Exhibit 99.1

INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS OF ICON ENERGY CORP.

Interim Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 (audited)	2
Unaudited Interim Consolidated Statements of (Loss)/Income for the six-month periods ended June 30, 2025 and 2024	3
Unaudited Interim Consolidated Statements of Changes in Shareholders’ Equity for the six-month periods ended June 30, 2025 and 2024	4
Unaudited Interim Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2025 and 2024	5
Notes to the Unaudited Interim Condensed Consolidated Financial Statements	6

ICON ENERGY CORP.

INTERIM CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. dollars except for share data)	Notes		June 30, 2025 (unaudited)			December 31, 2024 (audited)
Assets
Current assets
Cash and cash equivalents			$	3,789		$	946
Restricted cash		7		200			—
Trade receivables				160			—
Inventories				294			133
Prepayments and advances				202			172
Other current assets				34			39
Total current assets			$	4,679		$	1,290
Non-current assets
Vessels, net		4		53,017			26,098
Restricted cash		7		500			500
Deferred drydocking costs, net		5		472			731
Deferred issuance costs				—			176
Total non-current assets			$	53,989		$	27,505
Total assets			$	58,668		$	28,795

Liabilities and shareholders’ equity
Current liabilities
Current portion of long-term debt, net of deferred financing costs		7		2,362			2,213
Due to manager		3		631			173
Accounts payable				667			394
Deferred revenue				166			135
Accrued liabilities				557			416
Total current liabilities			$	4,383		$	3,331
Non-current liabilities
Non-current portion of long term debt, net of deferred financing costs		7		33,821			13,718
Total non-current liabilities			$	33,821		$	13,718
Total liabilities			$	38,204		$	17,049

Commitments and contingencies		6

Shareholders’ equity
Common shares: authorized 750,000,000 shares with a $0.001 par value, 2,185,230 shares issued and outstanding as of June 30, 2025 and 36,250 shares issued and outstanding as of December 31, 2024		8		2			—
Preferred Shares: authorized 250,000,000 shares with a $0.001 par value, 17,249 and 15,000 Series A Preferred Shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively, 1,500,000 Series B Preferred Shares, and nil Series C Preferred Shares issued and outstanding as of June 30, 2025 and December 31, 2024		8		2			2
Additional paid-in capital		8		24,026			11,616
(Accumulated Deficit)/Retained earnings				(3,566	)		128
Total shareholders’ equity			$	20,464		$	11,746
Total shareholders’ equity and liabilities			$	58,668		$	28,795

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

ICON ENERGY CORP.

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF (LOSS)/INCOME

			Six-month period ended
(in thousands of U.S. dollars except for share and per share data)	Notes		June 30, 2025			June 30, 2024
Revenue, net		2	$	3,547		$	2,719
Voyage expenses, net				(311	)		(112	)
Vessels operating expenses				(1,995	)		(903	)
Management fees		3		(298	)		(213	)
General and administrative expenses				(687	)		(12	)
Depreciation expense		4		(1,181	)		(339	)
Amortization of deferred drydocking costs		5		(259	)		(178	)
Operating (loss)/profit			$	(1,184	)	$	962

Interest and finance costs		7		(2,040	)		(3	)
Interest income				79			27
Loss on warrants, net		8		(537	)		—
Other (costs)/income, net				(12	)		1
Net (loss) / income			$	(3,694	)	$	987

Cumulative dividends on Series A Preferred Shares		8		(1,272	)		(75	)
Net (loss) / income attributable to common shareholders			$	(4,966	)	$	912

(Loss) / earnings per common share, basic and diluted		9	$	(3.36	)	$	182.4
Weighted average number of shares, basic and diluted		9		1,477,371			5,000

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

ICON ENERGY CORP.

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	Preferred Shares				Common Shares
(in thousands of U.S. dollars except for share data)	No. of Shares		Par Value		No. of Shares		Par Value		Additional Paid in Capital			Retained Earnings/ (Accumulated Deficit)			Total
Balance January 1, 2024		1,515,000		2		5,000		—		8,590			577			9,169
Net income for the period		—		—		—		—		—			987			987
Balance June 30, 2024		1,515,000		2		5,000		—	$	8,590		$	1,564		$	10,156

Balance January 1, 2025		1,515,000		2		36,250		—	$	11,616		$	128		$	11,746
Issuance of common shares and Placement Agent’s Warrant (Note 8)		—		—		2,148,980		2		12,563			—			12,565
Dividends paid in cash and in kind (Note 8)		—		—		—		—		(2,402	)		—			(2,402	)
Issuance of Series A Preferred Shares (Note 8)		2,249		—		—		—		2,249			—			2,249
Net loss for the period		—		—		—		—		—			(3,694	)		(3,694	)
Balance June 30, 2025		1,517,249		2		2,185,230		2	$	24,026		$	(3,566	)	$	20,464

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

ICON ENERGY CORP.

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

			Six-month period ended
(in thousands of U.S. dollars—except for share data)	Notes		June 30, 2025			June 30, 2024
Cash flows from operating activities
Net (Loss)/Income			$	(3,694	)	$	987
Adjustments to reconcile net (loss)/income to net cash (used in)/ provided by operating activities
Depreciation expense		4		1,181			339
Amortization of finance costs				46			—
Issuance costs and loss on warrants				1,830			—
Amortization of deferred drydocking costs		5		259			178

(Increase)/decrease in:
Trade receivables				(160	)		(17	)
Due from manager		3		—			(159	)
Inventories				(161	)		11
Prepayments and advances				(30	)		(2	)
Other current assets				5			13
Increase/(decrease) in:
Due to manager		3		141			(9	)
Accounts payable				(34	)		7
Deferred revenue				31			(247	)
Accrued liabilities				315			(81	)
Payments for drydocking		5		—			(63	)
Net cash (used in) / provided by operating activities			$	(271	)	$	957

Cash flows from investing activities
Vessel acquisition and improvements		4		(5,826	)		(2	)
Net cash used in investing activities			$	(5,826	)	$	(2	)

Cash flows from financing activities
Proceeds from issuance of common shares		8		11,085			—
Return of additional paid-in capital		8		(153	)		(3,000	)
Finance and issuance costs paid		7,8		(302	)		(180	)
Repayments of long-term debt		7		(1,490	)		—
Net cash provided by / (used in) financing activities			$	9,140		$	(3,180	)

