424B3 1 ny20066616x3_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-294110

PROSPECTUS

Up to 9,811,933 Common Shares

Icon Energy Corp.

This prospectus relates to the offer and sale, from time to time, by YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville” or the “Selling Shareholder”), of up to 9,811,933 common shares, par value $0.001 per share (“Common Shares”) of Icon Energy Corp. (the “Company”), consisting of (i) up to 9,739,547 Common Shares that may be issued to Yorkville pursuant to Advances (as defined below) under the standby equity purchase agreement (the “SEPA”), dated as of August 27, 2025 (the “Effective Date”), entered into by and between Yorkville and the Company and (ii) 72,386 Common Shares (the “Commitment Shares”) we have issued to Yorkville in lieu of cash for the payment of the second half of the Commitment Fee (as defined below). As of the date hereof, we have issued 2,071,442 Common Shares to Yorkville (the “Previously Sold SEPA Shares”), consisting of (i) 2,062,393 Common Shares pursuant to Advances under the SEPA for aggregate gross proceeds of $7,190,547 and (ii) 9,049 Common Shares issued to Yorkville in satisfaction of the first half of the Commitment Fee under the SEPA. The Previously Sold SEPA Shares have been registered for resale pursuant to a previously filed registration statement on Form F-1 (File No. 333-290206), which was declared effective by the Commission on September 22, 2025. See “Description of the Standby Equity Purchase Agreement” for a description of the SEPA and “Selling Shareholder” for additional information regarding Yorkville.

Pursuant to the SEPA, subject to the terms and conditions set forth therein, we have the right, but not the obligation, to issue (each such issuance, an “Advance”) to Yorkville, and Yorkville has the obligation to subscribe for Common Shares for an aggregate subscription amount of up to $20,000,000 (the “Commitment Amount”), at any time from the Effective Date of the SEPA until August 27, 2028, unless earlier terminated pursuant to the SEPA (the “Commitment Period”), by delivering written notice to Yorkville (each, an “Advance Notice”). As of the date of this prospectus, we have utilized $7,190,547 of the Commitment Amount, leaving $12,809,453 of remaining capacity under the SEPA.

Under each Advance, the Common Shares to be issued to Yorkville from time to time under the SEPA (the “Advance Shares”) will be issued at one of two pricing options, at our election. Under the first option (“Pricing Option 1”), we will sell the Common Shares to Yorkville at 96% of the Market Price (as defined below) for any period commencing upon receipt by the Company of written confirmation of receipt of such Advance Notice by Yorkville, and which confirmation shall specify the commencement time, and ending on 4:00 p.m. New York City time on the applicable date of the Advance Notice (the “Option 1 Pricing Period”). If the total number of Common Shares traded on the Nasdaq Capital Market during the Option 1 Pricing Period is less than the Volume Threshold, the number of Advance Shares will be reduced to the greater of (i) 30% of the trading volume during the respective pricing period, or (ii) the number of Common Shares sold by Yorkville during the pricing period. “Volume Threshold” is defined as the amount of the Advance in Common Shares divided by 30%. Under the second option (“Pricing Option 2”), we will sell the Common Shares to Yorkville at 97% of the Market Price for any three consecutive trading days commencing on the date of the Advance Notice, if it is received by 9:30 a.m. Eastern Time, or the immediately following trading day if received after 9:30 a.m. Eastern Time (the “Option 2 Pricing Period”). “Market Price” is defined as, for any Option 1 Pricing Period, the average volume weighted average price (“VWAP”) of the Common Shares on the Nasdaq Capital Market during the Option 1 Pricing Period, and for any Option 2 Pricing Period, the lowest daily VWAP of the Common Shares on the Nasdaq Capital Market during the Option 2 Pricing Period.

The SEPA does not require Yorkville to subscribe for or acquire any Common Shares under the SEPA if those Common Shares, when aggregated with all other Common Shares beneficially owned by Yorkville and its affiliates, would result in Yorkville and its affiliates (on an aggregated basis) beneficially owning more than 4.99% of the then outstanding voting power or number of Common Shares (the “Beneficial Ownership Cap”).

