Spin-off - C3is Inc.
Form Type: POS AM
Filing Date: 2025-04-30
Corporate Action: Spin-off
Type: Update
Accession Number: 000119312525107483
Filing Summary: C3is Inc. is filing a Post-Effective Amendment No. 3 to update its Registration Statement on Form F-1 (Reg. No. 333-272939). The Amendment integrates by reference the Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed on April 28, 2025. This pertains to the registration of up to 3,177 shares of common stock that are issuable upon the exercise of outstanding Class A Warrants, which were part of a registered public offering that closed on July 5, 2023. Following the 1-for-100 reverse stock split on April 11, 2024, and subsequent splits, the document confirms a new corporate structure post the spin-off from Imperial Petroleum, which was completed on June 21, 2023. The filings highlight the Class A Warrants' exercise conditions and implications for shareholders.
Additional details:
Address Of Principal Executive Offices: 331 Kifissias Avenue Erithrea 14561 Athens, Greece
Telephone: (011) (30) (210) 625 0001
Total Cargo Capacity: 213,468 dwt
Public Offering Date: From time to time after this Registration Statement becomes effective
Warrant Expiration Date: July 5, 2028
Warrant Exercise Price: $1,575.00
Estimated Net Proceeds: $5,003,775
Common Shares Outstanding: 783,945
Form Type: 20-F
Filing Date: 2025-04-28
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525100539
Filing Summary: C3is Inc. was incorporated under the laws of the Republic of the Marshall Islands on July 25, 2022, to function as the holding company of two subsidiaries owning drybulk carriers. In connection with a spin-off from Imperial Petroleum Inc., C3is received two drybulk carriers and $5,000,000 in cash for operational capital, in exchange for its Common Shares and Series A Convertible Preferred Stock. The spin-off was formally completed on June 21, 2023, when Imperial Petroleum distributed all of C3is's outstanding Common Shares to its shareholders and warrant holders, thus effecting the separation.
Additional details:
Number Of Outstanding Common Shares: 706500
Number Of Outstanding Series A Preferred Shares: 600000
Form Type: SCHEDULE 13D/A
Filing Date: 2025-04-15
Corporate Action: Spin-off
Type: Update
Accession Number: 000095017025054419
Filing Summary: This Amendment No. 5 to Schedule 13D updates the ownership details of C3is Inc.'s common stock by Imperial Petroleum Inc. The amendment follows significant corporate actions, particularly a 1-for-6 reverse split of common stock effective April 3, 2025, which has influenced the shareholding structure. The conversion price for the preferred stock has been adjusted to $3.0391 based on market conditions post-split. The document outlines the beneficial ownership of shares, with Harry N. Vafias owning 95,570 shares through various entities. Discussions around the Issuer include ongoing evaluations and whether to acquire, retain, or sell shares based on various market factors. Both Vafias and directors of Imperial Petroleum serve in advisory roles for the Issuer and may explore strategic corporate transactions, including the aforementioned spin-off distribution.
Additional details:
Shareholder Name: Harry N. Vafias
Beneficial Ownership: 95570
Shareholder Name: John Kostoyannis
Beneficial Ownership: 0
Shareholder Name: George Xiradakis
Beneficial Ownership: 0
Reverse Split Ratio: 1-for-6
Conversion Price: 3.0391
Common Stock Amount: 749143
Form Type: F-3
Filing Date: 2025-02-21
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525032047
Filing Summary: C3is Inc., incorporated under the laws of the Republic of the Marshall Islands, was established to hold two subsidiaries owning drybulk carriers contributed by Imperial Petroleum Inc. as part of a spin-off on June 21, 2023. This spin-off involved the distribution of all outstanding common shares of C3is to Imperial Petroleum's stockholders and warrantholders, along with a cash contribution of $5,000,000. The prospectus indicates that C3is may offer various types of securities including debt securities, warrants, rights, purchase contracts, common stock, preferred stock, units, and depositary shares with a total aggregate offering price of up to $100,000,000. The document also provides detailed terms regarding the newly offered securities and outlines the risks associated with investing. C3is's common stock trades on the Nasdaq under the symbol 'CISS.'
Additional details:
Approximate Date Of Commencement Of Proposed Sale: From time to time after the effective date of this Registration Statement
Public Floating Value: 4,948,336
Common Stock Last Reported Sale Price: 1.11
Company Principal Office Address: 331 Kifissias Avenue, Erithrea 14561 Athens, Greece
Agent For Service Name: Puglisi & Associates
Agent For Service Address: 850 Library Avenue, Suite 204 Newark, Delaware 19711
Agent For Service Phone Number: (302) 738-6680
Form Type: SCHEDULE 13D/A
Filing Date: 2025-01-14
Corporate Action: Spin-off
Type: Update
Accession Number: 000095017025005523
Filing Summary: This Amendment No. 4 updates the disclosure related to the common stock of C3is Inc. filed by Imperial Petroleum Inc. It reflects changes in the beneficial ownership of Imperial Petroleum following the reverse split of C3is's common stock on December 31, 2024. The amendment includes an adjustment to the conversion price of the Series A Convertible Preferred Stock to $1.3007, which is based on adjustments stemming from the exercise price of warrants linked to the reverse stock split. The chairman of Imperial Petroleum, Harry N. Vafias, owns 573,471 shares of the common stock of C3is Inc. The document indicates an ongoing review of investment strategy concerning C3is, including potential future acquisitions or sales of stock, in light of factors such as financial condition and market conditions. The amendment indicates that discussions may include considerations regarding extraordinary corporate transactions related to C3is Inc.
Additional details:
Common Stock Beneficially Owned: 573,471
Conversion Price Series A: 1.3007
Reverse Split Date: 2024-12-31
Total Common Stock Outstanding: 4,239,004
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