SecProbe.io

November 5, 2024
Ioannis Lazaridis
Chief Financial Officer
Robin Energy Ltd.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
Re:Robin Energy Ltd.
Draft Registration Statement on Form 20-F
Submitted October 8, 2024
CIK No. 0002039060
Dear Ioannis Lazaridis:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 20-F submitted October 8, 2024
Cautionary Statement Regarding Forward-Looking Statements, page iii
1.We note your reference to the safe harbor legislation for forward-looking statements.
Please note that this safe harbor is not available for issuers that are not currently
subject to the reporting requirements of Sections 13(a) or 15(d) of the Securities
Exchange Act. Please remove this reference and revise your disclosure accordingly.

November 5, 2024
Page 2
Key Information
Risks Relating To Our Company, page 18
2.We note that your Chief Executive Officer, Petros Panagiotidis, also serves as the
CEO for Toro Corp. and Castor Maritime Inc. and has a controlling interest in Castor
Ships S.A. Please disclose the risk of any potential conflicts of interest that may arise
from Mr. Panagiotidis' controlling interest in multiple companies within the maritime
sector. In this regard, we note that conflicts may arise in connection with the
chartering, purchase, sale, management and operation of the vessels in your fleet
versus vessels owned or chartered-in by other companies affiliated with your Chief
Executive Officer.
Risks Related to Our Industry
We are dependent on our management and their ability to hire and retain key personnel and
their ability to devote sufficient time, page 24
3.We note your disclosure on page 62 and elsewhere in your filing that Ioannis E.
Lazaridis, who will serve as your Chief Financial Officer, is also currently Chief
Financial Officer of Toro Corp. and Castor Ships S.A. Please revise your disclosure to
also address Mr. Lazaridis' ability to devote sufficient time and attention to
your business due to his roles with these other companies.
Risks Relating To Our Common Shares
Future issuances of additional shares, including as a result of an optional conversion of Series
A Preferred Shares, page 26
4.We note your disclosure on page 65 that the Contribution and Spin Off Distribution
Agreement provides for certain registration rights to RemainCo relating to the
common shares, if any, issued upon conversion of the Series A Preferred Shares.
Please revise your disclosure to address the effects related to the resale of shares
subject to registration rights.
Risks Relating To Our Common Shares
Our Chairman and Chief Executive Officer, who may be deemed to beneficially own, directly
or indirectly, page 30
5.We note your disclosure here and elsewhere in your filing that your Chairman and
Chief Executive Officer, Petros Panagiotidis, who may be deemed to beneficially
own, directly or indirectly, 100% of your Series B Preferred Shares, has voting control
over you. Please expand your disclosure to also address whether you will be a
“controlled company” as defined under the relevant Nasdaq listing rules and, if so,
whether you intend to rely on "controlled company" exemptions. To the extent you
will be considered a "controlled company," please include risk factor disclosure that
discusses the effect, risks and uncertainties of being designated a controlled company,
including but not limited to, the result that you may elect not to comply with certain
corporate governance requirements.
We cannot assure you that our internal controls and procedures over financial reporting will
be sufficient, page 30
Please revise your disclosure to discuss the reduced requirements applicable to 6.