We will have the right to require Yorkville to subscribe for any Common Shares pursuant to the SEPA as long as we have an effective registration statement in place for the resale of the Common Shares to be issued by the Company to Yorkville under each Advance, and subject to the satisfaction of the other conditions set forth in the SEPA.

We may not have access to the full Commitment Amount available under the SEPA due to, among other things, the reasons noted above. See “Description of the Standby Equity Purchase Agreement” for more information regarding the SEPA.

Pursuant to the SEPA, we have paid to Yorkville a structuring and due diligence fee in the amount of $25,000. In addition, in consideration for Yorkville’s irrevocable commitment to subscribe for Common Shares at our direction, upon the terms and subject to the conditions set forth in the SEPA, we have paid a commitment fee equal to 1% of the Commitment Amount of the SEPA (the “Commitment Fee”), as follows: half of which was paid at execution of the SEPA, and the remaining half was paid at the 6-month anniversary of the execution of the SEPA. At each due date, we had the option, at our discretion, to pay all or a portion of the Commitment Fee then due by the issuance of such number of Common Shares that is equal to the applicable portion of the Commitment Fee divided by the average of the daily VWAPs of the Common Shares on the Nasdaq Capital Market during the three trading days immediately prior to the applicable due date. We have issued 81,435 Common Shares (including the Commitment Shares) to Yorkville in satisfaction of the Commitment Fee.

Our registration of the securities covered by this prospectus does not mean that the Selling Shareholder will offer or sell any of the Common Shares. The Selling Shareholder may offer, sell, or distribute all or a portion of its Common Shares publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of Common Shares by the Selling Shareholder pursuant to this prospectus. However, we may receive up to $12,809,453 in aggregate gross proceeds from sales of our Common Shares to the Selling Shareholder that we may, in our discretion, elect to make, from time to time pursuant to the SEPA, representing the remaining capacity under the SEPA after giving effect to $7,190,547 we have already received in aggregate gross proceeds as of date of this prospectus. The resale of our Common Shares being offered by the Selling Shareholder pursuant to this prospectus, or the perception that these sales could occur, could result in a decline in the public trading price of our Common Shares. We provide more information about how the Selling Shareholder may sell or otherwise dispose of the Common Shares in the section entitled “Plan of Distribution.” We will bear all costs, expenses, and fees in connection with the registration of the Common Shares offered hereby. The Selling Shareholder will bear all commissions and discounts, if any, attributable to its sales of the Common Shares offered hereby.

The Selling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and any profits on the sales of Common Shares by the Selling Shareholder and any discounts, commissions, or concessions received by the Selling Shareholder are deemed to be underwriting discounts and commissions under the Securities Act.

We qualify as an “emerging growth company” as defined in the Securities Act and, as such, we may elect to comply with certain reduced reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

We have a multi-class capital structure consisting of Common Shares, Series A Cumulative Convertible Perpetual Preferred Shares (the “Series A Preferred Shares”) and Series B Perpetual Preferred Shares (the “Series B Preferred Shares”). Our common shareholders are entitled to one vote for each Common Share held. Our Series A Preferred Shares have no voting rights, subject to limited exceptions, however each Series A Preferred Share has a stated amount of $1,000 per share, and each holder of Series A Preferred Shares has the right, subject to certain conditions, until July 15, 2032, to convert all (but not a portion) of the Series A Preferred Shares beneficially held by such holder into our Common Shares at the applicable conversion price then in effect. The issuance of additional Common Shares upon the potential conversion of our Series A Preferred Shares could dilute the interests of our common shareholders and affect the trading price for our Common Shares. Our Series B Preferred Shares have no dividend or distribution rights, other than upon our liquidation, dissolution or winding up, however each Series B Preferred Share has the voting power of 1,000 Common Shares and counts for 1,000 votes for purposes of determining quorum at a meeting of shareholders, subject to certain adjustments to maintain a substantially identical voting interest in us following the occurrence of certain events. Except as otherwise required by law or provided by our Amended and Restated Articles of Incorporation and Statement of Designation for our Series B Preferred Shares, holders of our Series B Preferred Shares and holders of our Common Shares shall vote together as one class on all matters submitted to a vote of our shareholders. Please see the section of this prospectus entitled “Description of Capital Stock” for further information regarding our capital structure, and the rights, including the voting rights, privileges, and preferences of the holders of our shares. Our Chairwoman and Chief Executive Officer, Mrs. Ismini Panagiotidi, is the sole holder of our Series A Preferred Shares and Series B Preferred Shares. The Series B Preferred Shares held by Mrs. Panagiotidi represent 99.9% of the aggregate voting power of our total issued and outstanding share capital as of the date hereof. Because Mrs. Panagiotidi beneficially owns the majority of our voting power, she has the ability to control us and our affairs, including, among other matters, the election of our board of directors and, as a result, the ability of our common shareholders to influence our corporate matters is limited.

