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 ICON ENERGY CORP.
 17th km National Road, Athens-Lamia & Foinikos Str.
 14564, Nea Kifissia, Athens, Greece
 Tel: +30 211 888 0200

 September 19, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549-6010
 Attention:            Liz Packebusch

 Re:

 Request for Effectiveness for Icon Energy Corp.
 Registration Statement on Form F-1 (File No. 333-290206)

 Ladies and Gentlemen:

 The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1, that was originally filed with the U.S. Securities and Exchange Commission on
 September 12, 2025, as may thereafter be amended, be accelerated so that it will be made effective at 9:15 am Eastern Time on September 22, 2025, or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended.
 Once the Registration Statement has been declared effective, the undersigned registrant respectfully requests that you notify Jeeho Lee of O’Melveny & Myers LLP, counsel to the undersigned registrant, by telephone at (212) 326-2266.

 Should you have any questions regarding the foregoing request, please do not hesitate to contact Ms. Lee at the telephone number above.

 Yours truly,

 ICON ENERGY CORP.

 By:

 /s/ Ismini Panagiotidi

 Ismini Panagiotidi

 Chief Executive Officer

 cc:

 Dennis Psachos, Chief Financial Officer, Icon Energy Corp.
 Jeeho Lee, O’Melveny & Myers LLP

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 ICON ENERGY CORP.
 17th km National Road, Athens-Lamia & Foinikos Str.
 14564, Nea Kifissia, Athens, Greece
 Tel: +30 211 888 0200

 September 15, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549-6010
 Attention:   Liz Packebusch

 Re:

 Withdrawal of Request for Effectiveness for Icon Energy Corp.

 Registration Statement on Form F-1 (File No. 333-290206)

 Ladies and Gentlemen:

 The undersigned registrant hereby respectfully withdraws its request that the U.S. Securities and Exchange Commission accelerate the
 effective date of the above-captioned Registration Statement on Form F-1 (File No. 333-290206), so that it becomes effective on September 15, 2025, at 4:00 pm Eastern Time, or as soon thereafter as practicable, or at such later time as the Company or
 its counsel may request via telephone call to the staff.

 Yours truly,

 ICON ENERGY CORP.

 By:

 /s/ Ismini Panagiotidi

 Ismini Panagiotidi

 Chief Executive Officer

 cc:

 Dennis Psachos, Chief Financial Officer, Icon Energy Corp.
 Jeeho Lee, O’Melveny & Myers LLP

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 ICON ENERGY CORP.
 17th km National Road, Athens-Lamia & Foinikos Str.
 14564, Nea Kifissia, Athens, Greece
 Tel: +30 211 888 0200

 September 12, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549-6010
 Attention:            Liz Packebusch

 Re:

  Request for Effectiveness for Icon Energy Corp.

  Registration Statement on Form F-1 (File No. 333- 290206 )

 Ladies and Gentlemen:

 The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1, that was originally filed
 with the U.S. Securities and Exchange Commission on September 12, 2025, as may thereafter be amended, be accelerated so that it will be made effective at 4:00 pm Eastern Time on September 15, 2025, or as soon thereafter as practicable, pursuant to
 Rule 461 of the Securities Act of 1933, as amended. Once the Registration Statement has been declared effective, the undersigned registrant respectfully requests that you notify Jeeho Lee of O’Melveny & Myers LLP, counsel to the undersigned
 registrant, by telephone at (212) 326-2266.

 Should you have any questions regarding the foregoing request, please do not hesitate to contact Ms. Lee at the telephone number above.

 Yours truly,

 ICON ENERGY CORP.

 By:

 /s/ Ismini Panagiotidi

 Ismini Panagiotidi

 Chief Executive Officer

 cc:

 Dennis Psachos, Chief Financial Officer, Icon Energy Corp.
 Jeeho Lee, O’Melveny & Myers LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 8, 2025

Dennis Psachos
Chief Financial Officer
Icon Energy Corp
c/o Pavimar Shipping Co.
17th km National Road
Athens-Lamia & Foinikos Str.
14564, Nea Kifissia
Athens, Greece

 Re: Icon Energy Corp
 Draft Registration Statement on Form F-1
 Submitted August 29, 2025
 CIK No. 0001995574
Dear Dennis Psachos:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Jeeho M. Lee
</TEXT>
</DOCUMENT>

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    January 22, 2025

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Icon Energy Corp.

            Registration Statement on Form F-1

            File No. 333-284370

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
      as amended, Maxim Group LLC (“Maxim”), as placement agent, hereby concurs in the request by Icon Energy Corp. that the effective date of the above-referenced Registration Statement be accelerated to 9:00 AM, Eastern Time, on Thursday, January 23,
      2025, or as soon thereafter as may be practicable.

    Maxim affirms that it is aware of its obligations under the Securities Act in connection with this offering.

