Core Viewpoint - Icon Energy Corp. has successfully sold 680,023 shares under the Standby Equity Purchase Agreement, generating net proceeds of $2.3 million at an average price of $3.31 per share [1][2]. Group 1: Financial Performance - Year-to-date, Icon has sold a total of 680,023 shares, resulting in net proceeds of $2.3 million [1]. - The average price per share during this sale was $3.31 [1]. Group 2: Standby Equity Purchase Agreement (SEPA) - Icon entered into a SEPA with an investor on August 27, 2025, allowing the company to issue up to $20 million worth of common shares over three years [2]. - The SEPA provides Icon with a flexible and efficient source of capital, enabling the company to pursue growth opportunities and support strategic initiatives [3]. Group 3: Company Overview - Icon Energy Corp. is an international shipping company that specializes in seaborne transportation services for dry bulk cargoes [3]. - The company is headquartered in Athens, Greece, and its common shares are traded on the Nasdaq Capital Market under the symbol "ICON" [3].

Core Viewpoint - Icon Energy Corp. has announced a 1-for-5 reverse stock split effective January 8, 2026, to enhance its appeal to investors and ensure compliance with Nasdaq listing standards [4][5]. Group 1: Reverse Stock Split Details - The reverse stock split will convert every 5 issued and outstanding common shares into 1 common share without changing the par value or the total number of shares authorized [3]. - Following the split, the number of outstanding common shares will decrease from 3,460,000 to approximately 692,000, adjusted for fractional shares [5]. - No fractional shares will be issued; instead, shareholders entitled to fractional shares will receive a cash payment based on the closing price on January 7, 2026 [6]. Group 2: Impact on Shareholders - The reverse stock split will not affect shareholders' ownership percentages, market capitalization, or voting rights [5]. - Shareholders holding shares in book-entry form or through a broker will see the impact reflected in their accounts without needing to take action [7]. Group 3: Company Background - Icon Energy Corp. is an international shipping company providing worldwide seaborne transportation services for dry bulk cargoes [8].

Core Viewpoint - Icon Energy Corp. has authorized a share repurchase program allowing the company to buy back up to $1.0 million of its outstanding common shares through December 31, 2026 [1]. Group 1: Share Repurchase Program - The repurchase of common shares may occur through privately negotiated transactions, open market transactions, or other means, including trading plans under Rule 10b-18 and/or Rule 10b5-1 of the U.S. Securities Exchange Act of 1934 [2]. - The timing and amount of repurchases will be at the company's discretion, influenced by legal requirements, market conditions, investment opportunities, available liquidity, and the prevailing market price of the shares [2]. - The program does not obligate the company to repurchase any specific dollar amount or number of shares and can be suspended or discontinued at any time [2]. Group 2: Company Overview - Icon Energy Corp. is an international shipping company that provides worldwide seaborne transportation services for dry bulk cargoes via its fleet of oceangoing vessels [3]. - The company is headquartered in Athens, Greece, and its common shares are traded on the Nasdaq Capital Market under the symbol "ICON" [3].

Core Viewpoint - Icon Energy Corp. has reported significant growth in earnings and vessel employment, driven by a strong charter market and an expanding fleet [1][6]. Vessel Employment Updates - In December 2025, the time charter for the M/V Alfa was extended with an international commodity trading conglomerate for an indefinite period, with a minimum notice period of three months, ensuring continued utilization and earnings linked to the Baltic Panamax Index [2][3]. Fleet Overview - The fleet consists of several dry bulk vessels, including the M/V Alfa, M/V Bravo, and M/V Charlie, all under index-linked time charters with flexible expiration terms [3][4]. Market Commentary - All vessels are currently employed on time charters, benefiting from the strengthening charter market in 2025, which has positively impacted earnings [4][5]. Earnings Performance - The average gross hire rate for vessels in Q3 2025 was approximately $15,450 per day, reflecting a 41% increase from the previous quarter and a 21% increase from Q3 2024 [5][6]. - Revenues for Q3 2025 reached $4.2 million, more than double the $2.0 million from the preceding quarter and nearly five times the $0.9 million from Q3 2024 [6]. Current Quarter Performance - In Q4 2025, vessels have been earning an average gross hire rate of approximately $15,750 per day, with positive market sentiment and healthy supply-demand fundamentals expected to continue into 2026 [7].

