Icon Energy Corp美股招股说明书(2025-09-22版)

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 “SellingShareholder”), of up to 10,357,237 common shares, par value $0.001 per share (“Common Shares”) of Icon Energy Corp. (the “Company”), that consist of (i) up to 10,262,726Common Shares that may be issued to Yorkville pursuant to the standby equity purchase agreement, dated as of August 27, 2025 (the “Effective Date”), entered into by andbetween Yorkville and the Company (the “SEPA”), at the election of the Company following an Advance Notice (as defined below) and (ii) up to 94,511 Common Shares thatmay be issued to Yorkville in lieu of cash for the payment of the Commitment Fee (as defined below), including 45,249 Common Shares (the “Initial Commitment Shares”)issued to Yorkville in satisfaction of the first half of the Commitment Fee (as defined below). See “Description of the Standby Equity Purchase Agreement” for a description ofthe 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”) toYorkville, 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 anytime 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 toYorkville (each, an “Advance Notice”). 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 pricingoptions, 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 periodcommencing upon receipt by the Company of written confirmation of receipt of such Advance Notice by Yorkville, and which confirmation shall specify the commencementtime, 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 tradedon 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% ofthe 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 asthe amount of the Advance in Common Shares divided by 30%. Under the second option (“Pricing Option 2”), we will sell the shares of 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 immediatelyfollowing trading day if received after 9:30 a.m. Eastern Time (the “Option 2 Pricing Period”). “Market Price” is defined as, for any Option1 Pricing Period, the averagevolume 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, thelowest 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 CommonShares 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 thenoutstanding 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 forthe 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 StandbyEquity 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 irrevocablecommitment to subscribe for Common Shares at our direction, from time to time after the effectiveness of the registration statement of which this prospectus forms a part, uponthe terms and subject to the conditions set forth in the SEPA, we have agreed to pay a commitment fee equal to 1% of the Commitment Amount of the SEPA (the“Commitment Fee”), as follows: half due at execution of the SEPA, and the remaining half due at the earlier o