UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number 001-41717
C3IS INC.
(Translation of registrant’s name into English)
331 Kifissias Avenue Erithrea 14561 Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT.
EXHIBIT INDEX
99.1 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Consolidated Financial Statements for the
Three Months Ended March 31, 2025
*****
This report on Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the Company’s Registration Statement on
Form S-8 (Reg. No. 333-273306) filed with the Securities and Exchange Commission on July 18, 2023 and Registration Statement on Form
F-3 (Reg. No. 333- 285135) filed with the Securities and Exchange Commission on February 21, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: June 25, 2025
C3IS INC.
By:
/s/ Nina Pyndiah
Name: Nina Pyndiah
Title:
Chief Financial Officer
Table of Contents
Exhibit 99.1
C3IS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of our financial condition and results of operations for the three-month period ended March 31, 2025 and
the three-month period ended March 31, 2024. Unless otherwise specified herein, references to the “Company” or “we” shall include C3is Inc.
and its subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated
financial statements and related notes included elsewhere in this report. For additional information relating to our management’s discussion
and analysis of financial condition and results of operations, please see our annual report on Form 20-F for the year ended December 31,
2024 filed with the U.S. Securities and Exchange Commission on April 28, 2025 (the “Annual Report”). This discussion contains forward-
looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in the section
entitled “Risk Factors” in our Annual Report. You should also carefully read the following discussion with “Forward-Looking Statements.”
We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to
1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references to
“dollars” and “$” in this report are to, and amounts are presented in, U.S. dollars. All share amounts reflect the (1) 1-for-100 reverse split of the
Common Stock effected by the Company at 11:59 pm, Eastern Time, on April 11, 2024, (2) 1-for-2.5 reverse split of the Common Stock
effected by the Company at 11:59 pm, Eastern Time, on December 31, 2024; and (3) 1-for-6 reverse split of the Common Stock effected by
the Company at 11:59 pm, Eastern Time, on April 3, 2025.
Overview
C3is Inc. is a ship-owning company providing international seaborne transportation services to drybulk charterers, including major
national and private industrial users, commodity producers and traders, and since the third quarter of 2023 to oil producers, refineries and
commodities traders.
As of March 31, 2025, the Company’s fleet consisted of three drybulk carriers that transport major bulks such as iron ore, coal and
grains, and minor bulks such as bauxite, phosphate and fertilizers, and one Aframax crude oil tanker that transports crude oil. The total cargo
carrying capacity of the fleet is 213,468 dwt.
Our Fleet
As of June 24 , 2025 the profile and deployment of our fleet is the following:
Name
Year
built
Country
built
Vessel Size
(dwt)
Vessel Type
Employment
Status
Daily Charter
Rate
Expiration of
Charter (1)
DRYBULK FLEET
EcoBushfire
2011 Japan
32,000
Handysize drybulk carrier Time Charter $
12,400
June 2025
Eco Angelbay
2009 Japan
32,000
Handysize drybulk carrier Time Charter $
8,750
July 2025
Eco Spitfire
2012 Japan
33,664
Handysize drybulk carrier Time Charter $
13,000
August 2025
TANKER FLEET
Afrapearl II (ex. Stealth
Berana)
2010 Korea
115,804
Aframax oil tanker
Spot
Fleet Total
213,468 dwt
(1)
Earliest date charters could expire.
As of June 24, 2025, we had our Handysize drybulk carriers under time charter employment, with one expiring in June 2025, one in July
2025, and one in August 2025. . Our tanker vessel was operating in the spot market, as market conditions and rates were favorable for spot
employment.
1
Table of Contents
Selected Financial Data
(in US Dollars except for Fleet Data)
The following tables present certain summary historical and other data of C3is Inc. The selected consolidated financial data for the three
months ended March 31, 2024, and 2025 are derived from the unaudited interim condensed consolidated financial statements of C3is Inc.
included elsewhere in this report. The selected consolidated financial data as of December 31, 2024, are derived from the
consolidated financial statements of C3is Inc. included in the annual report on Form 20-F for the year ended December 31, 2024 filed with the
U.S. Securities and Exchange Commission on April 28, 2025 (the “Annual Report”).
