Form SCHEDULE 13D/A Icon Energy Corp Filed by: Atlantis Holding Corp. /RMI/
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Icon Energy Corp (Name of Issuer) |
Common Shares, $0.001 par value per share (Title of Class of Securities) |
(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) |
06/30/2026 (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. |
| 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
23,954,522.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
86.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Rows 8, 10 and 11:
This amount includes (i) 1,000 Common Shares, $0.001 par value per share ("Common Shares") of Icon Energy Corp. (the "Issuer") and (ii) 23,953,522 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of June 30, 2026, issuable upon the hypothetical conversion of 21,390 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 3,759,314 Common Shares outstanding as of June 30, 2026, as provided by the Issuer to the Reporting Person, and (ii) and the 23,953,522 Common Shares issuable upon the hypothetical conversion of the 21,390 Series A Preferred Shares owned by the Reporting Person as of June 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 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
23,954,522.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
86.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 8, 10 and 11:
This amount includes (i) 1,000 Common Shares, $0.001 par value per share ("Common Shares") of Icon Energy Corp. (the "Issuer") and (ii) 23,953,522 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of June 30, 2026, issuable upon the hypothetical conversion of 21,390 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 3,759,314 Common Shares outstanding as of June 30, 2026, as provided by the Issuer to the Reporting Person, and (ii) and the 23,953,522 Common Shares issuable upon the hypothetical conversion of the 21,390 Series A Preferred Shares owned by the Reporting Person as of June 30, 2026.
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 Amendment No. 2 to Schedule 13D (this "Amendment") amends and supplements the statement on Schedule 13D filed on July 8, 2025 as amended by Amendment No.1 filed on January 20, 2026 (and as may be further amended and supplemented from time to time, the "Schedule 13D"), relating to the common shares, par value $0.001 per share ("Common Shares") of Icon Energy Corp. (the "Issuer") beneficially owned by each of the Reporting Persons.
Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned to such terms in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: "On June 30, 2026, Atlantis acquired 2,436 Series A Preferred Shares, as a result of the Issuer's election to pay in kind the dividend due on the Series A Preferred Shares." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses to Rows (7) through (13) of the cover page of this Amendment and the accompanying notes to such Rows are incorporated herein by reference. Atlantis is controlled by Ismini Panagiotidi. Mrs. Panagiotidi may be considered to be a beneficial owner of the Common Shares held by Atlantis by virtue of her control of the equity and voting power of Atlantis. | |
| (b) | The responses to Rows (7) through (13) of the cover page of this Amendment and the accompanying notes to such Rows are incorporated herein by reference. The Reporting Persons share beneficial ownership over all of the Common Shares reported in this Amendment. | |
| (c) | Other than as described in this Amendment, the Reporting Persons did not effect any transactions in the Common Shares during the past sixty days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| 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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