55% $10


SEC registration fee			$38,275
FINRA filing fee			$*
Legal fees and expenses			$*
Accounting fees and expenses			$*
Miscellaneous			$*
Total			$*

Public offering price

Underwriting discounts and commissions⁽¹⁾

Proceeds to the Company before expenses