Statement of Comprehensive Income Data
For the three-month period ended March 31,
2024
2025
Revenues
12,792,011
8,670,664
Voyage expenses
2,671,089
2,729,019
Voyage expenses - related party
161,903
108,979
Vessel operating expenses
1,777,270
2,129,489
Vessel operating expenses - related party
33,500
32,500
Depreciation
1,382,297
1,625,471
Management fees - related party
120,120
158,400
General and administrative expenses
1,394,907
527,788
General and administrative expenses - related party
111,436
124,826
Income from operations
5,139,489
1,234,192
Interest and finance costs
(1,929)
(1,963)
Interest and finance costs - related party
(750,617)
(328,582)
Interest income
209,178
149,760
Foreign exchange loss
(179,630)
(3,327)
(Loss) / Gain on warrants
(629,871)
6,866,761
Net income
3,786,620
7,916,841
As of December 31,
As of March 31,
Balance Sheet Data
2024
2025
Cash and cash equivalents
4,640,343
15,691,873
Time deposits
7,948,706
—
Current assets
16,339,358
21,072,012
Vessels, net
84,149,805
82,524,334
Total assets
100,489,163
103,596,346
Current liabilities
18,690,874
20,821,849
Warrant liability
10,437,034
3,570,273
Total liabilities
29,127,908
24,392,122
Total stockholders’ equity
71,361,255
79,204,224
2
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For the three-month period ended March 31,
Other Financial Data
2024
2025
Net cash provided by operating activities
14,793,672
3,294,491
Net cash provided by investing activities
1,452,006
7,948,706
Net cash provided by/(used in) financing activities
11,222,612
(191,667)
For the three-month period ended March 31,
Fleet Data
2024
2025
Average number of vessels (1)
3.0
4.0
Total calendar days for fleet (2)
273
360
Total voyage days for fleet (3)
273
360
Total time charter days for fleet (4)
164
247
Total spot market days for fleet (5)
109
113
Fleet utilization (6)
100.0%
100.0%
Fleet operational utilization (7)
93.4%
91.7%
1)
Average number of vessels is the number of owned vessels that constituted our fleet for the relevant period, as measured by the sum of
the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.
2)
Total calendar days for fleet are the total days the vessels we operated were in our possession for the relevant period including off-hire
days associated with major repairs, drydockings or special or intermediate surveys.
3)
Total voyage days for fleet reflect the total days the vessels we operated were in our possession for the relevant period net of off-hire
days associated with major repairs, drydockings or special or intermediate surveys.
4)
Total charter days for fleet are the number of voyage days the vessels operated on time charters for the relevant period.
5)
Total spot market charter days for fleet are the number of voyage days the vessels operated on spot market charters for the relevant
period.
6)
Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by
dividing voyage days by fleet calendar days for the relevant period.
7)
Fleet operational utilization is the percentage of time that our vessels generated revenue, and is determined by dividing voyage days
excluding idle days by fleet calendar days for the relevant period.
Result of Operations
Three-month period ended March 31, 2025 compared to three months ended March 31, 2024
An average of 4.0 vessels were owned by the Company during the three months ended March 31, 2025, compared to 3.0 vessels for
the same period in 2024.
•
Voyage revenues for the three months ended March 31, 2025, amounted to $8.7 million, a decrease of $4.1 million compared to
revenues of $12.8 million for the three months ended March 31, 2024, primarily due to the decrease in charter rates. Total
calendar days for our fleet were 360 days for the three months ended March 31, 2025, as compared to 273 days for the same
period in 2024. Of the total calendar days in the first three months of 2025, 247 or 68.6%, were time charter days, as compared to
164 or 60.1% for the same period in 2024. Our fleet utilization was 100.0% for both periods of the three months ended March 31,
2025 and 2024, and our fleet operational utilization was 91.7% and 93.4% for the three months ended March 31, 2025 and 2024,
respectively.
•
Voyage expenses and vessels’ operating expenses for the three months ended March 31, 2025, were $2.8 million and
$2.2 million compared to $2.8 million and $1.8 million for the three months ended March 31, 2024. The increase in vessels’
operating expenses was attributed to the increase in the average number of our vessels. Voyage expenses for the three months
ended March 31, 2025 included bunker cost and port expenses of $1.5 million and $0.9 million, respectively, corresponding to
54% and 32% of total voyage expenses, since the vessel Afrapearl II operated in the spot market. Operating expenses for the
three months ended March 31, 2025 mainly included crew expenses of $1.1 million, corresponding to 50% of total operating
expenses, spares and consumables costs of $0.4 million, corresponding to 18% of total vessel operating expenses, and
maintenance expenses of $0.3 million, representing works and repairs on the vessels, corresponding to 14% of total vessel
operating expenses.
3
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•
Depreciation for the three months ended March 31, 2025 was $1.6 million, a $0.2 million increase from $1.4 million for the same
period of last year, due to the increase in the average number of our vessels.
•
Management fees for the three months ended March 31, 2025 were $0.16 million, a $0.04 million increase from $0.12 million for
the same period of last year, due to the increase in the average number of vessels.
•
General and Administrative costs for the three months ended March 31, 2025 and 2024 were $0.7 million and $1.5 million,
respectively. The decrease is mainly related to the decrease in equity offering expenses, which occurred in the three-month
period ended March 31, 2024, while no offering expenses occurred in the first quarter of 2025. These offering expenses were
allocated to warrants issued as part of the two public offerings and classified as liabilities.
•
Interest and finance costs for the three months ended March 31, 2025 were $0.3 million and mainly related to the accrued interest
expense – related party, in connection with the $14.6 million payable, representing 90% of the acquisition price of our bulk carrier,
the Eco Spitfire; this balance was completely settled in April 2025. For the three months ended March 31, 2024, we reported
$0.7 million as accrued interest expense – related party, in connection with $38.7 million payable, representing 90% of the
acquisition price of our Aframax tanker, the Afrapearl II; this balance was completely settled in July 2024.
•
Interest income for the three months ended March 31, 2025 and 2024 was $0.1 million and $0.2 million, respectively. The
decrease is mainly attributed to a lower amount of funds placed under time deposits.