Net increase/(decrease) in cash, cash equivalents and restricted cash			$	3,043		$	(2,225	)
Cash, cash equivalents and restricted cash at the beginning of the period				1,446			2,702
Cash, cash equivalents and restricted cash at the end of the period			$	4,489		$	477

Supplemental cash flow information
Cash paid for interest			$	783		$	—

Non-cash financing activities:
Finance lease liability		7	$	21,697			—
Dividend paid in kind on Series A Preferred Shares		8	$	2,249			—
Non-cash investing activities:
Vessel acquisition		4	$	21,697			—

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents			$	3,789		$	477
Restricted cash, current				200			—
Restricted cash, non-current				500			—
Total cash, cash equivalents and restricted cash			$	4,489		$	477

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

ICON ENERGY CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars—except for share and per share data)

1.	Basis of Presentation and General Information:

Icon Energy Corp. (“Icon” and together with its subsidiaries, the “Company”) was incorporated on August 30, 2023, under the laws of the Republic of the Marshall Islands and provides worldwide seaborne transportation services for dry bulk cargoes via its fleet of oceangoing vessels. Icon generates revenues by chartering its vessels to regional and international dry bulk operators, commodity traders and end users.

Fleet. As of June 30, 2025, Icon controlled and operated the following vessels:

Vessel name	Type	Built	Employment	Charter expiration
Alfa	Panamax	Japan, 2006	Index-linked time charter	October 2025 – February 2026
Bravo	Kamsarmax	Japan, 2007	Index-linked time charter	August 2025 – November 2025
Charlie	Ultramax	China, 2020	Index-linked time charter	March 2026 – June 2026

Formation of the Company. On June 11, 2024, Icon acquired all of the outstanding shares of the investment holding company Maui Shipping Co. (“Maui”) in exchange for 15,000 Series A Cumulative Convertible Perpetual Preferred Shares (the “Series A Preferred Shares”), 1,500,000 Series B Perpetual Preferred Shares (the “Series B Preferred Shares”), and 5,000 common shares of Icon. Maui was incorporated on October 27, 2022, under the laws of the Republic of Marshall Islands and, on May 3, 2023, entered into a deed of transfer of shares with the shareholders of the shipowning company Positano Marine Inc. (“Positano”), whereby all outstanding shares of Positano were transferred to Maui.

The transactions described above were treated as reorganizations of companies under common control and have been accounted for in a manner similar to the pooling of interests method, as each entity was controlled by the Company’s Chairwoman and Chief Executive Officer. Accordingly, the Company’s unaudited interim condensed consolidated financial statements have been presented by giving retroactive effect to the transactions described above, using historical carrying values of the assets and liabilities of Maui and Positano. The Company’s unaudited interim consolidated statements of (loss)/income present the results of operations for the period in which the transfers occurred as if the transfers of shares and exchange of equity interests had occurred on the date Positano was incorporated and as if Positano and Maui were consolidated subsidiaries of the Company from their date of incorporation. Results of operations and cash flows during the presented periods, comprise those of the previously separate entities consolidated. The equity accounts of the entities are combined and the difference between the consideration paid and the net assets acquired is reflected as an equity transaction and has been given retroactive effect as of the earliest period presented.

On July 15, 2024, Icon completed the initial public offering of 31,250 of its common shares, at an offering price of $160.00 per share, for gross proceeds of approximately $5,000, before deducting underwriting discounts and offering expenses. Icon’s common shares began trading on the Nasdaq Capital Market on July 12, 2024, under the symbol “ICON.”

Reverse stock split. All share and per share data presented in these unaudited interim condensed consolidated financial statements give retroactive effect to the Reverse Stock Split (please see Note 8 “Capital Structure—Reverse Stock Split”) as of the earliest period presented.

Subsidiaries. The accompanying unaudited interim condensed consolidated financial statements include the accounts of Icon and its subsidiaries:

Company	Activity	Incorporation country	Vessel name
Icon Energy Corp.	Parent	Marshall Islands	—
Maui Shipping Co.⁽¹⁾	Intermediate holding	Marshall Islands	—
Positano Marine Inc.⁽¹⁾	Shipowning	Marshall Islands	M/V Alfa
Reef Shiptrade Ltd.⁽¹⁾	Shipowning	Marshall Islands	M/V Bravo
Charlie Marine Ltd.⁽¹⁾	Bareboat charterer	Marshall Islands	M/V Charlie

⁽¹⁾	Wholly owned subsidiaries

2.	Significant Accounting Policies and Recent Accounting Pronouncements:

A discussion of the Company’s significant accounting policies and recent accounting pronouncements can be found in Note 2 “Significant Accounting Policies and Recent Accounting Pronouncements” of the Company’s consolidated financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024. There have been no material changes to these policies in the six-month period ended June 30, 2025, other than updates to reflect the passage of time and align with the financial data as of June 30, 2025, and for the six-month period then ended, as well as to include accounting policies that became significant to the Company as of June 30, 2025, and during the six-month period then ended, which are discussed below:

Segmental reporting. The Company transports dry bulk cargoes along global shipping routes through its ownership and operation of dry bulk vessels. The Company has identified its Chairwoman and Chief Executive Officer as the Chief Operations Decision Maker (“CODM”) in accordance with ASC 280 “Segment Reporting.” The CODM manages the business on a consolidated basis and uses the net (loss)/income as reported on the consolidated statement of (loss)/income to allocate resources, make operating decisions and assess performance, without discrete financial information for each charter type, customer, vessel or vessel type. Also, when the Company charters a vessel, the charterer is generally free to trade such vessel worldwide or within broad geographical limits and, therefore, the disclosure of geographical information is impracticable. Additionally, the vessels serve the same type of customers, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. As a result, the Company has identified one single reportable segment and the assets of such segment are presented under the caption “Total Assets” in the accompanying interim consolidated balance sheets. The significant expense category of the Company’s sole reportable segment is vessel operating expenses as reported on the consolidated statement of (loss)/income. The Company, based on the principles of ASC 280 “Segment Reporting,” believes that disaggregating into more than one reportable segment, would not be meaningful or informative.

