Exhibit 1.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
RUBICO INC.
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
The undersigned, Nikolaos Papastratis, as the Chief Financial Officer of Rubico Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certifies that:
| 1. | The name of the Corporation is: Rubico Inc. |
| 2. | The Articles of Incorporation were filed with the Registrar of Corporations as of the 11th day of August, 2022, and were amended and restated in their entirety as of the 26th day of June, 2025. |
Articles of Amendment were filed with the Registrar of Corporations on the 1st day of December, 2025.
Articles of Amendment were filed with the Registrar of Corporations on the 10th day of February, 2026.
Articles of Amendment were filed with the Registrar of Corporations on the 7th day of April, 2026.
Articles of Amendment were filed with the Registrar of Corporations on the 23rd day of June, 2026.
| 3. | Section D of the Amended and Restated Articles of Incorporation, as amended, is hereby amended by adding the following paragraph to the end of the Section: |
Effective with the commencement of business on October 30, 2026, the Corporation has effected a one-for-25 reverse stock split as to its issued and outstanding common shares, pursuant to which the number of issued common shares shall decrease from approximately 13,517,355 to approximately 540,694 as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the number of registered common shares the Corporation is authorized to issue or the par value of the common shares. The stated capital of the Corporation is hereby reduced from approximately $135,173.55 to approximately $5,406.94, as adjusted for the cancellation of the fractional shares and which may be further adjusted for the cancellation of fractional shares, and the amount of the reduction in stated capital shall be allocated to surplus.
| 4. | All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged. |
| 5. | This amendment to the Amended and Restated Articles of Incorporation was approved by the affirmative vote of a majority of the voting power of the total number of shares issued and outstanding and entitled to vote at a special meeting of shareholders of the Corporation held on July 9, 2026, and by the Corporation’s Board of Directors on October 20, 2026. |
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Amended and Restated Articles of Incorporation on this 28th day of October, 2026.
| By: |  | |
| Name: | Nikolaos Papastratis | |
| Title: | Chief Financial Officer |