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April 10, 2024
Ismini Panagiotidi
Chief Executive Officer
Icon Energy Corp.
17th km National Road
Athens-Lamia & Foinikos Str.
14564, Nea Kifissia
Athens, Greece
Re:Icon Energy Corp.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted April 1, 2024
CIK No. 0001995574
Dear Ismini Panagiotidi:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
February 8, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Description of Capital Stock, page 79
1.Please revise to disclose provisions set forth in your amended and restated articles of
incorporation regarding business combinations with interested shareholders. In addition,
we note your disclosure that your amended and restated articles of incorporation and your
amended and restated bylaws provide that, unless otherwise prescribed by law, only a
majority of your Board or the chairman of your Board may call special meetings of your
shareholders. However, this does not appear to be consistent with Section 5.3 of your form
of amended and restated articles of incorporation filed as Exhibit 3.1. Please revise.

 FirstName LastNameIsmini Panagiotidi
 Comapany NameIcon Energy Corp.
 April 10, 2024 Page 2
 FirstName LastName
Ismini Panagiotidi
Icon Energy Corp.
April 10, 2024
Page 2
2.We note your disclosure regarding the exclusive forum provision set forth in your
amended and restated articles of incorporation, including your disclosure that your
amended and restated articles of incorporation provide that, unless you consent in writing
to the selection of an alternative forum, the United States District Court for the Southern
District of New York (or, if such court does not have jurisdiction over such claim, any
other federal district court of the United States) shall be the sole and exclusive forum for
claims that would be subject to federal or state jurisdiction pursuant to the Securities Act
or Exchange Act, as applicable. We also note that the federal forum selection provision in
Section 7.2 of your form of amended and restated articles of incorporation filed as Exhibit
3.1 selects the United States District Court for the Southern District of New York (or if
such court does not have jurisdiction over such claim, any other federal district court of
the United States) “after giving effect to Section 7.1,” which selects the High Court of the
Republic of the Marshall Islands for certain claims. Please revise your prospectus
disclosure to clarify whether your exclusive forum provision selects the United States
District Court for the Southern District of New York (or if such court does not have
jurisdiction over such claim, any other federal district court of the United States) for
actions arising under the Securities Act or the Exchange Act. In addition, please ensure
that your exclusive forum provision in your amended and restated articles of incorporation
is consistent with such revised disclosure.
            Please contact Steve Lo at 202-551-3394 or Craig Arakawa at 202-551-3650 if you have
questions regarding comments on the financial statements and related matters. Please contact
Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Filana Silberberg