            Very truly yours,

            Maxim Group LLC

            By:

            /s/ Larry Glassberg

            Name: Larry Glassberg

            Title: Co-Head of Investment Banking

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    ICON ENERGY CORP.

    17th km National Road, Athens-Lamia & Foinikos Str.

    14564, Nea Kifissia, Athens, Greece

    Tel: +30 211 888 0200

    January 22, 2025

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Attention:          Michael Purcell

            Re:

            Icon Energy Corp.

            Registration Statement on Form F-1 (File No. 333-284370)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on
      Form F-1, that was originally filed with the U.S. Securities and Exchange Commission on January 21, 2025, as may thereafter be amended, be accelerated so that it will be made effective at 9:00 AM Eastern Time on Thursday, January 23, 2025, or as soon
      thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant is aware of its obligations under the Act.

    Should you have any questions regarding this request, please do not hesitate to contact Filana R. Silberberg, Esq. of
      Watson Farley & Williams LLP, counsel to the undersigned registrant, at (212) 922-2225.

          Yours truly,

            ICON ENERGY CORP.

            By:

            /s/ Ismini Panagiotidi

            Name: Ismini Panagiotidi

            Title: Chief Executive Officer

January 10, 2025
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
Draft Registration Statement on Form F-1
Submitted December 31, 2024
CIK No. 0001995574
Dear Ismini Panagiotidi:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. We remind you that the company and its management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Filana Silberberg

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      ICON ENERGY CORP.

      17th km National Road, Athens-Lamia & Foinikos Str.

      14564, Nea Kifissia, Athens, Greece

    July 11, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Attention:          Michael Purcell

                Daniel Morris

            Re:

            Icon Energy Corp.

            Registration Statement on Form F-1 (File No. 333-279394)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1, that was originally filed with the U.S. Securities and Exchange
      Commission on May 14, 2024, as thereafter amended, be accelerated so that it will be made effective at 5:00 PM, Washington D.C. time, on Thursday, July 11, 2024, or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of
      1933, as amended (the “Act”).

    The undersigned registrant is aware of its obligations under the Act.

    Should you have any questions regarding this request, please do not hesitate to contact Filana Silberberg, Esq. at (212) 922-2225 or Will Vogel, Esq. at (212) 922-2280, each of Watson Farley &
      Williams LLP, counsel to the undersigned registrant.

            Yours truly,

            ICON ENERGY CORP.

            By:

            /s/ Ismini Panagiotidi

            Name: Ismini Panagiotidi

            Title: Chief Executive Officer

    July 11, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:         Icon Energy Corp.

    Registration Statement on Form F-1

    File No. 333-279394

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the
      underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 PM, Washington D.C. time, on Thursday, July 11, 2024, or as soon thereafter as may be
      practicable.

    Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus dated July 10, 2024 have been distributed to prospective
      dealers, institutional investors, retail investors and others.

    The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

            Very truly yours,

            Maxim Group LLC

            By:

            /s/ Larry Glassberg

            Name: Larry Glassberg

            Title: Co-Head of Investment Banking

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      ICON ENERGY CORP.

      17th km National Road, Athens-Lamia & Foinikos Str.

      14564, Nea Kifissia, Athens, Greece

    July 9, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

              Attention:

              Michael Purcell

                Daniel Morris

            Re:

            Icon Energy Corp.

            Registration Statement on Form F-1 (File No. 333-279394)

    Ladies and Gentlemen:

    On July 5, 2024, the undersigned registrant requested acceleration of the effectiveness of the above-captioned Registration Statement on Form F-1 so that it would be made
      effective on Tuesday, July 9, 2024 at 5:00 PM Eastern Time, or as soon thereafter as practicable. The undersigned registrant hereby withdraws such request.

    Should you have any questions regarding this request, please do not hesitate to contact Filana Silberberg, Esq. at (212) 922-2225 or Will Vogel, Esq. at (212) 922-2280, each of
      Watson Farley & Williams LLP, counsel to the undersigned registrant.

              Yours truly,

                ICON ENERGY CORP.

              By:

              /s/ Ismini Panagiotidi

              Name: Ismini Panagiotidi

                Title: Chief Executive Officer

    July 9, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

              Re:

              Icon Energy Corp.

                Registration Statement on Form F-1

                File No. 333-279394

    Ladies and Gentlemen:

    On July 5, 2024, Maxim Group LLC, as underwriter, along with the above-referenced registrant, requested acceleration of the effectiveness of the above-captioned Registration Statement on Form F-1 so that it would be made
      effective on Tuesday, July 9, 2024 at 5:00 PM, Washington D.C. time, or as soon thereafter as may be practicable. The undersigned hereby withdraws such request.

            Very truly yours,

            Maxim Group LLC

            By:

            /s/ Larry Glassberg

            Name: Larry Glassberg

              Title: Co-Head of Investment Banking

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      ICON ENERGY CORP.

