CISSV C3is Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

C3is Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

Y18284 201

(CUSIP Number)

May 16, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. Y18284 201

CUSIP No. Y18284 201

CUSIP No. Y18284 201

Item 1.  (a)  Name of Issuer

C3is Inc. (the “Issuer”)

(b)  Address of Issuer’s Principal Executive Offices

331 Kifissias Avenue

Erithrea 14561

Athens, Greece

Item 2.  (a)  Name of Person Filing

This statement is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) between (i) Pandora Consultants II SA, a British Virgin Islands company, (ii) Nikolaos Vafias, an individual of Greek citizenship, and (iii) Theano Vafias, an individual of Greek citizenship (sometimes collectively referred to as the “Reporting Persons”).

(b)  Adress of Principal Business Office or, if none, Residence

Pandora Consultants II SA:

Kingston Chambers,

P.O. BOX 173, Road Town,

Tortola, BRITISH VIRGIN ISLANDS

Nikolaos Vafias:

Menandrou Street, 12, Flat 502

1066 Nicosia, Cyprus

Theano Vafias:

Menandrou Street, 12, Flat 502

1066 Nicosia, Cyprus

(c)  Citizenship

See Item 2(a) above.

(d)  Title of Class of Securities

Common stock, par value $0.01 (“common stock”).

(e)  CUSIP Number

Y18284 201

(a) ☐ Broker or dealer registered under section 15 of the Exchange Act.

(b) ☐ Bank as defined in section 3(a)(6) of the Exchange Act.

(c) ☐ Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d) ☐ Investment company registered under section 8 of the Investment Company Act.

(e) ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g) ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act.

(j) ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).

(k) ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Not applicable.

Item 4. Ownership.

The information in Item 1 and Items 5 through 11 on the cover pages of this Schedule 13G is incorporated herein by reference.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 24, 2024

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT, dated as of the 24^th day of May, 2024, between PANDORA CONSULTANTS II SA, a British Virgin Islands company, Nikolaos Vafias and Theano Vafias (collectively, the “Joint Filers”).

WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree and represent as follows:

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first written above.