您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:Icon Energy Corp美股招股说明书(2026-02-04版) - 发现报告

Icon Energy Corp美股招股说明书(2026-02-04版)

2026-02-04 美股招股说明书 Yàng
报告封面

This prospectus supplement is being filed to update, amend and supplement the information contained in the prospectus datedSeptember 22, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our RegistrationStatement on Form F-1 (Registration Statement No. 333-290206), with the information contained in our report on Form 6-K filed withthe Securities and Exchange Commission on February 4, 2026. The Prospectus relates to the sale from time to time of up to 2,071,442 common shares, par value $0.001 per share (“CommonShares”) of Icon Energy Corp., incorporated under the laws of the Marshall Islands, by YA II PN, Ltd., a Cayman Islands exemptlimited company. This prospectus supplement updates, amends and supplements the information in the Prospectus and is not complete without, andmay not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Common Shares are currently listed on The Nasdaq Capital Market under the symbol “ICON.” On February 3, 2026, the lastreported sales price of our Common Shares was $1.73 per share. Effective January 8, 2026, the Company amended its Articles of Incorporation filed with the Registrar of Corporations of theRepublic of the Marshall Islands to effect a 1-for-5 reverse stock split of the Company’s common stock (the “Reverse Split”). Unlessotherwise noted, the share and per share information in this Prospectus Supplement No. 5 have been adjusted to give effect to theReverse Split. Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties describedin the section titled “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments orsupplements to the Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus supplement is February 4, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2026 Commission File Number: 001-42174 Icon Energy Corp.(Translation of registrant’s name into English) c/o Pavimar Shipping Co.17th km National RoadAthens-Lamia & Foinikos Str.14564, Nea KifissiaAthens, Greece+30 211 88 81 300(Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reportsunder cover of Form 20-F or Form 40-F: Form 20-F☒Form 40-F☐ INFORMATION CONTAINED IN THIS FORM 6-K REPORT On February 4, 2026, Icon Energy Corp. (the “Company”) entered into an “at-the-market” (“ATM”) offering agreement (the“ATM Agreement”) with Maxim Group LLC (“Maxim”). Under the terms of the ATM Agreement, the Company may, from time totime, sell its common shares having an aggregate offering value of up to $3.4 million to or through Maxim, as sales agent. TheCompany will determine, at its sole discretion, the timing and number of shares to be sold under the ATM Agreement. The Companyintends to use the proceeds from the offering and sale of the securities for general corporate purposes, which may include, among otherthings, funding for working capital needs, debt repayments and fleet renewal or expansion. The offering and sale of the securities will be made pursuant to the Company’s previously filed registration statement onForm F-3 (File No. 333-291988), declared effective on December 15, 2025. The securities may be offered only by means of aprospectus, including a prospectus supplement, forming a part of such effective registration statement. Copies of the prospectussupplement and accompanying base prospectus related to this offering have been filed with the SEC and may be obtained from theSEC’s website at http://www.sec.gov. The foregoing descriptions of the material terms of the ATM Agreement are qualified in their entirety by reference to the fulltext of the ATM Agreement, which is filed as Exhibit 1.1 to this report on Form 6-K and incorporated herein by reference. This report on Form 6-K and the exhibits therefore, and the information contained herein and therein, do not constitute anoffer to sell or the solicitation of offers to buy any securities of the Company, and shall not constitute an offer, solicitation or sale ofany security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualificationunder the secu