•
Gain on warrants for the three months ended March 31, 2025 was $6.9 million and mainly related to the net fair value gains on
our Class B-1, Class B-2, Class C-1 and Class C-2 warrants which were issued during the first quarter of 2024 in connection with
the two public offerings and were classified as liabilities.
Cash Flows
Net cash provided by operating activities
Net cash provided by operating activities was $3.3 million for the three months ended March 31, 2025 compared to $14.8 million for the
same period in 2024. This decrease in operating cash flow of $11.5 million was mainly due to the decrease in our profitability by $4.3 million,
excluding non-cash items, as well as a result of the unfavorable changes in assets and liabilities from working capital movements between the
two periods such as trade and other receivables by $6.5 million due to less collections in 2025 as compared to 2024. Working capital is defined
as current assets minus current liabilities.
Net cash provided by investing activities
Net cash provided by investing activities was $7.9 million for the three months ended March 31, 2025 due to the maturity of bank time
deposits. Net cash provided by investing activities was $1.5 million for the three months ended March 31, 2024 due to the net increase of bank
time deposits.
Net cash provided by/ (used in) financing activities
Net cash used in financing activities was $0.2 million for the three months ended March 31, 2025 representing dividends paid on the
preferred stock. Net cash provided by financing activities for the three months ended March 31, 2024 was $11.2 million, representing
proceeds from follow-on equity offerings and exercise of warrants, partially offset by the stock issuance costs and dividends paid on the
preferred stock.
4
Table of Contents
Liquidity and Capital Resources
As of March 31, 2025, we had cash and cash equivalents of $15.7 million.
Our principal sources of funds for our liquidity needs have been cash flows from operations, as well as contribution from Imperial
Petroleum Inc. (our former “Parent Company”), and three public offerings of equity securities. Potential additional sources of funds may include
additional equity offerings and bank borrowings. We expect future equity offerings and other issuances of our common shares, preferred stock
or other securities, which may dilute our common shareholders if issued at lower prices than the price they acquired their shares, as well as
possibly bank borrowings, to be a significant component of the financing for our fleet growth plan. Our principal use of funds has been to
acquire our vessels, maintain the quality of our vessels and fund working capital requirements.
Our liquidity needs, as of March 31, 2025, primarily related to the funding of the remaining 90% of the purchase price of the acquired
handysize bulk carrier, amounted to $14.57 million, which was paid off in full in April 2025. Our liquidity needs also include expenses for
operating our vessels, any vessel improvements that may be required and general and administrative expenses.
As of March 31, 2025, we had no bank debt. We may incur indebtedness in the future to finance the growth of our fleet.
We believe that, unless there is a major and sustained downturn in market conditions applicable to our specific shipping industry
segment and subject to either the successful completion of equity offerings or the incurrence of bank debts, our internally generated cash
flows will be sufficient to fund our current operations, including working capital requirements, for at least 12 months as well as long-term,
greater than 12 months, capital requirements, taking into account any possible capital commitments and debt service requirements.
Forward-Looking Statements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements reflect our current views with
respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events
or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking
statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without
limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties.
Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we assure you that it will achieve or
accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from
those discussed in the forward-looking statements include the strength of world economies and currencies, geopolitical conditions, including
any trade disruptions resulting from tariffs and other protectionist measures imposed by the United States or other countries, general market
conditions, including changes in charter hire rates and vessel values, supply and demand for drybulk cargoes, oil and oil products, charter
counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydockings,
shipyard performance, changes in our operating expenses, including bunker prices, drydocking and insurance costs, ability to obtain financing
and comply with covenants in our financing arrangements, our ability to comply with the Nasdaq listing rules, including maintaining
compliance with the minimum bid price requirement, and remain listed on Nasdaq, potential liability from pending or future litigation or actions
taken by regulatory authorities, domestic and international political conditions, the conflict in Ukraine and related sanctions, potential disruption
of shipping routes due to accidents and political events, including the conflicts in the Middle East, Iran’s threat to close the Strait of Hormuz,
and Houthi attacks in the Red Sea and the Gulf of Aden, or acts by terrorists. Risks and uncertainties are further described in the reports we
file with the U.S. Securities and Exchange Commission.
5
Table of Contents
Index to unaudited interim condensed consolidated financial statements
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF C3IS INC.
Unaudited condensed consolidated balance sheets as of December 31, 2024 and March 31, 2025
F-2
Unaudited condensed consolidated statements of comprehensive income for the three-month periods ended March 31, 2024 and 2025 F-3
Unaudited condensed consolidated statements of stockholders’ equity for the three-month periods ended March 31, 2024 and 2025
F-4
Unaudited condensed consolidated statements of cash flows for the three-month periods ended March 31, 2024 and 2025
F-5
Notes to the unaudited interim condensed consolidated financial statements
F-6
F-1
Table of Contents
C3is Inc.
