SCHEDULE: Atlantis Holding Corp. Boosts Icon Energy Stake to 76.9%

Atlantis Holding Corp. and Ismini Panagiotidi have increased their beneficial ownership in Icon Energy Corp. to 76.9% through preferred share conversions and dividend payments.

Summary

• Atlantis Holding Corp. and Ismini Panagiotidi beneficially own 8,357,548 Common Shares of Icon Energy Corp., representing 76.9% of the class.
• This ownership includes 1,000 directly held Common Shares and 8,356,548 Common Shares issuable upon the hypothetical conversion of 18,954 Series A Cumulative Convertible Perpetual Preferred Shares.
• The Series A Preferred Shares are convertible into Common Shares at any time between July 16, 2025, and July 15, 2032.
• The reporting persons initially acquired 15,000 Series A Preferred Shares, 1,500,000 Series B Preferred Shares, and 5,000 Common Shares on June 11, 2024, through an exchange agreement where Icon Energy Corp. acquired Maui Shipping Co.
• Atlantis Holding Corp. acquired an additional 2,249 Series A Preferred Shares on June 30, 2025, and 1,705 Series A Preferred Shares on December 31, 2025, as a result of Icon Energy Corp.'s election to pay dividends in kind.
• The percentage of class is calculated based on 2,508,470 Common Shares issued and outstanding as of January 20, 2026, plus the 8,356,548 Common Shares from preferred share conversion.

Sentiment

Score: 6

Explanation: The filing indicates a significant increase in beneficial ownership by a key entity, which can be seen as a positive sign of commitment. However, the potential for substantial dilution from preferred share conversion and the use of in-kind dividends could be viewed negatively by common shareholders.

Positives

• Increased beneficial ownership for Atlantis Holding Corp. and Ismini Panagiotidi, indicating strong commitment to Icon Energy Corp.
• Icon Energy Corp. utilized Series A Preferred Shares to pay dividends in kind, preserving cash.

Negatives

• Significant dilution potential for existing common shareholders upon conversion of Series A Preferred Shares.
• The Issuer's election to pay dividends in kind suggests potential cash flow constraints or a strategic decision to retain cash.

Risks

• Potential for significant dilution of common shareholders' equity and voting power upon the conversion of 18,954 Series A Preferred Shares into 8,356,548 Common Shares.
• The concentration of ownership (76.9%) by Atlantis Holding Corp. and Ismini Panagiotidi could limit the influence of other shareholders.

Future Outlook

Series A Preferred Shares held by Atlantis Holding Corp. are convertible into Common Shares starting July 16, 2025, and ending July 15, 2032, which will significantly increase the number of outstanding common shares.

Industry Context

This filing primarily details a change in beneficial ownership and does not provide broader industry context. However, the acquisition of Maui Shipping Co. by Icon Energy Corp. suggests a strategic move within their respective sectors, potentially consolidating assets or expanding operations.

Related Party Transactions

• The Exchange Agreement dated June 11, 2024, between Icon Energy Corp. and Atlantis Holding Corp. (which wholly owned Maui Shipping Co. before the exchange) for the acquisition of Maui Shipping Co. in exchange for various classes of Icon Energy Corp. shares.
• Ismini Panagiotidi, who controls Atlantis Holding Corp., is also President and Sole Director of Atlantis.

Stakeholder Impact

• Shareholders: Existing common shareholders face potential significant dilution upon conversion of Series A Preferred Shares. The high concentration of ownership by Atlantis Holding Corp. could reduce the influence of minority shareholders.
• Creditors: The issuance of preferred shares and the use of in-kind dividends might impact the company's capital structure and cash flow, which could be relevant for creditors.

Next Steps

• Conversion of Series A Preferred Shares into Common Shares by Atlantis Holding Corp. between July 16, 2025, and July 15, 2032.

Key Dates

Recommendation

The significant increase in beneficial ownership by Atlantis Holding Corp. and its principal, Ismini Panagiotidi, to 76.9% demonstrates strong insider commitment and control. While this concentration of ownership provides stability, the substantial potential for dilution from the conversion of Series A Preferred Shares, which could nearly quadruple the common share count, presents a significant overhang for existing common shareholders. The use of in-kind dividends for preferred shares also suggests a focus on cash preservation, which could be interpreted as a positive for liquidity but a negative for immediate shareholder returns. Given these mixed signals—strong insider control versus potential dilution—a 'hold' recommendation is appropriate until further clarity on the company's strategic direction and capital management is provided.

Keywords

Icon Energy Corp, Atlantis Holding Corp, Ismini Panagiotidi, Schedule 13D/A, Beneficial Ownership, Common Shares, Preferred Shares, Convertible Securities, Shareholder Stake, Corporate Control, Maui Shipping Co, SEC Filing