Financial Performance - Total revenue for the nine-month period ended September 30, 2025, was $7,722,000, representing a 115.9% increase compared to $3,582,000 in the same period of 2024[5] - Operating profit decreased to $72,000 in 2025 from $567,000 in 2024, indicating a decline of 87.3%[5] - Net loss attributable to common shareholders for the nine-month period was $5,740,000, compared to a net income of $36,000 in 2024[5] - Cash flows from operating activities provided $1,173,000 in 2025, compared to $588,000 in 2024, indicating a 99.7% increase[9] Assets and Liabilities - Total assets increased to $58,013,000 as of September 30, 2025, up from $28,795,000 at the end of 2024, marking a growth of 101%[4] - Total liabilities increased significantly to $37,371,000 in 2025 from $17,049,000 in 2024, reflecting a rise of 119%[4] - Shareholders' equity improved to $20,642,000 as of September 30, 2025, compared to $11,746,000 at the end of 2024, a growth of 75.5%[4] - The total long-term debt as of September 30, 2025, is $35,225, an increase from $15,931 as of December 31, 2024[38] Financial Costs - The company incurred $3,238,000 in interest and finance costs for the nine-month period, a substantial increase from $61,000 in 2024[5] - The weighted average interest rate on the borrowed portion of the term loan facility was 8.3% during the nine-month period ended September 30, 2025[40] Shareholder Information - Dividends paid on Series A Preferred Shares during the nine-month period ended September 30, 2025, amounted to $2,249, paid in kind by issuing 2,249 Series A Preferred Shares[30] - The accumulated dividends on Series A Preferred Shares as of September 30, 2025, amounted to $853, not reflected in the consolidated balance sheets as they had not been declared[30] - For the nine-month period ended September 30, 2025, dividends accrued on Series A Preferred Shares totaled $2,124 at an average applicable dividend rate of 17.27%[46] - On June 30, 2025, the Company issued 2,249 Series A Preferred Shares as payment-in-kind for accrued dividends, totaling $2,249[46] Operational Commitments - The company’s fleet includes three vessels, with the earliest charter expiring in November 2025 and the latest in June 2026, indicating ongoing operational commitments[12] - The minimum contracted revenue expected to be recognized on non-cancellable time charters of the vessels is estimated at $6,100 for the years 2025 and 2026[36] Acquisitions and Offerings - Icon completed the acquisition of Maui Shipping Co. on June 11, 2024, in exchange for 15,000 Series A Preferred Shares, 1,500,000 Series B Preferred Shares, and 5,000 common shares[13] - The initial public offering of Icon's common shares was completed on July 15, 2024, with trading commencing on the Nasdaq Capital Market under the symbol "ICON"[14] - The Company completed its initial public offering on July 15, 2024, selling 31,250 common shares at an offering price of $160.00 per share, generating gross proceeds of approximately $5,000[50] - In the January 2025 public offering, the Company sold 229,007 units at an offering price of $52.4 per unit, resulting in gross proceeds of approximately $12,000[53] Compliance and Regulatory Matters - The Company received a notification from Nasdaq on March 7, 2025, regarding non-compliance with the Minimum Bid Price Requirement, which was rectified after a Reverse Stock Split on April 1, 2025[57] - On April 1, 2025, the company executed a Reverse Stock Split, reducing outstanding common shares from 87,410,311 to 2,185,230, with no impact on market capitalization or shareholder ownership percentage[59] Financial Instruments and Accounting - The Company follows ASC 480 for distinguishing liabilities from equity, impacting the classification of certain financial instruments[16] - The Company’s financial instruments classified as liabilities are remeasured at fair value at each balance sheet date, with any resulting gains or losses recorded in the consolidated statements of (loss)/income[16] - The Company’s right of use assets under finance leases are amortized over the useful life of the underlying asset, impacting depreciation expense[21] - The company recognized a loss of $537 from fair value measurements of Class A Warrants during the nine-month period ended September 30, 2025[71] Other Financial Information - The outstanding balances with Pavimar as of September 30, 2025, were $380, compared to $173 as of December 31, 2024[25] - The outstanding balance due to Pavimar as of September 30, 2025, was $4, compared to $nil as of December 31, 2024[27] - Pavimar provides services to the Company for a fee of $12 per annum, with related fees for the nine-month periods ended September 30, 2025 and 2024 amounting to $11 and $9, respectively[27] - The revenue generated from the right of use asset under finance lease during the nine-month period ended September 30, 2025, was $1,692[42] - The Company has declared its intention to exercise the purchase option for the vessel under the finance lease agreement, subject to certain conditions[32] - Subsequent to the reporting period, the company issued 1,219,521 common shares under the SEPA for net proceeds of $1,397, increasing total outstanding common shares to 3,450,000[75]