Revenue, net. For the six-month periods ended June 30, 2025 and 2024, all of the Company’s revenue derived from lease contracts where the Company is the lessor. During the same periods, the Company’s major charterers that individually accounted for more than 10% of the Company’s revenue, were as follows:

	% of Company’s revenue during the six-month periods ended
Charterer	June 30, 2025	June 30, 2024
A	99%	100%

Distinguishing liabilities from equity. The Company follows the provisions of ASC 480 “Distinguishing Liabilities from Equity” to determine the classification of certain freestanding financial instruments as either equity or liability. In its assessment, the Company also identifies any embedded features and examines whether those features, other than those with de minimis value, fall under the definition of a derivative according to the provisions of ASC 815 “Derivatives and Hedging,” or whether those features affect classification or require bifurcation. Financial instruments meeting the classification of liability, are initially recognized at fair value with any excess of such fair value over the proceeds received recognized as a loss in the consolidated statements of (loss)/income. In turn, financial instruments classified as liabilities at fair value are remeasured at each balance sheet date, with any resulting (loss)/gain from changes in fair value being recorded in the consolidated statements of (loss)/income. Upon settlement, financial instruments classified as liabilities at fair value are marked to their fair value at the settlement date, the liability is settled, and shares issued are recorded in equity with appropriate allocation between par value and additional paid in capital.

Issuance costs. Issuance costs directly attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of that offering, to the extent that those securities are classified as equity. For securities classified as liabilities, issuance costs are immediately expensed. Furthermore, deferred issuance costs relating to aborted offerings are also immediately expensed. Issuance costs include underwriting, legal, accounting and advisory fees, printing, marketing and distribution costs, listing fees, transfer agent fees, regulatory compliance costs, insurance, and other incremental costs incurred in conjunction with a particular offering.

Accounting for down round features. In accordance with ASC 815 “Derivatives and Hedging” the Company defines a down round feature as a feature in a financial instrument that reduces the strike price of an issued financial instrument if the issuer sells shares of its stock for an amount less than the currently stated strike price of the issued financial instrument, or issues an equity-linked financial instrument with a strike price below the currently stated strike price of the issued financial instrument, provided that standard antidilution provisions are not considered down round features. Upon the occurrence of an event that triggers a down round feature, the Company follows the guidance of ASC 260 “Earnings Per Share” to measure the value of the effect of the down round feature. Accordingly, that effect is treated as a dividend and as a reduction of income available to common shareholders in basic earnings per share, and the value of such effect is measured as the difference between (a) the fair value of the financial instrument (without the down round feature) with a strike price corresponding to the currently stated strike price of the issued instrument (that is, before the strike price reduction) and (b) the fair value of the financial instrument (without the down round feature) with a strike price corresponding to the reduced strike price upon the down round feature being triggered.

Right of use assets under finance leases. Vessel leases, where the Company is regarded as the lessee, are classified as either operating leases or finance leases, based on an assessment of the terms of the lease. The determination of whether an arrangement is, or contains, a finance lease is based on the substance of the arrangement at the commencement date and is assessed in accordance with the criteria set in ASC 842 “Leases”. Finance leases are accounted for as acquisitions of the leased assets and the incurrence of an obligation by the lessee. According to the provisions of ASC 842 “Leases”, at the commencement date, the Company shall measure (a) the lease liability at the present value of the lease payments to be made over the lease term, using the discount rate determined on such date and (b) the right of use asset under finance lease , which shall consist of the amount of the initial measurement of the lease liability, any lease payments made to the lessor on or before the commencement date, less any lease incentives received, and any initial direct costs incurred by the lessee. The lease liability and right of use asset under finance lease are included in “Long-term debt, net of deferred finance costs” (presenting separately the current and non-current portions) and “Vessels, net,” respectively, in the accompanying interim consolidated balance sheet.

After commencement of a finance lease, the Company remeasures the lease liability by (a) increasing its carrying amount to reflect the interest implicit to the finance lease and (b) reducing its carrying amount to reflect the lease payments made during the period. The right of use asset under finance lease is amortized from the lease commencement date to the remaining useful life of the underlying asset since the Company has either the obligation or is reasonably certain to exercise its option to purchase such underlying asset. For finance leases, interest expense is determined using the effective interest method and is included in “Interest and finance costs” in the consolidated statements of (loss)/income, whereas amortization of the right of use asset under finance lease is recognized on a straight line basis over the useful life of such underlying asset and is included in “Depreciation expense” in the consolidated statements of (loss)/income. Right of use assets under finance leases s used by the Company are reviewed periodically for potential impairment in line with the Company’s policy for impairment of long-lived assets.

3.	Transactions with Related Parties:

Pavimar Shipping Co. and Pavimar S.A. (Ship management). On November 1, 2023, the Company entered into a management agreement with Pavimar Shipping Co. (“Pavimar”), a ship management company incorporated in the Republic of the Marshall Islands, with a branch office in Greece established under the provisions of Greek Law 27 of 1975. Pavimar is controlled by the Company’s Chairwoman and Chief Executive Officer. The management agreement with Pavimar became effective on January 18, 2024, and under its terms, Pavimar provides the Company with vessel commercial and technical management services including, but not limited to, securing employment, post-fixture support, handling vessel sale and purchases, arranging and supervising crew, repairs and maintenance, insurance, provisions, bunkering, day to day vessel operations, and ancillary services. Prior to January 18, 2024, similar services were provided to us by Pavimar S.A., a ship management company incorporated in the Republic of the Marshall Islands, with a branch office in Greece established under the provisions of Law 27 of 1975, also controlled by our Chairwoman and Chief Executive Officer.

In the event of termination of the management agreement for any reason other than Pavimar’s default, or if a vessel is lost, sold or otherwise disposed of, the management fee payable to Pavimar continues to be payable for a further period of three calendar months as from the termination date or, if greater than three months, for as long as the Company requires the services of Pavimar to finalize all outstanding matters. In addition, in the event of termination of the management agreement due to the Company’s default, change of control, or due to the Company tendering a termination notice for any reason other than Pavimar’s default, a termination fee of $584 per vessel shall become due and payable to Pavimar.

Pavimar shall be under no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the management services unless same is proved to have resulted from the gross negligence or willful default of Pavimar, Pavimar’s employees, agents or subcontractors, in which case Pavimar’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of $1,000 per vessel.