      17th km National Road, Athens-Lamia & Foinikos Str.

      14564, Nea Kifissia, Athens, Greece

            July 5, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

            Attention:

            Michael Purcell

            Daniel Morris

            Re:

            Icon Energy Corp.

            Registration Statement on Form F-1 (File No. 333-279394)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement on Form F-1, that was originally filed with the U.S. Securities and Exchange
      Commission on May 14, 2024, as thereafter amended, be accelerated so that it will be made effective at 5:00 PM Eastern Time on Tuesday, July 9, 2024, or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended
      (the “Act”).

    The undersigned registrant is aware of its obligations under the Act.

    Should you have any questions regarding this request, please do not hesitate to contact Filana Silberberg, Esq. at (212) 922-2225 or Will Vogel, Esq. at (212) 922-2280, each of Watson Farley &
      Williams LLP, counsel to the undersigned registrant.

            Yours truly,

            ICON ENERGY CORP.

            By:

            /s/ Ismini Panagiotidi

            Name: Ismini Panagiotidi

            Title: Chief Executive Officer

    July 5, 2024

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Icon Energy Corp.

            Registration Statement on Form F-1

            File No. 333-279394

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwriters, hereby
      requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 PM, Washington D.C. time, on Tuesday, July 9, 2024, or as soon thereafter as may be practicable.

    Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus dated July 1, 2024 have been distributed to prospective
      dealers, institutional investors, retail investors and others.

    The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

            Very truly yours,

            Maxim Group LLC

            By:

            /s/ Larry Glassberg

            Name: Larry Glassberg

            Title: Co-Head of Investment Banking

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            July 1, 2024

            U.S. Securities and Exchange Commission

            Division of Corporation Finance

            Office of Energy & Transportation

            100 F Street, N.E.

            Washington, D.C. 20549

                Attention:

                Michael Purcell

                    Daniel Morris

              Re:

              Icon Energy Corp.

              Registration Statement on Form F-1

              File No. 333-279394

    Ladies and Gentlemen:

    Reference is made to the draft registration statement on Form F-1 of Icon Energy Corp. (the “Company”) that was submitted to the U.S. Securities and Exchange Commission (the “Commission”) for confidential review on December 19, 2023, and thereafter amended on January 26, 2024 and April 1, 2024 to, among other things, respond to comments received from staff of the Commission (the “Staff”). On May 14, 2024, the Company publicly filed with the Commission its Registration Statement on Form F-1, which was thereafter amended on May
      31, 2024, June 12, 2024, and June 21, 2024 (the “Registration Statement”) to, among other things, respond to comments received from the Commission.

    By letter dated June 28, 2024, the Staff provided the Company with additional comments to the Registration
      Statement (the “Comment Letter”). The Company is today filing Amendment No. 4 to the Registration Statement (the “Amended Registration Statement”), which responds to the Staff’s comments contained in the Comment Letter.

    Capitalized terms used in this letter that are not otherwise defined herein have the meanings ascribed to them in
      the Amended Registration Statement. The following numbered paragraphs correspond to the numbered paragraphs in the Comment Letter.

    Dividend Policy, page 47

              1.

              Please revise your disclosures related to the dividends that you expect to pay during the one-year period
                following the initial public offering to address the following:

              •

              Clarify the total amount of the dividends you expect to pay during the one-year period and whether the
                Series A will participate in the expected dividend on an as-converted basis.

              •

              If the Series A will participate, disclose the amount of the total dividend payment that would be
                allocable to Ismini Panagiotidi, as a common shareholder and the sole holder of the Series A, assuming the mid-point initial public offering price.

       Page 2

              •

              State whether your dividend policy is reflected in any written policies of the company.

              •

              Describe whether Ismini Panagiotidi will have the ability to influence the dividend policy by virtue of
                her role as Chief Executive Officer and her ownership of common, Series A and Series B shares.

    Provide the disclosures requested above, as applicable, in the Summary, Risk Factors, Dividend
      Policy, and Related Party Transactions sections.

    In response to the Staff’s comment, the Company respectfully advises the Staff of the following:

              •

              The Company has revised its disclosure in the Amended Registration Statement to (i) clarify that it expects to pay regular
                quarterly cash dividends on its common shares during the one-year period following its initial public offering, in the aggregate amount of $500,000 for the year, and (ii) specifically state that holders of Series A Preferred Shares do not
                have the right to participate, on an as-converted basis or otherwise, in regular cash dividends declared and paid on the Company’s common shares.

    The Company has further amended and restated the Statement of Designations with respect to the Series A
      Preferred Shares to clarify that holders of Series A Preferred Shares do not have the right to participate, on an as-converted basis, in regular cash dividends declared and paid on the Company’s common shares, and has filed a copy of the Amended and
      Restated Statement of Designations as Exhibit 3.3 to the Amended Registration Statement.