Unaudited interim condensed consolidated balance sheets
As of December 31, 2024 and March 31, 2025
(Expressed in United States Dollars, Except for share Data)
As of December 31,
2024
As of March 31,
2025
Assets
Current assets
Cash and cash equivalents
4,640,343
15,691,873
Time deposits
7,948,706
—
Trade and other receivables
2,815,442
3,096,302
Other current assets
(Note 10)
—
649,692
Inventories
(Note 4)
884,148
1,602,619
Advances and prepayments
21,951
18,630
Operating lease right-of-use assets
28,768
12,896
Total current assets
16,339,358
21,072,012
Non current assets
Vessels, net
(Note 5)
84,149,805
82,524,334
Total non current assets
84,149,805
82,524,334
Total assets
100,489,163 103,596,346
Liabilities and Stockholders’ Equity
Current liabilities
Trade accounts payable
908,342
1,849,586
Payable to related parties
(Note 3)
16,319,561
17,649,881
Accrued and other liabilities
(Note 6)
1,272,095
1,228,809
Operating lease liabilities
28,768
12,896
Deferred income
162,108
80,677
Total current liabilities
18,690,874
20,821,849
Non current liabilities
Warrant liability
(Note 8)
10,437,034
3,570,273
Total non current liabilities
10,437,034
3,570,273
Total liabilities
29,127,908
24,392,122
Commitments and contingencies
(Note 13)
Capital stock, $0.01 par value, 2,000,000,000 shares authorized at December 31, 2024
and March 31, 2025, 706,500 issued and outstanding at December 31, 2024 and
March 31, 2025, respectively (Note 8)
7,065
7,065
Preferred Stock, 200,000,000 shares authorized (Note 8)
Preferred stock, Series A, $0.01 par value, 600,000 shares issued and outstanding as of
December 31, 2024 and March 31, 2025 (Note 8)
6,000
6,000
Additional paid-in capital
71,091,138
71,666,766
Retained earnings
257,052
7,524,393
Total stockholders’ equity
71,361,255
79,204,224
Total liabilities and stockholders’ equity
100,489,163 103,596,346
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
Table of Contents
C3is Inc.
Unaudited interim condensed consolidated statements of comprehensive income
For the three-month period ended March 31, 2024 and 2025
(Expressed in United States dollars)
For the three-month period ended March 31,
2024
2025
Revenues
Revenues
(Note 10)
12,792,011
8,670,664
Total revenues
12,792,011
8,670,664
Expenses
Voyage expenses
2,671,089
2,729,019
Voyage expenses – related party
(Note 3)
161,903
108,979
Vessels’ operating expenses
1,777,270
2,129,489
Vessels’ operating expenses – related party
(Note 3)
33,500
32,500
Management fees – related party
(Note 3)
120,120
158,400
General and administrative expenses
1,394,907
527,788
General and administrative expenses – related party
(Note 3)
111,436
124,826
Depreciation
(Note 5)
1,382,297
1,625,471
Total expenses
7,652,522
7,436,472
Income from operations
5,139,489
1,234,192
Other (expenses)/income
Interest and finance costs
(1,929)
(1,963)
Interest and finance costs – related parties
(Note 3)
(750,617)
(328,582)
Interest income
209,178
149,760
Foreign exchange loss
(179,630)
(3,327)
(Loss)/gain on warrants
(Note 8)
(629,871)
6,866,761
Other (expenses)/income, net
(1,352,869)
6,682,649
Net income
3,786,620
7,916,841
Earnings per share (Note 9)
-Basic
16.61
14.89
-Diluted
16.61
0.01
Weighted average number of shares (Note 9)
-Basic
43,716
465,245
-Diluted
43,716
23,828,240
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
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C3is Inc.
Unaudited interim condensed consolidated statements of stockholders’ equity
For the three-month periods ended March 31, 2024 and 2025
(Expressed in United States Dollars, Except for Number of Shares)
Common stock
Preferred stock
Number Amount Number Amount Additional paid-in
Retained
Total
of Shares
of Shares
capital
earnings
Balance, December 31, 2023
5,829
58 600,000 6,000
47,191,872 8,345,919 55,543,849
Issuance of common stock and exercise of warrants,
net of issuance costs
124,374 1,244
—
—
6,926,089
— 6,927,333
Issuance of restricted shares and stock-based
compensation
—
—
—
—
63,464
—
63,464
Dividends declared on Series A preferred shares
($0.63 per preferred share)
—
—
—
—
—
(189,583)
(189,583)
Down round deemed dividend on Series A preferred
shares ($4.77 per preferred share)
—
—
—
—
2,862,000 (2,862,000)
—
Net income for the period ended March 31, 2024
—
—
—
—
— 3,786,620 3,786,620
Balance, March 31, 2024
130,203 1,302 600,000 6,000
57,043,425 9,080,956 66,131,683
Common stock
Preferred stock
Number Amount Number Amount Additional paid-in
Retained
Total
of Shares
of Shares
capital
earnings
Balance, December 31, 2024
706,500 7,065 600,000 6,000
71,091,138
257,052 71,361,255
Issuance of restricted shares and stock-based
compensation
—
—
—
—
113,628
—
113,628
Dividends declared on Series A preferred shares
($0.63 per preferred share)
—
—
—
—
— (187,500)
(187,500)
Down round deemed dividend on Series A preferred
shares, related party ($0.77 per preferred share)
—
—
—
—
462,000 (462,000)
—
Net income for the period ended March 31, 2025
—
—
—
—
— 7,916,841 7,916,841
Balance, March 31, 2025
706,500 7,065 600,000 6,000
71,666,766 7,524,393 79,204,224
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
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C3is Inc.
