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. 2)*
|
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) |
09/15/2025 (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)
4.59 % | ||||||||
| 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 12,628,731 common shares of the Issuer (each common share of the Issuer, a "Share") outstanding, calculated as the sum of (i) 5,994,731 Shares outstanding as of September 12, 2025, as disclosed by the Issuer in the Prospectus Supplement (as defined herein), and (ii) 6,634,000 Shares issued pursuant to the Underwriting Agreement (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)
4.59 % | ||||||||
| 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 12,628,731 Shares outstanding, calculated as the sum of (i) 5,994,731 Shares outstanding as of September 12, 2025, as disclosed by the Issuer in the Prospectus Supplement (as defined herein), and (ii) 6,634,000 Shares issued pursuant to the Underwriting Agreement (as defined herein).
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. 2 to Schedule 13D (this "Amendment") amends and supplements the previously filed statement on Schedule 13D filed on April 17, 2025, as amended and supplemented by Amendment No. 1 thereto filed on August 7, 2025 (and as may be further 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. This Amendment is being filed to reflect the reduction of the percentage beneficially owned by each of the Reporting Persons below 5% solely as a result of the issuance of additional Shares by the Issuer. As disclosed in a Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") by the Issuer on September 12, 2025 (the "Form 6-K"), on September 11, 2025, the Issuer entered into an underwriting agreement (the "Underwriting Agreement") relating to an underwritten public offering of 5,769,230 Shares. Pursuant to the Underwriting Agreement, the underwriter was granted a 45-day option to purchase up to an additional 865,285 Shares. As disclosed by the Issuer in the Form 6-K, on September 11, 2025, the underwriter partially exercised the option to purchase an additional 864,770 Shares. The Issuer announced the closing of the offering on September 15, 2025. As a result of this offering, the Issuer issued a total of 6,634,000 Shares. The Schedule 13D is hereby supplementally amended as follows: | ||
| 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 September 15, 2025, the Shares held by the Reporting Persons represent approximately 4.59% of the outstanding Shares. Such percentage is calculated based on a total number of 12,628,731 Shares outstanding, calculated as the sum of (i) 5,994,731 Shares outstanding as of September 12, 2025, as disclosed by the Issuer in a prospectus supplement filed with the SEC by the Issuer on September 12, 2025 (the "Prospectus Supplement") to a registration statement on Form F-3 filed with the SEC by the Issuer on April 24, 2025 and subsequently declared effective by the SEC on April 28, 2025, and (ii) 6,634,000 Shares issued pursuant to the Underwriting Agreement. 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) | Except as described in Amendment No. 1 to Schedule 13D filed on August 7, 2025, 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) | On September 15, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of Shares. | |
| 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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