Icon Energy Corp 美股招股说明书（2026年3月13日版）

Icon Energy Corp. 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 9,811,933 common shares, par value $0.001 per share (“Common Shares”) of Icon Energy Corp. (the “Company”), consisting of (i) up to9,739,547 Common Shares that may be issued to Yorkville pursuant to Advances (as defined below) under the standby equity purchase agreement (the “SEPA”),dated as of August27, 2025 (the “Effective Date”), entered into by and between Yorkville and the Company and (ii)72,386 Common Shares (the “CommitmentShares”) we have issued to Yorkville in lieu of cash for the payment of the second half of the Commitment Fee (as defined below). As of the date hereof, we haveissued 2,071,442 Common Shares to Yorkville (the “Previously Sold SEPA Shares”), consisting of (i) 2,062,393 Common Shares pursuant to Advances under theSEPA for aggregate gross proceeds of $7,190,547 and (ii) 9,049 Common Shares issued to Yorkville in satisfaction of the first half of the Commitment Fee under theSEPA. The Previously Sold SEPA Shares have been registered for resale pursuant to a previously filed registration statement on Form F-1 (File No. 333-290206), 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”) to Yorkville, 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 any time from the Effective Date of the SEPA until August27, 2028, unless earlier terminated pursuant to the SEPA (the “CommitmentPeriod”), by delivering written notice to Yorkville (each, an “Advance Notice”). As of the date of this prospectus, we have utilized $7,190,547 of the Commitment 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 twopricing options, 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 definedbelow) for any period commencing upon receipt by the Company of written confirmation of receipt of such Advance Notice by Yorkville, and which confirmationshall specify the commencement time, and ending on 4:00 p.m. New York City time on the applicable date of the Advance Notice (the “Option 1 Pricing Period”). Ifthe total number of Common Shares traded on the Nasdaq Capital Market during the Option 1 Pricing Period is less than the Volume Threshold, the number ofAdvance Shares will be reduced to the greater of (i) 30% of the trading volume during the respective pricing period, or (ii) the number of Common Shares sold byYorkville during the pricing period. “Volume Threshold” is defined as the amount of the Advance in Common Shares divided by 30%. Under the second option(“Pricing Option 2”), we will sell the Common Shares to Yorkville at 97% of the Market Price for any three consecutive trading days commencing on the date of the The SEPA does not require Yorkville to subscribe for or acquire any Common Shares under the SEPA if those Common Shares, when aggregated with allother Common Shares beneficially owned by Yorkville and its affiliates, would result in Yorkville and its affiliates (on an aggregated basis) beneficially owningmore than 4.99% of the then outstanding 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 inplace for the 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 the Standby Equity 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 irrevocable commitment to subscribe for Common Shares at our direction, upon the terms and subject to the conditions set forth in the SEPA, we have paid acommitment fee equal to 1% of the Commitment Amount of the SEPA (the “Commitment Fee”), as follows: half of which was paid at execution of the SEPA, andthe remaining half was paid at the 6-month anniversary of the execution of the SEPA. At each due date, we had the option, at our discretion, to pay all or a portion ofthe Commitment Fee then due by the issuance of such number of Common Shares that is equal to the applicable portion of the Commitment Fee divided by the Our registration of the securities covered by this prospectus does not mean that the Selling Shareholder will offer or sell any of the Common Shares. TheSelling Shareholder may offer, sell, or distribute all or a portion of its Common Shares publicly or thr