Unaudited interim condensed consolidated statements of cash flows
For the three-month period ended March 31, 2024 and 2025
(Expressed in United States Dollars)
For the three-month period ended March 31,
2024
2025
Cash flows from operating activities:
Net income for the period
3,786,620
7,916,841
Adjustments to reconcile net income to net cash provided by operating activities :
Depreciation
1,382,297
1,625,471
Share based compensation
63,464
113,628
Unrealized foreign exchange loss on time deposits
131,511
—
Unrealized loss/(gain) on warrants
629,871
(6,866,761)
Non-cash lease expense
—
15,872
Offering costs attributable to warrant liability
1,078,622
—
Changes in operating assets and liabilities:
(Increase)/decrease in
Trade and other receivables
6,207,998
(280,860)
Other current assets
33,846
(649,692)
Inventories
(223,519)
(718,471)
Advances and prepayments
25,328
3,321
Increase/(decrease) in
Trade accounts payable
463,315
941,244
Changes in operating lease liabilities
—
(15,872)
Payable to related parties
999,777
1,334,487
Accrued liabilities
251,052
(43,286)
Deferred income
(36,510)
(81,431)
Net cash provided by operating activities
14,793,672
3,294,491
Cash flows from investing activities
Increase in bank time deposits
(6,801,175)
—
Maturity of bank time deposits
8,253,181
7,948,706
Net cash provided by investing activities
1,452,006
7,948,706
Cash flows from financing activities
Proceeds from follow-on offerings
13,147,990
—
Stock issuance costs
(1,733,711)
—
Dividends paid on preferred shares
(191,667)
(191,667)
Net cash provided by/(used in) financing activities
11,222,612
(191,667)
Net increase in cash and cash equivalents
27,468,290
11,051,530
Cash and cash equivalents at beginning of period
695,288
4,640,343
Cash and cash equivalents at end of period
28,163,578
15,691,873
Supplemental Cash Flow Information
Non-cash Financing Activities
Dividends on preferred shares Series A included in payable to related parties
160,416
158,333
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-5
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C3is Inc.
Notes to the unaudited interim condensed consolidated financial statements
(Expressed in United States dollars)
1.
Basis of Presentation and General Information
C3is Inc. (“C3is”) was formed by Imperial Petroleum Inc. (“the former Parent Company”) on July 25, 2022 under the laws of the Republic
of the Marshall Islands. Initial share capital of C3is consisted of 500 common shares. Imperial Petroleum Inc. spun off its two Handysize
drybulk carriers by contributing to C3is its interest in Drybulk International Trading and Shipping Inc. and in Raw Commodities & Exports Inc.
(“Initial Fleet”), each one owning one Handysize drybulk carrier, and $5,000,000 in cash for working capital purposes. The contribution was
completed on June 20, 2023 in exchange for 2,122 newly issued common shares and 600,000 5.00% Series A Perpetual Convertible
Preferred Shares (the “Series A Preferred Shares”) in C3is. On June 21, 2023, Imperial Petroleum Inc., distributed the 2,122 common shares
in C3is to the shareholders and warrant holders of Imperial Petroleum Inc. on a pro rata basis (the “Spin off”) and retained the 600,000 Series
A Preferred Shares.
The accompanying unaudited interim condensed consolidated financial statements include the accounts of C3is and its subsidiaries,
(collectively, the “Company”). The Initial Fleet has been accounted using the historical carrying costs of its assets and liabilities from their
dates of incorporation. The unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles or U.S GAAP, for interim financial information. Accordingly, they do not include all the information
and notes required by U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements
have been prepared on the same basis and should be read in conjunction with the consolidated financial statements for the year ended
December 31, 2024 included in the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 28,
2025 (the “2024 Consolidated Financial Statements”) and, in the opinion of management, reflect all adjustments which include only normal
recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows
for the periods presented. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that might
be expected for the fiscal year ending December 31, 2025. The reporting and functional currency of the Company is the United States Dollar.
The consolidated balance sheet as of December 31, 2024, has been derived from the audited consolidated financial statements at that
date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
At March 31, 2025, the Company’s fleet was comprised of 3 Handysize drybulk carriers and 1 Aframax crude oil tanker providing
worldwide marine transportation services under long, medium or short-term charters.
The Company’s vessels are managed by Brave Maritime Corporation S.A., a company controlled by members of the family of the
Company’s Non-Executive Director and former Parent Company’s Chief Executive Officer, since June 21, 2023. Brave Maritime Corporation
S.A. is incorporated in Liberia and registered in Greece under the provisions of law 89/1967, 378/1968 and article 25 of law 27/75 as amended
by article 4 of law 2234/94. Brave Maritime Corporation S.A. is herein referred to as the “Manager”.
At March 31, 2025, the subsidiaries included in the Company’s unaudited interim condensed consolidated financial statements were:
Company
Date of
Incorporation
Name of Vessel
Owned by
Subsidiary
Dead Weight
Tonnage
(“dwt”)
Acquisition
Date
Drybulk International Trading and Shipping Inc.
