CISSV C3is Inc

As filed with the U.S. Securities and Exchange Commission on January 19, 2024.

Registration No. 333-                 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

C3is Inc.

(Exact name of registrant as specified in its charter)

331 Kifissias Avenue Erithrea

14561 Athens, Greece

(Address of principal executive offices)

Dr. Diamantis Andriotis

331 Kifissias Avenue, Erithrea

14561, Athens, Greece Telephone:

(011) (30) (210) 625 0001

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680

(Name, address and telephone number of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:                 

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-276430

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company.  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended, and is being filed for the sole purpose of increasing the proposed maximum aggregate offering price of the securities offered by C3is Inc. by $3,967,500. This registration statement relates to C3is Inc.’s registration statement on Form F-1 (File No. 333-276430), as amended (the “Prior Registration Statement”), declared effective by the Securities and Exchange Commission on January 18, 2024. The contents of the Prior Registration Statement are incorporated herein by reference.

The required opinions, consents and filing fee-related information are listed on an Exhibit Index attached hereto and filed herewith.

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 8. Exhibits and Financial Statement Schedules

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece on the day of January 19, 2024.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 19, 2024.

Authorized Representative

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this registration statement on Form F-1 in the City of Newark, State of Delaware, on January 19, 2024.

Exhibit 5.1

REEDER & SIMPSON, P.C.

ATTORNEYS AT LAW

January 19, 2024

C3is Inc.

331 Kifissias Avenue

Erithrea 14561

Athens, Greece

Re: C3is Inc. – Exhibit 5.1 Opinion

Ladies and Gentlemen:

We have acted as special Marshall Islands counsel to C3is Inc., a Marshall Islands corporation (the “Company”), in connection with (i) the preparation of the Company’s Registration Statement on Form F-1 (the “Initial Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “Commission”), on January 8, 2024, including the prospectus that is part of the Registration Statement (the “Prospectus”), under the U.S. Securities Act of 1933, as amended (the “Act”), (ii) a second Registration Statement on Form F-1 filed pursuant to Rule 462(b) promulgated under the Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”); and (iii) the underwriting agreement (the “Underwriting Agreement”), to be entered into by and between the Company and Aegis Capital Corp., as representative of the several underwriters listed on Schedule A thereto. The Registration Statement relates to the registration under the Act of units (the “Units”) of the Company, each unit consisting of (i) one share of common stock, par value $0.01 per share (the “Common Stock”), of the Company (collectively, the “Unit Shares”), or one pre-funded warrant to purchase one share of Common Stock at an exercise price equal to $0.01 per share (collectively, the “Unit Pre-Funded Warrants”), and (ii) one-half of a Class B-1 Warrant (“Class B-1 Warrants”) to purchase one share of Common Stock and one Class B-2 Warrant (“Class B-2 Warrants”) to purchase one share of Common Stock (collectively, the “Unit Class B Warrants”), and additional shares of Common Stock (together with the Unit Shares, the “Shares”) and/or pre-funded warrants (together with the Unit Pre-Funded Warrants, the “Pre-Funded Warrants”), and/or additional Class B-1 Warrants and additional Class B-2 Warrants (collectively, the “Additional Class B Warrants,” together with the Unit Class B Warrants and the Pre-Funded Warrants, the “Warrants,” and the Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”), which may be sold pursuant to an option granted to the underwriters by the Company to purchase additional securities.

As such counsel we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

In such examination, we have assumed (a) the legal competence or capacity of persons or entities (other than the Company) to complete the execution of documents, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinions set forth herein are true, correct and complete, and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us. As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of officers or representatives of the Company and of public officials, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.

We have assumed that the Company will, at the time of any issuance of Warrant Shares, have a sufficient number of authorized but unissued shares of Common Stock pursuant to its Articles to so issue the relevant number of Warrant Shares. We have also assumed that, at or prior to the time of the delivery of any of the Warrant Shares, there will not have occurred any change in the law or the facts affecting the validity of the Warrant Shares.

This opinion letter is limited to Marshall Islands law and is as of the date hereof.

Based on the foregoing and have regard to the legal considerations which we deem relevant we are of the opinion that:

We consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement, the discussion of this opinion in the Registration Statement, and the references to our firm in the Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Act.

Very truly yours,

/s/ Dennis J. Reeder

Dennis J. Reeder

Reeder & Simpson, P.C.

Exhibit 5.2

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

January 19, 2024

C3is Inc.

331 Kifissias Avenue

Erithrea 14561

Athens, Greece

We have acted as counsel to you in connection with your filing of (1) a Registration Statement on Form F-1 (as amended or supplemented, the “Initial Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and (2) a second Registration Statement on Form F-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”) relating to the registration of the offering by C3is Inc., a Marshall Islands corporation (the “Company”), of units (the “Units”) of the Company, each Unit consisting of (i) one share of common stock, par value $0.01 per share (the “Common Stock”) of the Company, or one pre-funded warrant to purchase one share of Common Stock at an exercise price equal to $0.01 per share (collectively, the “Unit Pre-Funded Warrants”), (ii) one half of a Class B-1 warrant to purchase one share of Common Stock (the “Class B-1 Warrants”), and (iii) one Class B-2 warrant to purchase one share of Common Stock (the “Class B-2 Warrants”, and together with the Class B-1 Warrants, the “Unit Class B Warrants”), and additional shares of Common Stock and/or pre-funded warrants (together with the Unit Pre-Funded Warrants, the “Pre-Funded Warrants”), and/or additional Class B-1 Warrants and/or Class B-2 Warrants (collectively, the “Additional Class B Warrants,” and together with the Unit Class B Warrants and Pre-Funded Warrants, the “Warrants”) which may be sold pursuant to an option granted to the underwriters by the Company to purchase additional securities. The Units and Warrants (together, the “Securities”) are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the laws of the State of New York.

For purposes of the opinions set forth below, without limiting any other exceptions or qualifications set forth herein, we have assumed that (i) the Warrants and the warrant agreements will be governed by the internal law of New York and (ii) after the issuance of any Securities offered pursuant to the Registration Statement, the total number of issued shares of Common Stock together with the total number of shares of such stock issuable upon the exercise, exchange, conversion or settlement, as the case may be, of any exercisable, exchangeable or convertible security (including without limitation any Warrant), then outstanding, will not exceed the total number of authorized shares of Common Stock available for issuance under the Company’s organizational documents as then in effect (the “Charter”).

Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, when the Securities have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Securities will constitute valid and legally binding obligations of the Company in accordance with their terms.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.2 to the 462(b) Registration Statement and to the references to our firm under the caption “Legal Matters” in the Initial Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form F-1 MEF of our report dated April 12, 2023, relating to the combined financial statements of C3is Inc. Predecessor appearing in the Registration Statement No. 333-276430 on Form F-1 of C3is Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

January 19, 2024

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form F-1 MEF of our report dated September 29, 2023, relating to the financial statements of C3is Inc. appearing in the Registration Statement No. 333-276430 on Form F-1 of C3is Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

January 19, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form F-1

(Form Type)

C3is Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities