F-1 1 ny20066616x1_f1.htm F-1

As filed with the U.S. Securities and Exchange Commission on March 6, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Icon Energy Corp.

(Exact name of Registrant as specified in its charter)


Republic of the Marshall Islands (State or other jurisdiction of incorporation or organization)	4412 (Primary Standard Industrial Classification Code Number)	N/A (I.R.S. Employer Identification No.)

c/o Pavimar Shipping Co.

17th km National Road

Athens-Lamia & Foinikos Str.

14564, Nea Kifissia

Athens, Greece

+30 211 88 81 300

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeeho M. Lee, Esq.

O’Melveny & Myers LLP

1301 Avenue of the Americas, 17th Floor

New York, New York 10019

+1 (212) 326-2000 (telephone number)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


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


Exhibit No.			Description
3.1			Amended and Restated Articles of Incorporation⁽¹⁾
3.2			Amended and Restated Bylaws⁽¹⁾
3.3			Second Amended and Restated Statement of Designations of the Rights, Preferences and Privileges of the Series A Cumulative Convertible Perpetual Preferred Shares⁽²⁾
3.4			Statement of Designations of the Rights, Preferences and Privileges of the Series B Perpetual Preferred Shares⁽²⁾
3.5			Statement of Designations of the Rights, Preferences and Privileges of the Series C Participating Preferred Shares⁽³⁾
4.1			Form of Class A Common Share Purchase Warrant⁽⁴⁾
4.2			Placement Agent’s Warrant⁽⁴⁾
4.3			First Representative’s Warrant⁽³⁾
5.1			Opinion of Stephenson Harwood LLP, as to the legality of the securities being registered*
10.1			Shareholders’ Rights Agreement between Icon Energy Corp. and Computershare Trust Company, N.A., dated July 11, 2024⁽³⁾
10.2			Form of Management Agreement between Pavimar Shipping Co. and each of the Company’s shipowning subsidiaries⁽³⁾
10.3			Amended and Restated Executive Services Agreement between Icon Energy Corp. and Pavimar Shipping Co., dated April 1, 2024⁽²⁾
10.4			Term Loan Facility Agreement, dated September 16, 2024⁽³⁾
10.5			Exchange Agreement between Icon Energy Corp. and Atlantis Holding Corp., dated June 11, 2024⁽²⁾
10.6			Standby Equity Purchase Agreement, dated August 27, 2025⁽⁵⁾
10.7			Bareboat Agreement for M/V Charlie⁽¹⁾
10.8			At The Marketing Offering Agreement, dated February 4, 2026⁽⁶⁾
21.1			List of Subsidiaries*
23.1			Consent of Independent Registered Public Accounting Firm*
23.2			Consent of Stephenson Harwood LLP (included in Exhibit 5.1 hereto)*
24.1			Power of Attorney*
107			Filing Fee Table*


ICON ENERGY CORP.

By:	/s/ Ismini Panagiotidi
	Name:	Ismini Panagiotidi
	Title:	Chief Executive Office (Principal Executive Officer)


/s/ Ismini Pangiotidi			Chief Executive Officer (Principal Executive Officer) and Chairwoman of the Board
Ismini Panagiotidi

/s/ Dennis Psachos			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Dennis Psachos

/s/ Spiros Vellas			Director
Spiros Vellas			Director

/s/ Evangelos Macris			Director
Evangelos Macris			Director


PUGLISI & ASSOCIATES

By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Authorized Representative in the United States

SEC Form F-1 filed by Icon Energy Corp.