Total charges by Pavimar during the six-month periods ended June 30, 2025 and 2024, comprise of technical management fees of $298 and $132, respectively, commercial management commissions of $45 and $35, respectively and sale and purchase commissions of $317 and $nil, respectively. The technical management fees and the commercial management commissions are included in “management fees,” and “voyage expenses,” respectively, in the accompanying unaudited interim consolidated statements of (loss)/income. The sale and purchase commissions are included in the “Vessels, net,” in the accompanying interim consolidated balance sheets. Further, to enable Pavimar to make payments relating to vessel operating expenses on behalf of the Company, the Company makes monthly working capital advances to Pavimar. Occasional and extraordinary funding needs, including those in relation to drydockings, are covered upon request or reimbursed at cost. Under that management agreement, the outstanding balance as of June 30, 2025 and December 31, 2024, was $631 and $173, respectively. These amounts are reflected in “Due to manager” in the accompanying interim consolidated balance sheets.

Total charges by Pavimar S.A. during the six-month period ended June 30, 2024, comprise of technical management fees of $81 which includes the fees payable to Pavimar S.A. for its services up to January 18, 2024, plus the fees payable for a further period of three calendar months thereafter, in accordance with the respective management agreement, to enable Pavimar S.A. to finalize all outstanding matters. These amounts are included in “management fees” in the accompanying unaudited interim consolidated statements of (loss)/income. No services were provided by Pavimar S.A. to the Company during the six-month period ended June 30, 2025. There were no outstanding balances under that management agreement with Pavimar S.A. as of June 30, 2025, or December 31, 2024.

Pavimar Shipping Co. and Pavimar S.A. (Services agreement). Pursuant to the services agreement dated October 1, 2023, as novated from Pavimar S.A. to Pavimar on January 18, 2024, on the same terms, Pavimar provides the Company with the services of its Chief Executive Officer and Chief Financial Officer. The services agreement was amended and restated on April 1, 2024, to include the provision of the services of the Company’s corporate secretary, for an additional fee of $2 per annum, commencing on July 11, 2024. The related fees for both six-month periods ended June 30, 2025 and 2024, amounted to $7 and are included in “General and administrative expenses” in the accompanying unaudited interim consolidated statements of (loss)/income. Under that services agreement, the outstanding balance due to Pavimar as of June 30, 2025 and December 31, 2024 was $4 and $nil, respectively.

Prior to the novation to Pavimar, the services of the Company’s Chief Executive Officer and Chief Financial Officer were provided by Pavimar S.A., in exchange for a fee of $12 per annum. The related fees for the six-month periods ended June 30, 2025 and 2024, amounted to $nil and $1 respectively, and are included in “General and administrative expenses” in the accompanying unaudited interim consolidated statements of (loss)/income. There were no outstanding balances under that services agreement with Pavimar S.A. as of June 30, 2025, or December 31, 2024.

Atlantis Holding Corp. The sole holder of the Series A Preferred Shares and Series B Preferred Shares is Atlantis Holding Corp., an entity incorporated in the Republic of the Marshall Islands, controlled by the Company’s Chairwoman and Chief Executive Officer. As of June 30, 2025 and December 31, 2024, the accumulated dividends on the Series A Preferred Shares amounted to $nil and $977, respectively. For further information about Series A Preferred Shares and the Series B Preferred Shares please see Note 8 “Capital Structure” herein.

4.	Vessels, net:

The movement in “Vessels, net,” between the periods presented in the accompanying interim consolidated balance sheets is analyzed as follows:

	Vessels cost		Accumulated depreciation			Vessels, net
Balance, January 1, 2025	$	29,113	$	(3,015	)	$	26,098
Recognition of right of use asset under finance lease		28,100		—			28,100
Depreciation		—		(1,181	)		(1,181	)
Balance, June 30, 2025	$	57,213	$	(4,196	)	$	53,017

Right of use assets under finance leases. On March 21, 2025, the Company entered into a bareboat agreement with an unaffiliated third party to charter-in, with the option to eventually purchase, a 2020-built, scrubber-fitted, Eco, Ultramax, dry bulk carrier with a carrying capacity of 63,668 dwt. On June 21, 2025, the Company took delivery of the vessel and renamed it M/V Charlie. Pursuant to that agreement, Icon made two advance payments of $2,750 each, the first upon signing, and the second upon delivery. The Company is committed to pay a hire rate of $7.50 per day over the three-year bareboat charter period, and $18,000 at the end of that period, if the Company exercises its option to purchase the vessel. The Company has declared its intention to exercise such purchase option, subject to certain conditions. The Company assessed the terms of the aforementioned bareboat agreement considering the lease classification criteria under ASC 842 “Leases” and concluded that the agreement is a finance lease. Consequently, the Company has recognized a finance lease liability (please see Note 7 “Long-Term Debt”) and recorded a right of use asset under finance lease in an amount of $28,100, representing the finance lease liability, increased by the advance payments of $5,500 made to the lessor on and before the commencement date of the lease and initial direct costs of $903.

5.	Deferred Drydocking Costs, net:

The movement in “Deferred drydocking costs, net,” between the periods presented in the accompanying interim consolidated balance sheets is analyzed as follows:

	Deferred drydocking costs, net
Balance, January 1, 2025	$	731
Amortization		(259	)
Balance, June 30, 2025	$	472

6.	Commitments and Contingencies:

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements. The Company is member of a protection and indemnity association, or P&I Club that is a member of the International Group of P&I Clubs, which covers its third-party liabilities in connection with its shipping activities. Members of P&I Clubs are typically subject to possible supplemental amounts or calls, payable to the P&I Club based on its claim records as well as the claim records of all other members of the individual associations, and members of the International Group of P&I Clubs.

The Company also accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements. The Company’s protection and indemnity insurance coverage for pollution is $1,000,000 per vessel per incident.

Commitments under long-term lease contracts. The minimum contracted revenue expected to be recognized on the non-cancellable time charters of the vessels as of June 30, 2025, is estimated as follows:

Year	Amount
2025	$	4,052
2026		928
Total	$	4,980

The amount of minimum contracted revenue is estimated by reference to the contracted period and hire rate, net of charterers’ commissions but before brokerage and commercial management commissions and assuming no unforeseen off-hire days. For index-linked contracts, minimum contracted revenue is estimated by reference to the average of the relevant index during the 15 days preceding the calculation date.

