Icon Energy Corp.

Icon Energy Corp. is a growth-oriented dry bulk shipping company providing worldwide seaborne transportation services for dry bulk cargoes through a fleet of three oceangoing vessels: Alfa (Panamax, 2006), Bravo (Kamsarmax, 2007), and Charlie (Ultramax, 2020), primarily chartered on index-linked time charters. The company generates revenue by chartering vessels to operators, traders, and end users on time or voyage charters. As of December 31, 2025, actual capitalization shows total cash and equivalents of $4.58 million, long-term debt of $34.94 million, and shareholders' equity of $21.38 million, with 691,977 Common Shares outstanding. On an as adjusted basis, cash rises to $11.26 million with 3,214,069 shares outstanding. This F-1 registration enables resale by Selling Shareholder YA II PN, Ltd. of up to 9,811,933 Common Shares issuable under a $20 million SEPA entered August 27, 2025, of which $7.19 million has been utilized, leaving $12.81 million capacity. Company may receive up to $12.81 million gross proceeds for general corporate purposes including working capital, debt repayment, and fleet expansion. As a Marshall Islands corporation listed on Nasdaq Capital Market (ICON), Icon operates as an emerging growth and foreign private issuer with a multi-class structure where Series B Preferred Shares held by CEO confer dominant voting control. The filing supports flexible equity financing amid Nasdaq compliance risks and dilution concerns from preferred conversions and warrants.

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