04/07/2022
Eco Bushfire
32,000
21/09/2022
Raw Commodities & Exports Inc.
04/07/2022
Eco Angelbay
32,000
19/10/2022
Crude Oil Services International Inc.
06/07/2023
Afrapearl II
115,804
14/07/2023
Spitfire Dragon Transport Inc.
10/04/2024
Eco Spitfire
33,664
10/05/2024
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On April 12, 2024, on December 31, 2024, and on April 3, 2025, the Company effected a 1-for-100, a 1-for-2.5 and a
1-for-6 reverse stock splits, of its shares of common stock (collectively referred to as “RSS”), respectively. All share and per share amounts
disclosed in these unaudited interim condensed consolidated financial statements give effect to the RSS, retroactively, for all periods
presented. The par value and other terms of the Company’s shares of common stock were not affected by the reverse stock split.
2.
Significant Accounting Policies
A discussion of the Company’s significant accounting policies can be found in the 2024 Consolidated Financial Statements. There have
been no material changes to these policies or pronouncements in the three months ended March 31, 2025.
3.
Transactions with Related Parties
The Manager provides the vessels with a wide range of shipping services such as chartering, technical support and maintenance,
insurance, consulting, financial and accounting services, for a fixed daily fee of $440, as per the management agreement between the
Manager and the Company.
Based on the management agreement between the Manager and the Company, the Manager also receives a brokerage commission of
1.25% on freight, hire and demurrage per vessel. In addition, the Manager arranges for supervision onboard the vessels, when required, by
superintendent engineers and when such visits exceed a period of five days in a twelve-month period, an amount of $500 is charged for each
additional day (the “Superintendent fees”).
The Manager also acts as a sales and purchase broker for the Company in exchange for a commission fee equal to 1% of the gross sale
or purchase price of vessels or companies. The commission fees relating to vessels purchased (“Commissions – vessels purchased”) are
capitalized to the cost of the vessels as incurred, and are included in “Vessels, net” in the unaudited interim condensed consolidated balance
sheets.
The Manager also provides crew management services to the vessels. These services have been subcontracted by the Manager to an
affiliated ship-management company, Hellenic Manning Overseas Inc.. The Company pays to the Manager a fixed monthly fee of $2,500 per
vessel for these services (the “Crew management fees”) and the related expense is included in “Operating expenses – related party” in the
unaudited interim condensed consolidated statements of comprehensive income.
In addition to management services, the Company reimburses the Manager for the compensation of its executive officers (the “Executive
compensation”). Furthermore, the Company rents office space from the Manager and incurs a rental expense (the “Rental Expense”). The
related expenses are included in “General and administrative expenses – related party” in the unaudited interim condensed consolidated
statements of comprehensive income.
The current account balance with the Manager at December 31, 2024 and March 31, 2025 was a liability of $1,441,251 and $2,413,771,
respectively. The liability as at December 31, 2024 and as at March 31, 2025, mainly represents payments made by the Manager on behalf of
the Company.
On July 7, 2023, the Company entered into a memorandum of agreement with Imperial Petroleum Inc. for the acquisition of the vessel
“Afrapearl II” for an aggregate consideration of $43,000,000. The vessel was delivered to the Company on July 14, 2023. 10% of the total
consideration i.e. $4,300,000 was paid in cash, while the remaining amount of $38,700,000 was paid in July 2024 and had no stated interest.
The vessel was recorded at its fair value of $40,000,000 as determined by an independent broker and the liability was recorded at
$35,700,000 (the “Remaining Purchase Price”) on July 7, 2023. Since the payment of the remaining amount depended only on the passage of
time, this arrangement was accounted for as seller financing and the financing component amounting to $3,000,000, being the difference
between the Remaining Purchase Price and the amount of $38,700,000 that was paid in July 2024, was accounted for as interest over the life
of the liability i.e. until July 2024. The interest expense amounting to $750,617 for the three month period ended March 31, 2024, is included
in “Interest and finance costs – related party” in the unaudited interim condensed consolidated statement of comprehensive income.
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On April 10, 2024, the Company entered into a memorandum of agreement with Transamerica Logistics Inc., a company affiliated with
members of the family of the Company’s Non-Executive Chairman for the acquisition of the vessel “Eco Spitfire” for an aggregate
consideration of $16,190,000. The vessel was delivered to the Company on May 10, 2024. 10% of the total consideration i.e. $1,619,000 was
paid in cash, while the remaining amount of $14,571,000 is payable in April 2025 and has no stated interest. The vessel was recorded at its
fair value of $15,000,000 as determined by an independent broker and the liability was recorded at $13,381,000 (the “Remaining purchase
price”) on May 10, 2024. Since the payment of the remaining amount of $14,571,000 depends only on the passage of time, this arrangement
has been accounted for as seller financing and the financing component amounting to $1,190,000, being the difference between the
Remaining purchase price and the amount of $14,571,000 payable in April 2025, will be accounted for as interest over the life of the liability
i.e. until April 2025. The interest expense amounting to $328,582 for the three-month period ended March 31, 2025, is included in “Interest
and finance costs – related party” in the unaudited interim condensed consolidated statement of comprehensive income.