7.	Long-Term Debt:

The amounts of long-term debt shown in the accompanying interim consolidated balance sheets are analyzed as follows:

	June 30, 2025			December 31, 2024
Total long-term debt
Loan agreement	$	14,800		$	16,200
Finance lease liability		21,607			—
Less: Deferred financing costs		(224	)		(269	)
Total long-term debt, net of deferred financing costs	$	36,183		$	15,931

Current portion of long-term debt
Loan agreement	$	1,300		$	2,300
Finance lease liability		1,142			—
Less: Current portion of deferred financing costs		(80	)		(87	)
Current portion of long-term debt, net of deferred financing costs	$	2,362		$	2,213

Non-current portion of long-term debt
Loan agreement	$	13,500		$	13,900
Finance lease liability		20,465			—
Less: Non-current portion of deferred financing costs		(144	)		(182	)
Non-current portion of long-term debt, net of deferred financing costs	$	33,821		$	13,718

Loan agreement. On September 16, 2024, Positano and Reef Shiptrade Ltd. (“Reef”), as joint and several borrowers, and Maui, as guarantor, entered into a new term loan facility with a leading international financial institution for up to $91,500, consisting of a committed portion of up to $16,500 and an uncommitted upsize option of up to another $75,000. On September 19, 2024, the entities borrowed the $16,500 committed portion in full, to finance part of the purchase price of the M/V Bravo and to leverage the M/V Alfa. The borrowed portion of the term loan facility is secured by, among other things, (i) a first priority mortgage on the M/V Alpha and the M/V Bravo, (ii) an assignment of their earnings and insurances, (iii) a pledge of their earnings accounts, and (iv) a pledge of the equity interests of each of the subsidiaries owning the mortgaged vessels. The term loan facility contains certain undertakings that may limit or restrict the borrower’s and the guarantor’s ability to (i) incur additional indebtedness, (ii) make any substantial change to the nature of the their business, (iii) pay dividends, (iv) sell the mortgaged vessels or change their management, and (v) effect a change of control, enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction or joint venture arrangement. It also contains certain financial covenants, requiring the borrowers to maintain (i) minimum restricted cash deposits of $250 per mortgaged vessel, (ii) reserves for upcoming vessel drydocking costs and (iii) a maximum ‘loan to mortgaged vessels value’ ratio of 65%. As of June 30, 2025, the Company was in compliance with all applicable financial covenants.

The uncommitted upsize option of up to another $75,000 may be made available to the Company under the same term loan facility, in whole or in parts, to finance future vessel acquisitions. This portion of the term loan facility remains free of interest or other fees, and the Company is not obliged to borrow it, or any part thereof. The terms of borrowing this portion, or any part thereof, will be determined at the time it is requested.

During the six-month period ended June 30, 2025, the weighted average interest rate on the borrowed portion of the term loan facility was 8.3%. The amount outstanding as of June 30, 2025, is repayable in quarterly installments, with a balloon payment due at maturity in December 2028:

Year	Amount
2025	$	900
2026		1,170
2027		2,280
2028		10,450
Total	$	14,800

Finance lease liability. The Company, after assessing the terms of the bareboat agreement for M/V Charlie (Note 4 “Vessels, net”) considering the lease classification criteria under ASC 842 “Leases,” concluded that the agreement is a finance lease. Consequently, the Company has recognized a finance lease liability, which was initially measured at $21,697, being the net present value of the lease payments to be made over the lease term, including the purchase option to acquire the vessel at the end of the lease period, discounted by the Company’s incremental borrowing rate of approximately 7.6%. As of June 30, 2025, the outstanding balance was $21,607, repayable in 36 consecutive monthly installments, including the purchase option at the end of the lease term in June 2028.

The table below provides the total amount of lease payments over the three-year bareboat period, and the option to acquire the vessel at the end of that period, on an undiscounted basis under the Company’s finance lease as of June 30, 2025:

Year	Amount
2025	$	1,380
2026		2,737
2027		2,738
2028		19,140
Total lease payments	$	25,995
Less: Discount based on incremental borrowing rate		(4,388	)
Total finance lease liability	$	21,607

The revenue generated from the right of use asset under finance lease during the six-month period ended June 30, 2025, was $82 and is included in “Revenue, net” in the accompanying unaudited interim consolidated statements of (loss)/income.

8.	Capital Structure:

Transfer of shares to Maui. Maui was incorporated on October 27, 2022, under the laws of the Republic of Marshall Islands. On May 3, 2023, Maui entered a deed of transfer of shares with the shareholders of Positano by which all outstanding shares of Positano were transferred to Maui. The transaction was accounted for as described in Note 1 “Basis of Presentation and General Information” herein.

Exchange agreement with Icon. Icon was incorporated on August 30, 2023, under the laws of the Republic of the Marshall Islands. On June 11, 2024, Icon acquired all of the outstanding shares of Maui in exchange for 15,000 Series A Preferred Shares, 1,500,000 Series B Preferred Shares, and 5,000 common shares of Icon. The transaction was accounted for as described in Note 1 “Basis of Presentation and General Information” herein. The main characteristics of the Series A Preferred Shares and the Series B Preferred Shares are as follows:

•

Series A Preferred Shares are perpetual, non-redeemable, have no maturity date and rank senior to the Company’s common shares and Series B Preferred Shares, with respect to dividend distributions and distributions upon liquidation, dissolution or winding up of the affairs of the Company, or upon sale of all or substantially all of the assets, property or business of the Company, or upon a change of control of the Company. Series A Preferred Shares have a stated amount of $1,000 each, and may, at the option of the holders but not in parts, be converted into common shares at any time commencing on July 16, 2025 and until July 15, 2032. The conversion price is equal to the lower of (i) $240.00 per common share, subject to certain anti-dilution adjustments (i.e. in the event of capital reorganization, merger, stock dividend or other distribution of the Company’s assets, stock split or combination) (the “Pre-Determined Price”) and (ii) the volume weighted average price of the Company’s common shares over the five consecutive trading day period expiring on the trading day immediately prior to the date of delivery of written notice of the conversion.

