Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Robin Energy Ltd. (Name of Issuer) |
Common Shares, USD 0.001 par value per share (Title of Class of Securities) |
Y73118104 (CUSIP Number) |
Petros Panagiotis Panagiotidis 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens Limassol, G4, 3036 00 357 25 357 769 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | Y73118104 |
| 1 |
Name of reporting person
Pani Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LIBERIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
580,405.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.68 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 13: Percentage ownership is based on a total number of 5,994,731 common shares of the Issuer (each common share of the Issuer, a "Share") outstanding, as disclosed by the Issuer in the Form F-3 Registration Statement (as defined herein).
SCHEDULE 13D
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| CUSIP No. | Y73118104 |
| 1 |
Name of reporting person
Petros Panagiotis Panagiotidis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
580,405.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.68 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 8 and 10: Mr. Panagiotidis is the sole shareholder of Pani Corp. and he disclaims beneficial ownership of the 580,405 Shares, except to the extent of his pecuniary, voting and dispositive interests in such Shares. Note to Row 8: Pelagos Holdings Corp., an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,000 Shares. Note to Row 13: Percentage ownership is based on a total number of 5,994,731 Shares outstanding, as disclosed by the Issuer in the Form F-3 Registration Statement.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, USD 0.001 par value per share | |
| (b) | Name of Issuer:
Robin Energy Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, Limassol,
CYPRUS
, 3036. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the previously filed statement on Schedule 13D filed on April 17, 2025 (as amended and supplemented from time to time, the "Schedule 13D"). Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned to such terms in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows: | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by adding the following: On July 1, 2025, the Issuer filed a registration statement on Form F-3 (File No. 333-288459) (the "Form F-3 Registration Statement") to register the offer and sale of up to 1,296,405 Shares by Pani, as the selling stockholder (the "Selling Stockholder"), pursuant to which the Selling Stockholder may sell some or all of the Shares covered by the Form F-3 Registration Statement from time to time on any stock exchange or automated interdealer quotation system on which the Issuer's Shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. Between August 5, 2025 and August 7, 2025, the Selling Stockholder sold 716,000 of its Shares in the open market pursuant to the Form F-3 Registration Statement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See items 7 through 13 on each cover page to this Amendment. Pani is controlled by Mr. Panagiotidis. Mr. Panagiotidis may be considered to be a beneficial owner of the Shares held by Pani by virtue of his control of the equity and voting power of Pani. As of April 17, 2025, the Shares held by the Reporting Persons represented approximately 54.3% of the outstanding Shares. Such percentage was calculated based on a total number of 2,386,732 Shares outstanding, as disclosed by the Issuer in an annual report on Form 20-F with the SEC on April 15, 2025. From June 17, 2025 to June 25, 2025, the Issuer issued and sold 3,608,000 additional Shares to certain institutional investors pursuant to a registration statement on Form F-3 filed with the SEC on April 28, 2025. As a result of these offerings, as of June 25, 2025, the Shares held by the Reporting Persons represented approximately 21.6% of the outstanding Shares. Such percentage was calculated based on a total number of 5,994,731 Shares outstanding, as disclosed by the Issuer in the Form F-3 Registration Statement. Between August 5, 2025 and August 7, 2025, the Selling Stockholder sold 716,000 of its Shares in the open market pursuant to the Form F-3 Registration Statement. As a result of these sales, as of August 7, 2025, the Shares held by the Reporting Persons represented approximately 9.6819% of the outstanding Shares. Such percentage is calculated based on a total number of 5,994,731 Shares outstanding, as disclosed by the Issuer in the Form F-3 Registration Statement. Pelagos Holdings Corp., an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,000 Shares. To the best knowledge of the Reporting Persons, the Sole Director does not own any Shares. | |
| (b) | Item 5(a) of this Amendment is incorporated by reference into this Item 5(b). | |
| (c) | The response set forth in Item 3 of the Schedule 13D and in Item 5(c) of this Amendment are incorporated by reference in their entirety into this Item 5(c). Except as set forth on Schedule II attached hereto, the Reporting Persons, and to their knowledge, the Sole Director, have not effected any transactions in the Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Schedule I Exhibit 99.2 - Schedule II | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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