              •

              In response to the Staff’s comment, the Company advises the Staff that its dividend policy is not reflected in any written
                policies of the Company. The Company has included this disclosure in the Amended Registration Statement under the heading “Dividend Policy.”

              •

              As stated throughout the Amended Registration Statement, Mrs. Panagiotidi will beneficially own the majority of the
                Company’s voting power, and therefore, she will have the ability to control the Company and its affairs.  In response to the Staff’s comment, the Company has revised its disclosure in the Amended Registration Statement, where appropriate,
                to further state that she will have the ability to exert significant influence on corporate decisions of the Company, including with respect to, among other things, the Company’s business direction, capital structure, and dividend policy.

    Exhibits

              2.

              Please instruct your counsel to revise the opinion to include the preferred share purchase right or tell
                us why you do not believe you are required to do so. Refer to Staff Legal Bulletin No. 19 and Question 116.16 of Securities Act Forms Compliance and Disclosure Interpretations.

    In response to the Staff’s comment, the Company has revised the opinion of counsel included as Exhibit 5.1 in the
      Amended Registration Statement to address the preferred share purchase rights that will be attached to the common shares.

              3.

              Please update your fee table to reflect the preferred share purchase right.

    In response to the Staff’s comment, the Company has revised the fee table to reflect the preferred share purchase
      rights that will be attached to the common shares.

      *     *     *     *     *

      If you have any questions or comments concerning this letter, please feel free to contact Filana R. Silberberg, Esq.
        at (212) 922-2225 or Will Vogel, Esq. at (212) 922-2280.

          Page 3

              Yours sincerely,

              Watson Farley & Williams LLP

              By:

              /s/ Filana R. Silberberg

              Filana R. Silberberg, Esq.

United States securities and exchange commission logo
June 28, 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. 3 to Registration Statement on Form F-1
Filed June 21, 2024
File No. 333-279394
Dear Ismini Panagiotidi:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 28, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1
Dividend Policy, page 47
1.Please revise your disclosures related to the dividends that you expect to pay during the
one-year period following the initial public offering to address the following:

•Clarify the total amount of the dividends you expect to pay during the one-year
period and whether the Series A will participate in the expected dividend on an as-
converted basis.
•If the Series A will participate, disclose the amount of the total dividend payment that
would be allocable to Ismini Panagiotidi, as a common shareholder and the sole
holder of the Series A, assuming the mid-point initial public offering price.

 FirstName LastNameIsmini Panagiotidi
 Comapany NameIcon Energy Corp.
 June 28, 2024 Page 2
 FirstName LastName
Ismini Panagiotidi
Icon Energy Corp.
June 28, 2024
Page 2
•State whether your dividend policy is reflected in any written policies of the
company.
•Describe whether Ismini Panagiotidi will have the ability to influence the dividend
policy by virtue of her role as Chief Executive Officer and her ownership of common,
Series A and Series B shares.

Provide the disclosures requested above, as applicable, in the Summary, Risk Factors,
Dividend Policy, and Related Party Transactions sections.
Exhibits
2.Please instruct your counsel to revise the opinion to include the preferred share purchase
right or tell us why you do not believe you are required to do so. Refer to Staff Legal
Bulletin No. 19 and Question 116.16 of Securities Act Forms Compliance and Disclosure
Interpretations.
3.Please update your fee table to reflect the preferred share purchase right.
            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 Daniel Morris at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Filana Silberberg

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              May 31, 2024

              U.S. Securities and Exchange Commission

              Division of Corporation Finance

              Office of Energy & Transportation

              100 F Street, N.E.

              Washington, D.C. 20549

                  Attention:

                  Michael Purcell

        Daniel Morris

                Re:

                Icon Energy Corp.

                  Registration Statement on Form F-1

                  Filed May 14, 2024

                  File No. 333-279394

      Ladies and Gentlemen:

        Reference is made to the draft registration statement on Form F-1 (the “Draft Registration Statement”) of Icon Energy Corp. (the “Company”) in connection with the registration of the Company’s common shares under the Securities Act of 1933, as amended, that was confidentially submitted to the U.S. Securities and Exchange Commission (the “Commission”) for review on December 19, 2023. By letter dated January 12, 2024 (the “First Comment Letter”), the staff of the Commission (the “Staff”) provided the Company with its comments to the Draft Registration Statement. The first amended draft registration statement on Form F-1 (the “First Amended Draft Registration Statement”),
          which responded to the Staff’s comments contained in the First Comment Letter was confidentially submitted to the Commission for review on January 26, 2024. By letter dated February 8, 2024, the Staff provided the Company with its comments (the “Second Comment Letter”) to the First Amended Draft Registration Statement. The second amended draft registration statement on Form F-1 (the “Second Amended Draft Registration
            Statement)”, which responded to the Staff’s comments contained in the Second Comment Letter was confidentially submitted to the Commission for review on April 1, 2024. By letter dated April 10, 2024, the Staff provided the Company with
          its comments (the “Third Comment Letter”) to the Second Amended Draft Registration Statement. The Company confidentially submitted to the Commission for review a letter dated April 23, 2024, which responded
          to Comment No. 2 of the Third Comment Letter and provided the Staff with the related changes the Company proposed to make to its Second Amended Draft Registration Statement (the “Proposed Changes”). By
          letter dated May 8, 2024, the Staff provided the Company with its comments to the Proposed Changes (the “Fourth Comment Letter”). On May 14, 2024, the Company publicly filed with the Commission its
          Registration Statement on Form F-1 (the “Registration Statement”), responding to Comment No. 1 (the remaining comment) of the Third Comment Letter and the comment contained in the Fourth Comment Letter. By
          letter dated May 28, 2024, the Staff provided the Company with its comments (the “Fifth Comment Letter”) to the Registration Statement. Amendment No. 1 to the Registration Statement (the “First Amended Registration Statement”), which responds to the Staff’s comments contained in the Fifth Comment Letter, is today being publicly filed with the Commission. The First Amended Registration Statement
          also includes updates relating to the passage of time.

        Page 2

        Capitalized terms used in this letter that are not otherwise defined herein have the meanings ascribed to them in the First Amended Registration Statement. The following numbered paragraphs correspond
          to the numbered paragraphs in the Fifth Comment Letter.

      Registration Statement on Form F-1

      Prospectus Summary, page 1

            1.

              We note that each Series B Preferred Share has the voting power of 1,000 common shares and counts for 1,000 votes for purposes of determining quorum at a meeting of shareholders. We also
                note that each of the Series A Preferred Shares have a stated amount of $1,000 per share. Please revise your disclosure here and throughout the filing, including the cover page, to detail the dilutive effect of the Series A Preferred Shares
                and the controlling impact of the Series B Preferred Shares. Please also explain in greater detail your capital structure, and the nature of the disparate voting rights.

      In response to the Staff’s comment, the Company has included the requested disclosure on the cover page of the prospectus included in the Registration Statement, as well as
        under the following headings:

            •

              Prospectus Summary—Formation Transactions;

            •

              Risk Factors—Risks Relating to Our Common Shares—The multi-class structure of our shares has the effect of concentrating voting control with Mrs. Panagiotidi and limiting our other shareholders’ ability to
                influence corporate matters;

            •

              Business—History and Development of the Company; and

            •

              Certain Relationships and Related Party Transactions—Exchange Agreement.

      Risk Factors

      Risks Relating to our Relationship with our Manager and its Affiliates, page 36

            2.

              We note you disclose in a footnote to the beneficial ownership table that the Series B Preferred Shares to be held by Mrs. Panagiotidi represent 99.90% of the aggregate voting power of your
                total issued and outstanding share capital. Please revise your disclosure here and throughout the filing, including the cover page, to include this information.

      In response to the Staff’s comment, the Company has included the requested disclosure on the cover page of the prospectus included in the Registration Statement, as well as
        under the following headings:

            •

              Prospectus Summary—Formation Transactions;

            •

              Risk Factors—Risks Relating to Our Common Shares—Our Chairwoman and Chief Executive Officer beneficially owns 100% of our Series B Preferred Shares and has control over us;

            •

              Risk Factors—Risks Relating to Our Common Shares—The multi-class structure of our shares has the effect of concentrating voting control with Mrs. Panagiotidi and limiting our other shareholders’ ability to
                influence corporate matters;

            •

              Business—History and Development of the Company; and

            •

              Certain Relationships and Related Party Transactions—Exchange Agreement.

        Page 3

            3.

              Please expand your disclosure to detail the risks that the Company's multi-class structure may have on the shareholders, including, if true, that the structure may render its shares
                ineligible for inclusion in certain stock market indices, thus adversely affecting share price and liquidity.

      In response to the Staff’s comment, the Company has included the requested risk factor disclosure in the Registration Statement under the following headings:

            •

              Risk Factors—Risks Relating to Our Common Shares—The multi-class structure of our shares has the effect of concentrating voting control with Mrs. Panagiotidi and limiting our other shareholders’ ability to
                influence corporate matters; and

            •

              Risk Factors—Risks Relating to Our Common Shares—We cannot predict the impact our multi-class capital structure may have on the market price or liquidity of our common shares.

            4.

              Please expand your disclosure to note that future issuances of high-vote shares may be dilutive to low-vote shareholders.

