Top Ships intends to spin off a new Nasdaq-listed Suezmax tanker company

TOP Ships (TOPS) intends to effect a spin-off of two of its Suezmax tanker vessels. Rubico, currently a subsidiary of TOP Ships, would become an independent publicly-traded company listed on the Nasdaq Capital Market as a result of the planned spin-off. The initial assets of Rubico will be the M/T Eco Malibu and M/T Eco West Coast, each a modern, high specification, scrubber-fitted and fuel-efficient 157,000 dwt Suezmax tanker. As part of the spin-off transaction, TOP Ships intends to distribute 100% of the common shares of Rubico to its securityholders of record as of June 16, 2025. The distribution of common shares of Rubico is expected to be made on or around June 30, 2025. Following the spin-off, there are expected to be no overlapping board members or executive officers between Rubico and TOP Ships. In the spin-off distribution, TOP Ships intends to distribute 100% of the common shares of Rubico pro rata to the common shareholders of TOP Ships and to all holders of outstanding common stock purchase warrants of TOP Ships on an as-exercised basis. TOP Ships securityholders do not need to take any action to receive Rubico shares to which they are entitled, and do not need to pay any consideration or surrender or exchange TOP Ships common shares. TOP Ships common shareholders will receive one Rubico common share for every two TOP Ships common shares held at the close of business on June 16, 2025, the record date for the distribution. Fractional common shares of Rubico will not be distributed. Instead, the distribution agent will aggregate fractional common shares into whole shares, sell such whole shares in the open market at prevailing rates promptly after Rubico’s common shares commence trading on the Nasdaq Capital Market, and distribute the net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional common shares in the distribution. In connection with the spin-off transaction, Rubico expects to raise $1.5M in a private placement of its common shares at a purchase price of $20.00 per share. The private placement will be conditioned on and is expected to close concurrently with the spin-off distribution. Rubico will file a registration statement on Form 20-F with the Securities and Exchange Commission in connection with the proposed spin-off. The transaction remains subject to such registration statement being declared effective and the approval of the listing of Rubico’s common shares on the Nasdaq Capital Market. There can be no assurance that the transaction will occur or, if it does occur, of its terms or timing.