Filing Details
- Accession Number:
- 0001140361-25-025252
- Form Type:
- 13D Filing
- Publication Date:
- 2025-07-07 20:00:00
- Filed By:
- Atlantis Holding Corp. /RMI/
- Company:
- Icon Energy Corp
- Filing Date:
- 2025-07-08
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Atlantis Holding Corp. /RMI/ | 0 | 7,685,546 | 0 | 7,685,546 | 7,685,546 | 77.9% |
| Ismini Panagiotidi | 0 | 7,685,546 | 0 | 7,685,546 | 7,685,546 | 77.9% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Icon Energy Corp (Name of Issuer) |
Common Shares, $0.001 par value per share (Title of Class of Securities) |
Y4001C206 (CUSIP Number) |
Atlantis Holding Corp. c/o Pavimar Shipping Co., 17th km National Road Athens, J3, 14564 30 211 88 81 300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | Y4001C206 |
| 1 |
Name of reporting person
Atlantis Holding Corp. /RMI/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,685,546.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
77.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Rows 8, 9, 10 and 11:
This amount includes (i) 5,000 Common Shares, $0.001 par value per share ("Common Shares") of Icon Energy Corp. (the "Issuer") and (ii) 7,680,546 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of the date hereof, issuable upon the hypothetical conversion of 17,249 Series A Cumulative Convertible Perpetual Preferred Shares ("Series A Preferred Shares") of the Issuer owned by the Reporting Person. All Series A Preferred Shares (but not a portion) are convertible to Common Shares commencing July 16, 2025 and until July 15, 2032. See Item 3 for a description of the terms of the Series A Preferred Shares.
Note to Row 13:
Calculated pursuant to Rule 13d-3(d)(1)(i) based on (i) the 2,185,230 Common Shares outstanding as of April 24, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2024, and the 7,680,546 Common Shares issuable upon the hypothetical conversion of 17,249 Series A Preferred Shares owned by the Reporting Person as of the date hereof.
SCHEDULE 13D
|
| CUSIP No. | Y4001C206 |
| 1 |
Name of reporting person
Ismini Panagiotidi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,685,546.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
77.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 8, 9, 10 and 11:
This amount includes (i) 5,000 Common Shares, $0.001 par value per share ("Common Shares") of Icon Energy Corp. (the "Issuer") and (ii) 7,680,546 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of the date hereof, issuable upon the hypothetical conversion of 17,249 Series A Cumulative Convertible Perpetual Preferred Shares ("Series A Preferred Shares") of the Issuer owned by the Reporting Person. All Series A Preferred Shares (but not a portion) are convertible to Common Shares commencing July 16, 2025 and until July 15, 2032. See Item 3 for a description of the terms of the Series A Preferred Shares.
Note to Row 13:
Calculated pursuant to Rule 13d-3(d)(1)(i) based on (i) the 2,185,230 Common Shares outstanding as of April 24, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2024, and the 7,680,546 Common Shares issuable upon the hypothetical conversion of 17,249 Series A Preferred Shares owned by the Reporting Person as of the date hereof.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, $0.001 par value per share | |
| (b) | Name of Issuer:
Icon Energy Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Pavimar Shipping Co. 17th km, National Road Athens-Lamia & Foinikos St, Athens,
GREECE
, 14564. | |
Item 1 Comment:
This statement on Schedule 13D (this "Statement") relates to the Common Shares, par value $0.001 per share ("Common Shares") of Icon Energy Corp. (the "Issuer") beneficially owned by the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | Atlantis Holding Corp.