November 5, 2024
Page 3
emerging growth companies available to you, including the scaled disclosure
requirements. Please also identify any such exemptions and scaled disclosures which
overlap with the ones available to you as both a foreign private issuer and an
emerging growth company. Lastly, please disclose the extent to which you will
continue to enjoy any exemptions and scaled disclosures as a result of your status as a
foreign private issuer even if you no longer qualify as an emerging growth company.
Information on the Company
Chartering of our Fleet, page 36
7.We note that as of September 13, 2024, your product tanker vessel was participating
in a pool arrangement and that 100% of your revenues for the year ended December
31, 2023 and the six months ended June 30, 2024, was derived from that
arrangement.  Please disclose the termination date of the pooling arrangement and file
the agreement as an exhibit to your registration statement or tell us why you believe
you are not required to do so.  In this regard, we note that your Exhibit index indicates
that you plan to file a "Form of" Pooling Agreement.  For guidance, refer
to Instruction 4(b)(ii) As To Exhibits to Form 20-F.
Unaudited Pro Forma Combined Financial Information, page 56
8.It appears that adjustments (a) and (b) might need to decrease historically incurred
Crew and crew costs due to the disposition of the vessel M/T Wonder Formosa.  In
this regard, we note that Crew and crew costs decreased from $1,610,234 for the six
months ended June 30, 2023 to $733,971 for the six months ended June 30, 2024.
Please clarify or revise your disclosures pursuant to Rule 11-02(b)(3) of Regulation S-
X.
Cash Flows, page 59
9.Your discussions of the net cash used in operating activities for the year ended
December 31, 2023 and the net cash provided by operating activities for the year
ended December 31, 2022 merely describe the items identified on the face of the
statements of cash flows.  For the comparison between 2023 and 2022 amounts due
from related parties, you only refer investors to the Note 3 to the combined carve-out
financial statements.  Please revise to provide a robust discussion of cash flows from
operating activities to explain the underlying drivers for the material fluctuations
between years.  Refer to the Section IV.B.1 of SEC Release No. 33-8350 for
guidance.  Similarly revise the discussion of cash flows from operating activities for
the interim periods on page 60.
10.We note that net cash used in financing activities had material fluctuation between
periods.  Please describe movements within the net parent investment and revise to
discuss the underlying drivers for the changes between periods. See Section IV of
SEC Release No. 33-8350.

November 5, 2024
Page 4
Combined Carve-out Statements of Changes in Net Parent Investment, page F-5
11.We note you present a line item for Net Parent Investment in the Combined Carve-out
Statements of Changes in Net Parent Investment on pages F-5 and F-19.  Please
provide a footnote to your financial statements for Net Parent Investment for each
period presented. Disclose the major components of transfers from and to the Parent
(e.g., the allocation of costs to Robin Energy, intercompany purchases, and cash
transfers between Robin Energy and the Parent, etc.) and reconciled to the amount of
Net Parent Investment.  Additionally, disclose the average balance due to or from
related parties for each period. Refer to Question 4 of SAB Topic 1.B.1.
Notes to Combined Carve-out Financial Statements
2. Significant Accounting Policies and Recent Accounting Pronouncements, page F-8
12.We note you state that “the combined carve-out financial statements may not be
indicative of the Company’s future performance and may not include all the actual
expenses that would have been incurred by the Company as an independent publicly
traded company.” If the Master Management Agreement with Castor Ships or any
other agreement has been or will be terminated or revised from those included in the
the historical results of operations, please revise the pro forma combined financial
information to reflect the impact of those changes. Refer toSAB Topic 1.B.2.
3. Transactions with Related Parties, page F-11
13.We note from page F-13 that during the years ended December 31, 2022 and 2023 the
administration fees charged by Castor Ships to Toro that were allocated to the
Company amounted to $28,691 and $279,855, respectively and are included in
General and Administrative Expenses in the combined carve-out statements of
comprehensive income.  You also state that these expenses consisted mainly of
administration costs charged by Castor Ships, investor relations, legal, audit and
consultancy fees and stock-based compensation cost.  Please tell us how you
considered that agreements with related parties are not at arms length and may be
changed at any time resulting in a need for footnote disclosure of managements'
estimate of what the expenses would have been on a stand alone basis.  Refer to
Question 2 of SAB Topic 1.B.1.
5. Vessels, net, page F-14
14.Please tell us why Improvements and other vessel costs of $296,692 in 2022 and
$803,959 in 2023 differ from Capitalized vessel improvements of $479,075 in 2022
and $766,887 in 2023 in the Combined Carve-Out Statements of Cash Flows on page
F-6.
Unaudited Interim Condensed Combined Carve-Out Statements of Cash Flows, page F-20
15.Please revise to correct Cash and cash equivalents at the six months ended June 30,
2023 as $351 and not $368.

November 5, 2024
Page 5
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. Please
contact Anuja Majmudar at 202-551-3844 or Irene Barberena-Meissner at 202-551-6548 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Finn Murphy