The current account balance with Imperial Petroleum Inc. at March 31, 2025 was a liability of $158,333 (December 31, 2024: $162,500).
The liability for both periods related to the accrued dividend payable on Series A Preferred Shares.
The current account balance with Transamerica Logistics Inc., the company affiliated with members of the family of the Company’s
Non-Executive Chairman, at March 31, 2025 was a liability of $15,077,777 (December 31, 2024: liability of $14,715,810). The liability related
to the outstanding amount for the acquisition of the vessel “Eco Spitfire” which included the remaining purchase price, accrued interest and
payables of $544,130 relating to inventory on board the vessel. This balance was fully paid in April 2025.
The amounts charged by the Company’s related parties comprised the following:
Location in unaudited interim
condensed consolidated statements
of comprehensive income
Three-month
period ended
March 31, 2024
Three-month
period ended
March 31, 2025
Management fees charged
by Brave Maritime Corp.
Management fees – related party
120,120
158,400
Brokerage commissions
charged by Brave Maritime
Corp.
Voyage expenses – related party
161,903
108,979
Superintendent fees
Vessels’ operating expenses – related party
11,000
2,500
Crew management fees
charged by Brave Maritime
Corp.
Vessels’ operating expenses – related party
22,500
30,000
Executive compensation
General and administrative expenses– related party
111,436
108,954
Rental expense
General and administrative expenses– related party
—
15,872
Interest expense
Interest and finance costs – related parties
750,617
328,582
4.
Inventories
The amounts shown in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:
December 31,
March 31,
2024
2025
Bunkers
554,165
1,295,417
Lubricants
329,983
307,202
Total
884,148
1,602,619
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5.
Vessels, Net
The amounts shown in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:
Vessel
cost
Accumulated
depreciation
Net book
value
Balance, December 31, 2024
94,990,150 (10,840,345) 84,149,805
Depreciation for the period
— (1,625,471) (1,625,471)
Balance, March 31, 2025
94,990,150 (12,465,816) 82,524,334
At March 31, 2025, the Company performed an impairment review of its vessels since the book values of three vessels were
substantially higher than their market values. As a result of the impairment review, undiscounted net operating cash flows exceeded each
vessel’s carrying value and no impairment loss was recognized for the three-month period ended March 31, 2025.
6.
Accrued and Other Liabilities
The amounts shown in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:
December 31,
2024
March 31,
2025
Vessel operating expenses
965,641
901,455
Voyage expenses
155,275
207,810
Administrative expenses
151,179
119,544
Total
1,272,095
1,228,809
7.
Fair Value of Financial Instruments and Concentration of Credit Risk
Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and
cash equivalents, time deposits, trade and other receivables, balances with related parties, trade accounts payable and accrued and other
liabilities and warrant liability. The Company limits its credit risk with respect to accounts receivable by performing ongoing credit evaluations
of its customers’ financial condition and generally does not require collateral for its trade accounts receivable.
Fair Value Disclosures: The Company has categorized assets and liabilities recorded at fair value based upon the fair value hierarchy
specified by the guidance. The levels of fair value hierarchy are as follows:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The carrying values of cash and cash equivalents, time deposits, balances with related parties, trade and other receivables, trade
accounts payable and accrued and other liabilities are reasonable estimates of their fair value due to the short-term nature of these financial
instruments. Cash and cash equivalents and time deposits are considered Level 1 items as they represent liquid assets with short-term
maturities. The fair value of the Class B1, Class B2, Class C1 and Class C2 warrant liability is measured at each reporting period end and at
each settlement date using the Black & Scholes model and is considered Level 3 item as it is derived by using significant unobservable inputs
such as historical volatility.
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8.
Stockholders’ equity
Details of the Company’s common stock and preferred stock are discussed in Note 8 of the 2024 Consolidated Financial Statements.
Common stock and warrants:
As of March 31, 2025, the exercise price and number of shares issuable upon exercise of the then outstanding Class B1, Class B2,
Class C1 and Class C2 warrants was $1.3007, based on the lowest daily VWAP for the Company’s common stock during the adjustment
period commencing five consecutive trading days immediately preceding and the five consecutive trading days following the reverse stock
split effective on December 31, 2024 (Note 1). Following the reverse stock split effective on April 3, 2025 (Note 1), the exercise price of the
Class B1, Class B2, Class C1 and Class C2 warrants was further adjusted to $3.0391, based on the lowest daily VWAP for the Company’s
common stock during an adjustment period commencing five consecutive trading days immediately preceding and the five consecutive trading
days following the reverse stock split effective on April 3, 2025, and the number of shares issuable upon exercise of the warrants were
adjusted, as presented below, pursuant to the terms of the warrants, such that the aggregate exercise price of such warrants as of their
original issuance date will remain unchanged.