Ismini Panagiotidi | |
| (b) | Atlantis Holding Corp., c/o Pavimar Shipping Co., 17th km National Road Athens-Lamia & Foinikos Str., 14564 Nea Kifissia, Athens, Greece
Ismini Panagiotidi, c/o Pavimar Shipping Co., 17th km National Road Athens-Lamia & Foinikos Str., 14564 Nea Kifissia, Athens, Greece | |
| (c) | Ismini Panagiotidi is the Issuer's Chairwoman and Chief Executive Officer, and beneficially owns and controls Pavimar, a ship-management group providing technical, commercial and business management services for oceangoing vessels, including but not limited to the ones owned by the Issuer and its subsidiaries. She also beneficially owns and controls other oceangoing vessels and participates in other business activities not associated with the Issuer. | |
| (d) | To the best of their knowledge, during the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) | |
| (e) | To the best of their knowledge, during the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws | |
| (f) | Atlantis Holding Corp. - Republic of the Marshall Islands
Ismini Panagiotidi - Greece | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Persons became beneficial owners of the Common Shares held directly pursuant to an exchange agreement dated June 11, 2024 ("Exchange Agreement"), whereby the Issuer acquired all of the outstanding share capital of Maui Shipping Co. ("Maui") in exchange for 15,000 Series A Cumulative Convertible Perpetual Preferred Shares ("Series A Preferred Shares"), 1,500,000 Series B Perpetual Preferred Shares, and 5,000 Common Shares of the Issuer. At the time, Maui wholly owned Positano Marine Inc., which in turn owns the M/V Alfa, a Panamax dry bulk vessel. As part of the exchange, the Reporting Persons forfeited the Common Shares beneficially owned by them immediately prior to the exchange.
As of the date hereof, the Reporting Persons are the beneficial owners of 7,680,546 shares of Common Stock underlying the 17,249 Series A Preferred Shares of the Issuer owned by the Reporting Person. 15,000 of such Series A Preferred Shares were acquired by Atlantis Holding Corp. ("Atlantis") on June 11, 2024, pursuant to the Exchange Agreement, and 2,249 of such Series A Preferred Shares were acquired by Atlantis on June 30, 2025, as a result of the Issuer's election to pay the dividend due on such Series A Preferred Shares in kind.
Each holder of Series A Preferred Shares has the right, subject to certain conditions, at any time commencing on July 16, 2025 and until July 15, 2032, to convert all (but not a portion), of the Series A Preferred Shares beneficially held by such holder into Common Shares at the conversion rate then in effect. Each Series A Preferred Share is convertible into the number of our Common Shares equal to the quotient of the aggregate stated amount of the Series A Preferred Shares converted plus any accrued and unpaid dividends divided by the lower of (i) $240 per Common Share and (ii) the volume-weighted average price of our Common Shares over the five consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the conversion. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons hold and acquired the Common Shares described herein for investment purposes.
Other than as set forth in this Statement, the Reporting Persons do not have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of the Issuer, or any disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) any change in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of the Issuer; (ix) any termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, of a class of equity securities of the Issuer; or (x) any action similar to any of those enumerated above.
Ms. Ismini Panagiotidi is the Chairwoman and Chief Executive Officer of the Issuer. As a result, Mr. Panagiotidi regularly has discussions with members of Issuer management, board members of the Issuer, and stockholders of the Issuer, which discussions from time to time relate to management, governance and board composition, the Issuer's operations and financial condition or strategic transactions.
Notwithstanding the foregoing, the Reporting Persons may determine to change their intentions with respect to the Issuer at any time in the future. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons each beneficially own 7,685,546 Common Shares, representing 77.9% of the outstanding Common Shares. This amount includes (i) 5,000 Common Shares and (ii) 7,680,546 Common Shares that may be deemed to be beneficially owned by the Reporting Persons as of the date hereof, issuable upon the hypothetical conversion of 17,249 Series A Preferred Shares. All Series A Preferred Shares (but not a portion) are convertible to Common Shares commencing July 16, 2025 and until July 15, 2032. See Item 3 for a description of the terms of the Series A Preferred Shares. | |
| (b) | The Reporting Persons share beneficial ownership over all of the Common Shares reported herein. | |
| (c) | Other than as described in this Statement, the Reporting Persons did not effect any transactions in the Common Shares during the past sixty days. | |
| (d) | Not applicable | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Joint Filing Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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