Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Icon Energy Corp (Name of Issuer) |
Common Shares, par value $0.001 per share (Title of Class of Securities) |
Y4001C206 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | Y4001C206 |
| 1 | Names of Reporting Persons
Atlantis Holding Corp. /RMI/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,178,120.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
76.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) This amount includes (i) 5,000 Common Shares, par value $0.001 per share of Icon Energy Corp. ("Common Shares") and (ii) 7,173,120 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of April 24, 2025, issuable upon the hypothetical conversion of 15,000 9.00% Series A Cumulative Convertible Perpetual Preferred Shares of Icon Energy Corp. ("Series A Preferred Shares"). All 15,000 Series A Preferred Shares (but not a portion) are convertible to Common Shares commencing July 16, 2025 and until July 15, 2032. (2) This percentage is calculated pursuant to Rule 13d-3(d)(1)(i) using a figure of 9,358,350 Common Shares outstanding, which consists of (i) 2,185,230 Common Shares outstanding plus (ii) 7,173,120 Common Shares issuable upon the hypothetical conversion of 15,000 Series A Preferred Shares as of April 24, 2025.
SCHEDULE 13G
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| CUSIP No. | Y4001C206 |
| 1 | Names of Reporting Persons
Ismini Panagiotidi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GREECE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,178,120.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
76.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) This amount includes (i) 5,000 Common Shares and (ii) 7,173,120 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of April 24, 2025, issuable upon the hypothetical conversion of 15,000 Series A Preferred Shares. All 15,000 Series A Preferred Shares (but not a portion) are convertible to Common Shares commencing July 16, 2025 and until July 15, 2032. (2) This percentage is calculated pursuant to Rule 13d-3(d)(1)(i) using a figure of 9,358,350 Common Shares outstanding, which consists of (i) 2,185,230 Common Shares outstanding plus (ii) 7,173,120 Common Shares issuable upon the hypothetical conversion of 15,000 Series A Preferred Shares as of April 24, 2025.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Icon Energy Corp |
| (b) | Address of issuer's principal executive offices:
c/o Pavimar Shipping Co., 17th km National Road, Athens-Lamia & Fo, Athens, Greece, 14564 |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 1 to the Schedule 13G originally filed on November 14, 2024 (the "Original Schedule") is filed jointly by each of the following persons pursuant to a previously filed joint filing agreement attached as Exhibit A to the Original Schedule: Atlantis Holding Corp. Ismini Panagiotidi |
| (b) | Address or principal business office or, if none, residence:
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) | Citizenship:
Atlantis Holding Corp. - Republic of the Marshall Islands Ismini Panagiotidi - Greece |
| (d) | Title of class of securities:
Common Shares, par value $0.001 per share |
| (e) | CUSIP No.:
Y4001C206 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Atlantis Holding Corp. - 7,178,120 Ismini Panagiotidi - 7,178,120 The amount of beneficially owned Common Shares for each Reporting Person includes (i) 5,000 Common Shares and (ii) 7,173,120 Common Shares that may be deemed to be beneficially owned by each Reporting Person as of April 24, 2025, issuable upon the hypothetical conversion of 15,000 Series A Preferred Shares. All 15,000 Series A Preferred Shares (but not a portion) are convertible to Common Shares commencing July 16, 2025 and until July 15, 2032. |
| (b) | Percent of class:
Atlantis Holding Corp. - 76.7% Ismini Panagiotidi - 76.7% The percentages are calculated pursuant to Rule 13d-3(d)(1)(i) using a figure of 9,358,350 Common Shares outstanding, which consists of (i) 2,185,230 Common Shares outstanding plus (ii) 7,173,120 Common Shares issuable upon the hypothetical conversion of 15,000 Series A Preferred Shares as of April 24, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Atlantis Holding Corp. - 0 Ismini Panagiotidi - 0 | |
| (ii) Shared power to vote or to direct the vote:
Atlantis Holding Corp. - 7,178,120 Ismini Panagiotidi - 7,178,120 | |
| (iii) Sole power to dispose or to direct the disposition of:
Atlantis Holding Corp. - 0 Ismini Panagiotidi - 0 | |
| (iv) Shared power to dispose or to direct the disposition of:
Atlantis Holding Corp. - 7,178,120 Ismini Panagiotidi - 7,178,120 | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Comments accompanying signature: * The Reporting Person specifically disclaims beneficial ownership in the securities reported herein except to the extent of its or her pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or such person's authorized representative. If the statement is signed on behalf of a person by such person's authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath such person's signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).