Our Common Shares are listed on the Nasdaq Capital Market under the symbol “ICON.” On March 12, 2026, the last reported sales price of our Common Shares on the Nasdaq Capital Market was $1.19.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 13, 2026


PROSPECTUS SUMMARY			1
THE OFFERING			5
RISK FACTORS			7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			12
USE OF PROCEEDS			14
CAPITALIZATION			15
DIVIDEND POLICY			16
DESCRIPTION OF THE STANDBY EQUITY PURCHASE AGREEMENT			18
SELLING SHAREHOLDER			21
DESCRIPTION OF CAPITAL STOCK			22
MATERIAL INCOME TAX CONSIDERATIONS			25
PLAN OF DISTRIBUTION			33
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES			37
EXPENSES RELATING TO THIS OFFERING			37
LEGAL MATTERS			38
EXPERTS			38
WHERE YOU CAN FIND ADDITIONAL INFORMATION			38
INFORMATION INCORPORATED BY REFERENCE			39


(In Thousands of U.S. Dollars, except share data)	ACTUAL	AS ADJUSTED	AS FURTHER ADJUSTED⁽¹⁾
Total cash, cash equivalents and restricted cash	$4,580	$11,264	$23,993
Total long-term debt	34,942	34,756	34,756
Shareholders’ equity:
Common shares-authorized 750,000,000 shares with $0.001 par value, 691,977 shares issued and outstanding on actual basis, 3,214,069 shares issued and outstanding on as adjusted basis, and 12,953,616 shares issued and outstanding on as further adjusted basis	1	3	13
Series A Preferred Shares-authorized 1,500,000 shares with $0.001 par value, 18,954 shares issued and outstanding on actual, as adjusted, and as further adjusted basis	—	—	—
Series B Preferred Shares-authorized 1,500,000 shares with $0.001 par value, 1,500,000 shares issued and outstanding on actual and as adjusted basis	2	2	2
Series C Participating Preferred Shares-authorized 1,500,000 shares with $0.001 par value, no shares issued and outstanding on actual, as adjusted, and as further adjusted basis	—	—	—
Additional paid-in capital	25,444	32,311	45,030
(Accumulated Deficit)	(4,069)	(3,046)	(3,046)
Total shareholders’ equity	21,378	29,270	41,999
Total capitalization (including long-term debt)	$56,320	$64,026	$76,755


Assumed Average Price Per Share	Number of Common Shares to be Issued to Yorkville⁽²⁾ (Pricing Option 1)	Total Number of Outstanding Common Shares After Giving Effect to the Sales to Yorkville	Number of Common Shares to be Issued to Yorkville⁽²⁾ (Pricing Option 2)	Total Number of Outstanding Common Shares After Giving Effect to the Sales to Yorkville
$1.00	13,343,179	16,557,248	13,205,621	16,419,690
$1.37⁽¹⁾	9,739,547	12,953,616	9,639,139	12,853,208
$2.00	6,671,589	9,885,658	6,602,810	9,816,879
$3.00	4,447,726	7,661,795	4,401,873	7,615,942
$4.00	3,335,794	6,549,863	3,301,405	6,515,474
$5.00	2,668,635	5,882,704	2,641,124	5,855,193


SEC registration fee			$1,856
Accounting fees and expenses			18,000
Legal fees and expenses			50,000
Printing expenses			10,000
Total⁽¹⁾			$79,856

SEC Form 424B3 filed by Icon Energy Corp.