      In response to the Staff’s comment, the Company has included the requested risk factor disclosure in the Registration Statement under the following heading:

            •

              Risk Factors—Risks Relating to Our Common Shares—The multi-class structure of our shares has the effect of concentrating voting control with Mrs. Panagiotidi and limiting our other shareholders’ ability to
                influence corporate matters.

      Security Ownership of Certain Beneficial Owners and Management, page 79

            5.

              Please revise your ownership table to include all classes of shares to be held upon the consummation of the offering, and provide the total aggregate ownership.

      In response to the Staff’s comment, the Company has revised its disclosure in the Registration Statement under the heading “Security Ownership of Certain Beneficial Owners and
        Management” to include a breakdown of the beneficial ownership of all classes of the Company’s shares and the percentage of total voting power represented by such shares, both prior to and after the consummation of the offering.

        *     *     *     *     *

        If you have any questions or comments concerning this letter, please feel free to contact Filana R. Silberberg, Esq. at (212) 922-2225 or Will Vogel at (212) 922-2280.

            Yours sincerely,

            Watson Farley & Williams LLP

            By:

              /s/ Filana R. Silberberg

              Filana R. Silberberg, Esq.

United States securities and exchange commission logo
May 28, 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.
Registration Statement on Form F-1
Filed May 14, 2024
File No. 333-279394
Dear Ismini Panagiotidi:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 8, 2024 letter.
Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note that each Series B Preferred Share has the voting power of 1,000 common shares
and counts for 1,000 votes for purposes of determining quorum at a meeting of
shareholders. We also note that each of the Series A Preferred Shares have a stated
amount of $1,000 per share. Please revise your disclosure here and throughout the filing,
including the cover page, to detail the dilutive effect of the Series A Preferred Shares and
the controlling impact of the Series B Preferred Shares. Please also explain in greater
detail your capital structure, and the nature of the disparate voting rights.

 FirstName LastNameIsmini Panagiotidi
 Comapany NameIcon Energy Corp.
 May 28, 2024 Page 2
 FirstName LastName
Ismini Panagiotidi
Icon Energy Corp.
May 28, 2024
Page 2
Risk Factors
Risk Relating to our Relationship with our Manager and its Affiliates, page 36
2.We note you disclose in a footnote to the beneficial ownership table that the Series B
Preferred Shares to be held by Mrs. Panagiotidi represent 99.90% of the aggregate voting
power of your total issued and outstanding share capital. Please revise your disclosure
here and throughout the filing, including the cover page, to include this information.
3.Please expand your disclosure to detail the risks that the Company's multi-class structure
may have on the shareholders, including, if true, that the structure may render its shares
ineligible for inclusion in certain stock market indices, thus adversely affecting share price
and liquidity.
4.Please expand your disclosure to note that future issuances of high-vote shares may be
dilutive to low-vote shareholders.
Security Ownership of Certain Beneficial Owners and Management, page 79
5.Please revise your ownership table to include all classes of shares to be held upon the
consummation of the offering, and provide the total aggregate ownership.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 Daniel Morris at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Filana Silberberg

CORRESP
1
filename1.htm

                May 14, 2024

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Energy & Transportation

      100 F Street, N.E.

      Washington, D.C. 20549

                Attention:

                Michael Purcell

                Laura Nicholson

                Re:

                Icon Energy Corp.

                Registration Statement on Form F-1

                  CIK No. 0001995574

      Ladies and Gentlemen:

      Reference is made to the draft registration statement on Form F-1 (the “Draft Registration Statement”) of Icon Energy Corp. (the “Company”) in connection with the registration of the Company’s common shares under the Securities Act of 1933, as amended, that was confidentially submitted to the U.S. Securities and Exchange Commission (the “Commission”) for review on December 19, 2023. By letter dated January 12, 2024 (the “First Comment Letter”), the staff of the Commission (the “Staff”) provided the Company with its comments to the Draft Registration Statement. The first amended draft registration statement on Form F-1 (the “First Amended Draft Registration Statement”),

        which responded to the Staff’s comments contained in the First Comment Letter was confidentially submitted to the Commission for review on January 26, 2024. By letter dated February 8, 2024, the Staff provided the Company with its comments (the “Second Comment Letter”) to the First Amended Draft Registration Statement. The second amended draft registration statement on Form F-1 (the “Second Amended Draft Registration
          Statement)”, which responded to the Staff’s comments contained in the Second Comment Letter was confidentially submitted to the Commission for review on April 1, 2024. By letter dated April 10, 2024, the Staff provided the Company with its
        comments (the “Third Comment Letter”) to the Second Amended Draft Registration Statement. The Company confidentially submitted to the Commission for review a letter dated April 23, 2024, which responded to
        Comment No. 2 of the Third Comment Letter and provided the Staff with the related changes the Company proposed to make to its Second Amended Draft Registration Statement (the “Proposed Changes”). By letter
        dated May 8, 2024, the Staff provided the Company with its comments to the Proposed Changes (the “Additional Comment Letter”).