The Pre-Determined Price is also subject to adjustments, when the Company issues equity securities at prices below the Pre-Determined Price then in effect. In that event, the Pre-Determined Price shall be reduced to an amount equal to the effective price of such issuance of equity securities. Such adjustment, may have an effect incremental to maintaining the value of the conversion privilege and, therefore, constitutes a down round feature. The Company’s January 2025 offering (as discussed below), would have triggered such feature, however, the Company entered into a waiver agreement, in line with the terms outlined in the designation statement for the Series A Preferred Shares, with the sole holder of the Series A Preferred Shares, pursuant to which all potential adjustments to the Pre-Determined Price as a result of the January 2025 offering have been waived.

The holders of Series A Preferred Shares have no voting rights, subject to limited exceptions, and are entitled to receive biannual dividends, on each June 30 and December 31, payable in cash or in kind or in a combination thereof, in the Company’s option, accruing at the applicable dividend rate per annum on the stated amount per Series A Preferred Share and on any unpaid accrued dividends. In each event of non-payment or payment in kind, the dividend rate then in effect shall increase by a factor of 1.33 (“Non-payment Rate Adjustment”) or 1.30 (“PIK Rate Adjustment”), respectively, from the day of such event onwards. On the day a previous non-payment is rectified by payment in cash, the relevant Non-payment Rate Adjustment will cease to apply. If the previous non-payment is rectified by payment in kind, the Non-payment Rate Adjustment will cease to apply, and the PIK Rate Adjustment will be permanently applied instead. Partial non-payments, payments in kind or rectifications of previous non-payments, will be treated proportionally. The dividend rate on June 11, 2024, being the issuance date of the initial Series A Preferred Shares, was 9.00% and the respective dividends up to June 30, 2024 amounted to $75. The Company has not declared or paid dividends on its Series A Preferred Shares during 2024. The accumulated dividends on the Series A Preferred Shares as of December 31, 2024, amounted to $977, which is not reflected in the accompanying audited consolidated balance sheet as it had not been declared at the time. For the six month period ended June 30, 2025, the accumulated dividends on the Series A Preferred Shares amounted to $1,272 at a dividend rate of 15.92%, due to the Non-payment Rate Adjustments. Such dividends are presented in the accompanying unaudited interim consolidated statements of (loss)/income as deduction from the net (loss)/income of the relevant period to derive the net (loss)/income attributable to common shareholders. There were no unpaid dividends on the Series A Preferred Shares as of June 30, 2025, because on June 30, 2025, the Company paid in kind the cumulative dividends on its Series A Preferred Shares in the amount of $2,249, by issuing 2,249 Series A Preferred Shares. Following the payment in kind, the dividend rate will increase by replacing the Non-payment Rate Adjustments with the PIK Rate Adjustments.

Lastly, the holders of Series A Preferred Shares also have the right to participate, on an as-converted basis, in certain non-recurring dividends and distributions declared or made on common shares. Accordingly, the holders of Series A Preferred Shares did not participate on an as-converted basis or otherwise, in any of the dividends the Company has declared and paid to common shareholders.

•

Series B Preferred Shares are perpetual, non-redeemable, not convertible into common shares, have no maturity date and rank pari-passu with the Company’s common shares. 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, subject to adjustments to maintain a substantially identical voting interest in the Company following certain events. The holders of Series B Preferred Shares have no dividend or distribution rights, other than upon the Company’s liquidation, dissolution or winding up, in which event the holders of Series B Preferred Shares shall be entitled to receive a payment up to an amount equal to the par value per Series B Preferred Share. Also, if the Company declares or makes any dividend or other distribution of voting securities of a subsidiary to the holders of the Company’s common shares by way of a spin off or other similar transaction, then, in each such case, each holder of Series B Preferred Shares shall be entitled to receive preferred shares of the subsidiary whose voting securities are so distributed with at least substantially similar rights, preferences, privileges and voting powers, and limitations and restrictions as those of the Series B Preferred Shares.

Rights agreement. On July 11, 2024, the Company entered into a stockholders’ rights agreement (the “Rights Agreement”), with Computershare Trust Company, N.A., as rights agent. Pursuant to the Rights Agreement, each of the Company’s common shares includes one right that entitles, once becomes exercisable, the holder to purchase one one-thousandth of a share of Series C Participating Preferred Stock (“Series C Preferred Share”) for $1,000.00 (the “Exercise Price”) subject to specified adjustments. These rights separate from the common shares and become exercisable only if a person or group (the “Acquiring Person”) other than the Company’s Chairwoman and Chief Executive Officer or her controlled affiliates, acquires beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of the Company’s outstanding common shares, in a transaction not approved by our Board of Directors. In that situation, each holder of a right (other than the Acquiring Person, whose rights will become void and will not be exercisable) will have the right to purchase, in lieu of one one-thousandth of a Series C Preferred Share, upon payment of the Exercise Price, a number of the Company’s common shares having a then-current market value equal to twice the Exercise Price. Under its terms, the Rights Agreement will expire on July 11, 2034.

Initial public offering. On July 15, 2024, the Company completed the initial public offering of 31,250 of its common shares, at an offering price of $160.00 per share, for gross proceeds of approximately $5,000, before deducting underwriting discounts and offering expenses. Icon’s common shares began trading on the Nasdaq Capital Market on July 12, 2024, under the symbol “ICON.” Issuance costs directly attributable to the Company’s initial public offering were initially deferred and, in turn, charged against the gross proceeds of that offering.

First Representative’s Warrant. On July 15, 2024, in connection to the Company’s initial public offering, the Company issued to Maxim Group LLC, for acting as sole book-running manager, a warrant to purchase up to 2,000 common shares, in whole or in parts, at an exercise price of $176.00 per common share, subject to certain anti-dilution adjustments (i.e. in the event of capital reorganization, merger, stock dividend or other distribution of the Company’s assets, stock split or combination) (the “First Representative’s Warrant”). If at the time of exercise of the First Representative’s Warrant there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the common shares issuable upon such exercise, then the First Representative’s Warrant may only be exercised, in whole or in part, by means of a cashless exercise in which case, the holder shall be entitled to receive a number of common shares equal to the difference between the applicable spot price per common share of the Company (as determined in the First Representative’s Warrant) and the exercise price then in effect, multiplied by the number of common shares that would be issuable upon a cash exercise, divided by the applicable spot price per common share of the Company (as determined in the First Representative’s Warrant). The First Representative’s Warrant is exercisable on or after January 11, 2025, expires on July 11, 2027, and does not entitle its holder to any voting rights, dividends or other rights as a shareholder of the Company prior to its exercise. As of June 30, 2025, no First Representative’s Warrants have been exercised.