Core Viewpoint - Icon Energy Corp. has successfully sold 132,144 shares under the Standby Equity Purchase Agreement (SEPA) at an average price of $1.86 per share, indicating a strategic move to raise capital for growth opportunities [1][2][3] Group 1: SEPA Details - Icon entered into the SEPA with an investor on August 27, 2025, allowing the company to issue up to $20 million worth of common shares over three years [2] - The SEPA provides Icon with a flexible and efficient source of capital, enabling the company to pursue growth opportunities and support strategic initiatives [3] Group 2: Company Overview - Icon Energy Corp. is an international shipping company that specializes in worldwide seaborne transportation services for dry bulk cargoes through its fleet of oceangoing vessels [3] - The company is headquartered in Athens, Greece, and its common shares are traded on the Nasdaq Capital Market under the symbol "ICON" [3]

As filed with the U.S. Securities and Exchange Commission on September 18, 2025. Registration No. 333-290206 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to 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. Empl ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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 As filed with the U.S. Securities and Exchange Commission on September 17, 2025. Registration No. 333-290206 (State or other jurisdiction of incorporation or organization) 4412 (Primary Standard Industrial Classification Code Number) N/A (I.R.S. Empl ...

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 12, 2025. 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 Id ...

Financial Performance - Revenue for the six-month period ended June 30, 2025, was $3,547,000, up 30.5% from $2,719,000 in the same period of 2024[5] - Net loss attributable to common shareholders for the six-month period ended June 30, 2025, was $4,966,000, compared to a net income of $912,000 in the same period of 2024[5] - The Company reported a net loss of $3,694,000 for the six-month period ended June 30, 2025, compared to a net income of $987,000 for the same period in 2024[61] - Dividends on Series A Preferred Shares amounted to $1,272,000 for the six-month period ended June 30, 2025, compared to $75,000 for the same period in 2024[61] Assets and Liabilities - Total assets increased to $58,668,000 as of June 30, 2025, compared to $28,795,000 as of December 31, 2024, representing a growth of 103%[4] - Cash and cash equivalents increased to $3,789,000 as of June 30, 2025, from $946,000 as of December 31, 2024, marking a rise of 300%[4] - Total current liabilities rose to $4,383,000 as of June 30, 2025, compared to $3,331,000 as of December 31, 2024, an increase of 31.6%[4] - The total long-term debt increased to $36,183 as of June 30, 2025, up from $15,931 on December 31, 2024, primarily due to the finance lease liability[36] Shareholder Equity - The total shareholders' equity increased to $20,464,000 as of June 30, 2025, from $11,746,000 as of December 31, 2024, reflecting a growth of 74%[4] - The accumulated dividends on the Series A Preferred Shares amounted to $nil as of June 30, 2025, compared to $977 as of December 31, 2024[29] - The Company issued 2,249 Series A Preferred Shares as a dividend in kind on June 30, 2025, valued at $2,249,000[59] Operational Developments - Icon Energy Corp. acquired Maui Shipping Co. on June 11, 2024, enhancing its operational capacity in the shipping sector[12] - The fleet includes three vessels with charter expirations ranging from October 2025 to June 2026, indicating ongoing operational commitments[12] - For the six-month period ended June 30, 2025, 99% of the Company's revenue was derived from a single charterer, compared to 100% for the same period in 2024[17] Management and Agreements - The management agreement with Pavimar became effective on January 18, 2024, providing vessel commercial and technical management services[22] - The management fees for services provided by Pavimar for the six-month periods ended June 30, 2025, and 2024, were $7 and $nil, respectively[27] - Total charges by Pavimar for the six-month period ended June 30, 2025, included technical management fees of $298, commercial management commissions of $45, and sale and purchase commissions of $317[25] Financing Activities - The Company raised approximately $12,000,000 from a public offering on January 24, 2025, selling 229,007 units at $52.40 per unit[51] - The Company completed its initial public offering on July 15, 2024, selling 31,250 common shares at $160.00 per share, generating gross proceeds of approximately $5,000,000[48] - The Company executed a reverse stock split on April 1, 2025, converting 87,410,311 outstanding common shares into 2,185,230 shares[57] Compliance and Taxation - The Company is in compliance with all applicable financial covenants related to its loan agreement as of June 30, 2025[36] - The Company is incorporated in the Republic of Marshall Islands and is not subject to income taxes there[65] - The Company intends to claim exemption from U.S. federal income tax under Section 883 of the Internal Revenue Code for the 2024 and 2025 taxable years[67] - The Company believes it will satisfy the 50% Ownership Test for the 2024 and 2025 taxable years[67] Other Financial Information - The estimated fair value of Class A Warrants was recognized at $46,269, with a loss of $34,278 recorded in the interim consolidated statement of loss[64] - The net effect of fair value measurements during the six-month period ended June 30, 2025, was a loss of $537[64] - The protection and indemnity insurance coverage for pollution is $1,000,000 per vessel per incident, with no current claims or contingent liabilities reported[34] - There are no subsequent events that require disclosure as of the date the financial statements were issued[68]