      The Company is today publicly filing with the Commission its Registration Statement on Form F-1 (the “Registration Statement”), which responds to Comment No.
        1 (the remaining comment) of the Third Comment Letter and the comment contained in the Additional Comment Letter. The Registration Statement also includes certain previously outstanding exhibits and other updates.

              Page 2

      Capitalized terms used in this letter that are not otherwise defined herein have the meanings ascribed to them in the Registration Statement. The following numbered paragraphs correspond to the
        numbered paragraphs in the Third Comment Letter and the Additional Comment Letter, respectively.

      Third Comment 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.

      In response to the Staff’s comment, the Company has included the requested disclosure regarding business combinations with interested shareholders in the Registration Statement under the heading
        “Description of Capital Stock—Anti-Takeover Effect of Certain Provisions of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws—Business Combinations with Interested Shareholders” and has revised the disclosure
        regarding the authority to call special meetings of shareholders under the heading “Description of Capital Stock—Shareholder Meetings” to be consistent with its form of amended and restated articles of incorporation.

      Additional Comment Letter

      Response letter dated April 23, 2024

      General

                1.

                We note your response to prior comment 2, including your proposed draft disclosure regarding your forum selection provision. Please revise your disclosure to state whether the provision
                  is intended to select the High Court of the Republic of the Marshall Islands as the exclusive forum for any derivative action alleging a violation of the Securities Act or Exchange Act, if permitted by law.

      The Company advises the Staff that the Registration Statement includes revised disclosure with respect to its forum selection provision that is materially consistent with the Proposed Changes.

      The Company further advises the Staff that, in response to the Staff’s comment above, the Company has included clarifying disclosure in the Registration Statement to state that, to the fullest
        extent permitted by law, the Company has selected the High Court of the Republic of the Marshall Islands as the exclusive forum for any derivative action alleging a violation of the Securities Act or Exchange Act. The foregoing clarifying
        disclosure appears in the Registration Statement under the headings “Risk Factors—Our amended and restated articles of incorporation include forum selection provisions for certain disputes between us and our shareholders, which could limit our
        shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees,” “Risk Factors—We may not achieve the intended benefits of having forum selection provisions if they are found to be
        unenforceable,” and “Description of Capital Stock—Forum Selection.”

        *     *     *     *     *

                  Page 3

        If you have any questions or comments concerning this letter, please feel free to contact Filana R. Silberberg, Esq. at (212) 922-2225 or Will Vogel at (212) 922-2280.

                Yours sincerely,

                Watson Farley & Williams LLP

                By:

                /s/ Filana R. Silberberg

                Filana R. Silberberg, Esq.

United States securities and exchange commission logo
May 8, 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.
Draft Registration Statement on Form F-1
Response dated April 23, 2024
CIK No. 0001995574
Dear Ismini Panagiotidi:
            We have reviewed your response letter to your amended draft registration statement and
have the following comment.
            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
April 10, 2024 letter.
Response letter dated April 23, 2024
General
1.We note your response to prior comment 2, including your proposed draft disclosure
regarding your forum selection provision. Please revise your disclosure to state whether
the provision is intended to select the High Court of the Republic of the Marshall Islands
as the exclusive forum for any derivative action alleging a violation of the Securities Act
or Exchange Act, if permitted by law.

 FirstName LastNameIsmini Panagiotidi
 Comapany NameIcon Energy Corp.
 May 8, 2024 Page 2
 FirstName LastName
Ismini Panagiotidi
Icon Energy Corp.
May 8, 2024
Page 2
            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

United States securities and exchange commission logo
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

United States securities and exchange commission logo
February 8, 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. 1 to Draft Registration Statement on Form F-1
Submitted January 26, 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
January 12, 2024 letter.
Amendment No.1 to Draft Registration Statement on Form F-1
Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains
significantly below its historic high, page 10
1.We note your disclosure that your Initial Vessel is currently time chartered at a floating
daily rate that is linked to the Baltic Panamax Index. We also note your disclosure
regarding volatility of the Baltic Dry Index. If material, please also provide such volatility
information regarding the Baltic Panamax Index.

 FirstName LastNameIsmini Panagiotidi
 Comapany NameIcon Energy Corp.
 February 8, 2024 Page 2
 FirstName LastName
Ismini Panagiotidi
Icon Energy Corp.
February 8, 2024
Page 2
The International Dry Bulk Industry, page 58
2.We note your response to prior comment 8, and reissue such comment in part. Please
revise to disclose the date of each of the charts provided on page 59 that you attribute to
Braemar plc.
Executive Compensation, page 76
3.Please provide updated compensation disclosure for the last full financial year. Refer to
Item 6.B of Form 20-F.
Index to the Consolidated Financial Statements, page F-1
4.We note your audited financial statements are more than twelve months old.  Please tell us
how you comply with Item 8.A.4 of Form 20-F or provide updated audited financial
statements as necessary.  Refer to Instruction 2 to Item 8.A.4 of Form 20-F.
            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

United States securities and exchange commission logo
January 12, 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.
Draft Registration Statement on Form F-1
Submitted December 19, 2023
CIK No. 0001995574
Dear Ismini Panagiotidi:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 Submitted December 19, 2023
Prospectus Summary, page 1
1.Please provide a chart detailing your corporate structure, including your subsidiaries prior
to and following the completion of the offering.
Risk Factors, page 8
2.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the

 FirstName LastNameIsmini Panagiotidi
 Comapany NameIcon Energy Corp.
 January 12, 2024 Page 2
 FirstName LastName
Ismini Panagiotidi
Icon Energy Corp.
January 12, 2024
Page 2
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Anti-takeover provisions in our amended and restated articles of incorporation and amended and
restated bylaws could make it difficult..., page 37
3.We note your disclosure in this risk factor regarding anti-takeover provisions, including
provisions that permit the removal of any director only for cause. Please revise to also
disclose in this section the vote required to remove a director. We note your related
disclosure on page 79.
Use of Proceeds, page 40
4.We note your disclosure that you intend to use the net proceeds of the offering for general
corporate purposes, which may include, among other things, funding for working capital
needs and fleet expansion. If known, please revise to provide the information required by
Item 3.C of Form 20-F with respect to the acquisition of additional vessels. If the
company has no specific plans for the proceeds, please revise to discuss the principal
reasons for the offering. Refer to Item 3.C.1 of Form 20-F.
Management's Discussion and Anlaysis of Financial Condition and Results of Operations
Overview, page 45
5.We note from your disclosures here and elsewhere in the registration statement that prior
to the closing of this offering, you will acquire all of the outstanding share capital of Maui
Shipping Co. in exchange for your Series A preferred shares and Series B preferred shares
pursuant to the Exchange Agreement.  Please revise to clearly disclose whether you intend
to consummate the Exchange Agreement at or prior to the date of the effectiveness of the
registration statement, or after the date of the effectiveness of the registration statement
but before the closing of this offering.
Results of Operations for the Nine-Month Periods Ended September 30, 2023 and 2022, page 50
6.We note you attribute the decrease in revenues for the nine-month period ended
September 30, 2023 to lower charter rates in 2023.  Please expand your disclosure to
describe the underlying factors contributing to the decreased charter rates experienced in
2023 versus 2022 and your assessment of whether this trend will have or is reasonably
likely to have a material impact on your results of operations.  Refer to SEC Release 33-
8350.  In addition, explain how your discussion of increasing BDI rates at page 55 is
consistent with the lower charter rates you experienced in 2023 or revise your disclosures
to clarify.

 FirstName LastNameIsmini Panagiotidi
 Comapany NameIcon Energy Corp.
 January 12, 2024 Page 3
 FirstName LastName
Ismini Panagiotidi
Icon Energy Corp.
January 12, 2024
Page 3
Liquidity and Capital Resources, page 52
7.Please provide a statement that in management’s opinion working capital is sufficient for
your present requirements, or if not, discuss how you propose to provide the additional
working capital needed. Refer to Item 5.B.1(a) of Form 20-F.
The International Dry Bulk Industry, page 54
8.We note your use of industry and market data in this section. Please revise to disclose
your support for these statements, including the names and dates of third party sources.
Chartering of our Fleet, page 56
9.We note your disclosure that your Initial Vessel is currently employed on a time charter.
Please disclose all material terms of such charter agreement, including termination
provisions. In addition, please file such agreement or tell us why you do not believe it is
required to be filed. Refer to Item 601(b)(10) of Regulation S-K.
Business
Property, Plants and Equipment, page 58
10.We note your disclosure that you do not own or lease any material properties other than
your Initial Vessel. Please revise your disclosure to clarify the timing of your acquisition
of the Initial Vessel.
Management, page 70
11.Please disclose how long your chief executive officer and chief financial officer have
served in such positions.
12.We note your disclosure in this section regarding your executive officers, and your
disclosure on page 71 regarding executive compensation. Given your disclosure on page
71 that as of September 30, 2023, you had no employees, and you do not anticipate having
any employees upon completion of this offering, please revise to clarify the nature of your
employment relationship with your executive officers.
13.We note your disclosure that your chief financial officer previously served as an officer of
an international shipping group and as an officer of a leading product tanker and gas
carrier management company. Please revise to identify such companies.
General
14.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.

 FirstName LastNameIsmini Panagiotidi
 Comapany NameIcon Energy Corp.
 January 12, 2024 Page 4
 FirstName LastName
Ismini Panagiotidi
Icon Energy Corp.
January 12, 2024
Page 4

            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