The accounting of the First Representative’s Warrant was assessed in accordance with the Company’s policy for distinguishing liabilities from equity (see Note 2 “Significant Accounting Policies and Recent Accounting Pronouncements” herein) and it was determined that classification as equity is appropriate and that no features required bifurcation. In addition, since the First Representative’s Warrant was issued to Maxim Group LLC for its services in connection with the Company’s initial public offering, the Company considered the provisions of ASC 718 “Compensation-Stock Compensation” and the cost of the First Representative’s Warrant was classified within shareholders’ equity, against the respective offering proceeds.

January 2025 offering. On January 24, 2025, the Company completed a public offering of 229,007 units, each unit consisting of one common share and one warrant (the “Class A Warrants”) to purchase common shares, at an offering price of $52.4 per unit (such numbers retroactively adjusted for the Reverse Stock Split), for gross proceeds of approximately $12,000, before deducting underwriting discounts and offering expenses. Issuance costs directly attributable to the Company’s January 2025 offering were immediately expensed, since the Class A Warrants were classified as a liability (see section “Class A Warrants” below) at an initially estimated fair value that exceeded the proceeds received. Such issuance costs, amounting to $1,293, are included in “interest and finance costs” in the accompanying unaudited interim consolidated statement of loss. The Company’s principal purpose for the offering was to obtain additional capital to fund its operations and growth, including, among other things, funding for working capital needs, debt repayments and fleet expansion.

Placement Agent’s Warrant. On January 24, 2025, in connection to the Company’s January 2025 offering, the Company issued to Maxim Group LLC, for acting as placement agent, a warrant to purchase up to 11,450 common shares, in whole or in parts, at an exercise price of $57.64 per common share, subject to certain anti-dilution adjustments (i.e. in the event of capital reorganization, merger, stock dividend or other distribution of the Company’s assets, stock split or combination) (the “Placement Agent’s Warrant”). If at the time of exercise of the Placement Agent’s Warrant there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the common shares issuable upon such exercise, then the Placement Agent’s Warrant may only be exercised, in whole or in part, by means of a cashless exercise in which case, the holder shall be entitled to receive a number of common shares equal to the difference between the applicable spot price per common share of the Company (as determined in the Placement Agent’s Warrant) and the exercise price then in effect, multiplied by the number of common shares that would be issuable upon a cash exercise, divided by the applicable spot price per common share of the Company (as determined in the Placement Agent’s Warrant). The Placement Agent’s Warrant is exercisable on or after July 24, 2025, expires on July 24, 2028, and does not entitle its holder to any voting rights, dividends or other rights as a shareholder of the Company prior to its exercise. As of June 30, 2025, no Placement Agent’s Warrants have been exercised.

The accounting of the Placement Agent’s Warrant was assessed in accordance with the Company’s policy for distinguishing liabilities from equity (see Note 2 “Significant Accounting Policies and Recent Accounting Pronouncements” herein) and it was determined that classification as equity is appropriate and that no features required bifurcation. In addition, since the Placement Agent’s Warrant was issued to Maxim Group LLC for its services in connection with the Company’s January 2025 offering, the Company considered the provisions of ASC 718 “Compensation-Stock Compensation” and the cost of the Placement Agent’s Warrant was immediately expensed similarly to the issuance costs related to the January 2025 offering, discussed above.

Class A Warrants. The Class A Warrants included in the units sold by the Company in its January 2025 offering were immediately exercisable upon issuance, subject to certain beneficial ownership limitations, and expire on January 24, 2028. The Class A Warrants also contain certain (i) provisions adjusting the exercise price and number of underlying common shares and (ii) mechanisms pursuant to which the holders can exercise each Class A Warrant for no additional cash consideration. Based on the combination of these features, the maximum number of underlying common shares ranged between 343,511 and 2,290,076. Accordingly, up to June 30, 2025, substantially all of the Class A Warrants had been exercised via such cashless mechanism and the Company issued 1,920,000 common shares. The remaining Class A Warrants can be exercised for up to 49 common shares.

The accounting of the Class A Warrants was assessed in accordance with the Company’s policy for distinguishing liabilities from equity (see Note 2 “Significant Accounting Policies and Recent Accounting Pronouncements” herein) and it was determined that the Class A Warrants cannot be considered indexed to the Company’s stock due to alternative settlement method and, therefore, they were recorded as liabilities at fair value. The excess of such fair value over the proceeds received was recognized as a loss in the unaudited interim consolidated statement of loss. Upon each settlement and reporting period end date, the Class A Warrants were remeasured to their fair value with the resulting (loss)/gain from changes in fair value being recorded in the unaudited interim consolidated statement of loss, the respective liability settled, and shares issued recorded in equity with appropriate allocation between par value and additional paid in capital. Up to June 30, 2025, substantially all of the Class A Warrants had been exercised and the Company recorded a net loss of $537, which is included in “loss on warrants, net” in the accompanying unaudited interim consolidated statement of loss. For further details about these fair value measurements please refer to Note 10 “Financial Instruments and Fair Value Disclosures.”

NASDAQ Minimum Bid Price. On March 7, 2025, the Company received a written notification from The Nasdaq Stock Market (“Nasdaq”), indicating that because the closing bid price of its common shares for 30 consecutive trading days, from January 23, 2025, to March 6, 2025, was below $1.00 per share, the Company was no longer in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). On April 1, 2025, the Company effected the Reverse Stock Split and on April 15, 2025, it received a letter from Nasdaq confirming that the Company regained compliance with the Minimum Bid Price Requirement.

Reverse stock split. On April 1, 2025, Icon effected a reverse stock split (the “Reverse Stock Split”), whereby every forty of its issued and outstanding common shares were automatically converted into one, without any change in the par value per share or the total number of common shares Icon is authorized to issue. No fractional shares were issued in connection with the Reverse Stock Split. The Reverse Stock Split did not (i) affect any common shareholder’s ownership percentage (except as a result of the cancellation of fractional shares), (ii) have any direct impact on the market capitalization of the Company, or (iii) modify any voting rights or other terms of the common shares. Immediately before the Reverse Stock Split, Icon had 87,410,311 outstanding common shares, which were reduced to 2,185,230. The Company’s shareholders approved and granted the Board the authority to implement one or more reverse stock splits within a range of split ratios, at the Company’s annual meeting of shareholders held on March 17, 2025.

Dividends paid in cash to Common Shareholders. On April 22, 2025, the Company’s Board of Directors approved a cash dividend of $0.07 per common share, or $153 in aggregate, for the fourth quarter of 2024, which was paid on May 30, 2025, to all common shareholders of record as of May 16, 2025, and is presented as reduction to additional paid in capital. On April 1, 2024, the Company approved the return of an amount of $3,000 of additional paid-in capital, which was paid on May 13, 2024. As this return of additional paid-in capital was made after December 31, 2023, but prior to the Company’s initial public offering, it has been given retroactive effect in the consolidated balance sheet as of December 31, 2023.

Dividend paid in kind to holders of Series A Preferred Shares. On June 26, 2025, the Company’s Board of Directors declared a dividend on Series A Preferred Shares in the amount of $2,249, which was paid in kind, by issuing 2,249 Series A Preferred Shares on June 30, 2025, and is presented as reduction to additional paid in capital. No cash dividends were distributed to the holders of the Company’s Series A Preferred Shares during the six-month periods ended June 30, 2025, and 2024.

9.	Earnings/(Loss) per common share:

All common shares issued have equal rights and participate in dividends. Profit or loss attributable to common shareholders is adjusted by the contractual amount of dividends on Series A Preferred Shares. Diluted (loss)/earnings per common share, if applicable, reflect the potential dilution that could occur if potentially dilutive instruments were exercised, resulting in the issuance of additional shares that would then share in the Company’s net (loss)/income.

	Six-month periods ended
	June 30, 2025			June 30, 2024
Net (loss) / income	$	(3,694	)	$	987
Dividends on Series A Preferred Shares		(1,272	)		(75	)
Net (loss) / income attributable to common shareholders	$	(4,966	)	$	912
Divided by: Weighted average number of common shares, basic and diluted		1,477,371			5,000
(Loss)/Earnings per common share, basic and diluted	$	(3.36	)	$	$182.40

Securities that could potentially dilute basic earnings per common share in the future that were not included in the above computation of diluted earnings per common share, because to do so would have anti-dilutive effect, are (i) the First Representative’s Warrant, (ii) the Placement Agent’s Warrant, (iii) the Class A Warrants and (iv) the Series A Preferred Shares (see Note 8 “Capital Structure” herein).

10.	Financial Instruments and Fair Value Disclosures:

Credit risk. Financial instruments which potentially subject the Company to significant concentrations of credit risk, consist principally of trade receivables, amounts due from the manager, and cash and cash equivalents. The Company limits its credit risk by performing ongoing credit evaluations of its counterparties’ financial condition and by collecting its trade receivables mainly in advance. The Company generally does not require collateral for its trade receivables, but when considered necessary it may pursue additional securities and guarantees from its customers. Also, the Company places its cash and cash equivalents with established financial institutions and performs periodic evaluations of the relative credit standing of those financial institutions.

Fair value. The carrying values of the Company’s trade receivables, amounts due from/to the manager, accounts payable, and accrued liabilities, approximate their respective fair values due to the short-term nature of these financial instruments. Cash, cash equivalents and restricted cash are considered as Level 1 items in accordance with the fair value hierarchy. The recorded value of the Company’s long-term debt is a reasonable estimate of its fair value as it bears interest at a variable rate based on SOFR, which is observable at commonly quoted intervals for the full term of the long-term debt. Therefore, long-term debt is considered as a Level 2 item in accordance with the fair value hierarchy.

Estimating fair values of liability classified financial instruments requires the development of estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common shares. In estimating the fair value of the Class A Warrants, the Company considered their features, including their immediate exercisability, the holders’ cashless exercise option and the maximum underlying common shares, and determined it is appropriate to value them through Level 1 inputs, namely the quoted closing market price of the Company’s common shares on each measurement date. Accordingly, the Company initially recognized the Class A Warrants at an estimated fair value of $46,269. The excess of such fair value over the proceeds received, amounting to $34,278, was recognized as a loss in the unaudited interim consolidated statement of loss. Substantially all of the Class A Warrants were exercised between February 11, 2025, and March 27, 2025, and from the non-recurring fair value measurements during that period, the Company recorded (i) a gain on settlement of $3,945 and (ii) a net gain from changes in fair value of $29,796. The gain from the recurring measurement of the fair value of the outstanding Class A Warrants as of March 31, 2025, and June 30, 2025, and the fair value of the outstanding Class A Warrants as of the same dates were both not material. The net effect of the above fair value measurements during the six-month period ended June 30, 2025, was a loss of $537.

11.

Taxes:

Marshall Islands tax considerations. Icon, Maui, Reef and Positano are incorporated under the laws of the Republic of Marshall Islands and are not subject to income taxes in the Republic of Marshall Islands.

Taxation on United States Source Income. Pursuant to §883 of the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operation of ships is generally exempt from U.S. Federal income tax on such income if the company meets the following requirements: (a) the company is organized in a foreign country that grants an equivalent exception to corporations organized in the U. S. and (b) either (i) more than 50 percent of the value of the company’s stock is owned, directly or indirectly, by individuals who are “residents” of the company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the U.S. (the “50% Ownership Test”) or (ii) the company’s stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the U.S. (the “Publicly-Traded Test”).

The jurisdictions where the Company and its subsidiaries are incorporated grant an equivalent exemption to United States corporations. The Company believes that it will satisfy the 50% Ownership Test for the 2025 and 2024 taxable year and expects to satisfy the substantiation and reporting requirements to claim the respective benefits. Therefore, the Company intends to take the position that it is exempt from U.S. federal income tax under Section 883 of the Code during the 2025 and 2024 taxable year. However, there can be no assurance that the Company will continue to satisfy the requirements of the 50% Ownership Test in future taxable years.

12.	Subsequent Events:

The Company has evaluated subsequent events through the date these unaudited interim condensed consolidated financial statements were issued and determined that there are no subsequent events that require disclosure.