Warrant
Shares to be issued upon
exercise of remaining
warrants based on the
estimated exercise price
of $1.3007 as of
March 31, 2025
Shares to be issued upon
exercise of remaining
warrants existed as of
March 31, 2025
based on the exercise
price of $3.0391
Class B1
122,628
52,511
Class B2
7,238,127
3,097,842
Class C1
29,553
12,649
Class C2
7,602,308
3,253,708
Total
14,992,616
6,416,710
As of March 31, 2025, the Company re-valued the outstanding warrants classified as liabilities. For the three months ended March 31,
2025, the Company recognized a gain of $6,866,761 (2024: loss of $629,871) resulting from the change in the fair value of the liability for the
unexercised warrants. The value of the outstanding warrants as of March 31, 2025, was $3,570,273 (December 31, 2024: $10,437,034) and
presented under ‘Warrant liability” in the unaudited interim condensed consolidated balance sheets. The Company values its warrants
classified as liabilities using Level 3 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements, as they are derived
by using significant unobservable inputs such as historical volatility. The Company uses the Black & Scholes model for the valuation of the
warrants at their issuance and at each settlement and measurement date, under the following assumptions (a) expected volatility (b) risk free
rate (c) market value of common stock of, which was the current market price as of the date of each fair value measurement.
For the valuation at March 31, 2025, the Company used a volatility of 60.96%, a risk free rate of 3.96% and a market value of common
stock of $3.9.
The following table presents the changes in the warrant liability during the period:
Balance as of December 31, 2024
10,437,034
Change in fair value of warrants
(6,866,761)
Balance as of March 31, 2025
3,570,273
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Preferred shares:
As of March 31, 2025, the conversion price of Series A Preferred shares was adjusted to $1.3007, after the RSS effective on
December 31, 2024 (Note 1) and further adjusted to $3.0391, after the RSS effective on April 3, 2025 (Note 1). Pursuant to ASC 260,
Earnings per Share, the Company recorded a deemed dividend for the down round adjustment of $462,000 which reduced income available
to common shareholders in the Company’s earnings per share calculation (Note 9).
Aggregate dividends of $0.2 million were paid on the Company’s Series A Preferred Shares during the three months ended March 31,
2025.
9.
Earnings per share
All of the Company’s shares (including non-vested restricted stock issued under the Company’s equity compensation plans) participate
equally in dividend distributions and in undistributed earnings. The Company applies the two-class method of computing earnings per share
(“EPS”) as the unvested share-based payment awards that contain rights to receive non forfeitable dividends are participating securities.
Dividends declared during the period for non-vested restricted stock as well as undistributed earnings allocated to non-vested stock are
deducted from net income for the purpose of the computation of basic earnings per share in accordance with the two-class method. The
denominator of the basic earnings per common share excludes any non-vested shares as such they are not considered outstanding until the
time-based vesting restriction has elapsed. The denominator of the basic earnings per common share includes the total shares issuable upon
the cashless exercise of the Class B1 and Class C1 warrants, as the exercise of the warrants is considered virtually certain taking into
account that the holder of such warrants may elect to exercise them for no consideration. The Company calculates basic and diluted earnings
per share as follows:
Three-Month Period Ended
March 31,
2024
Three-Month Period Ended
March 31,
2025
Basic EPS Diluted EPS
Basic EPS Diluted EPS
Numerator
Net income
3,786,620 3,786,620 7,916,841 7,916,841
Less: Cumulative dividends on Series A Perpetual Convertible Preferred Shares
(189,583)
(189,583) (187,500)
—
Less: Down round deemed dividend on Series A Perpetual Convertible Preferred
Shares (Note 8)
(2,862,000) (2,862,000) (462,000)
—
Less: Undistributed earnings allocated to non-vested shares
(8,803)
(8,803) (341,382)
(341,382)
Less: Changes in value of warrant liability
—
—
— (7,261,964)
Net income attributable to common shareholders
726,234
726,234 6,925,959
313,495
Denominator
Weighted average number of shares outstanding, basic
43,716
43,716
465,245
465,245
Unexercised warrants
—
—
— 11,708,971
Option to purchase common shares
—
—
—
121,772
Series A Perpetual Convertible Preferred Shares
—
—
— 11,532,252
Effect of dilutive shares
—
—
— 23,362,995
Weighted average number of shares outstanding, diluted
—
43,716
— 23,828,240
Earnings per share
16.61
16.61
14.89
0.01
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As of March 31, 2025, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted
EPS, because to do so would have anti-dilutive effect, are any incremental shares resulting from the non-vested restricted shares and any
incremental shares resulting from the exercise of the unexercised Class A warrants that were out-of-the money as of the reporting date,
calculated using the treasury stock method. As of March 31, 2025, the number of common shares that can potentially be issued under the
outstanding warrants are 3,177 common shares, the aggregate number of unvested restricted shares were 22,932.
As of March 31, 2024, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted
EPS, because to do so would have anti-dilutive effect, are any incremental shares resulting from the non-vested restricted shares, any
incremental shares resulting from the exercise of the unexercised Class A, B2 and C2 warrants that were out-of-the money as of the reporting
date, calculated using the treasury stock method, as well as the 11,532,252 common shares issuable upon the conversion of the outstanding
Series A Preferred Shares calculated with the “if converted” method. As of March 31, 2024, the number of common shares that can potentially
be issued under the outstanding warrants are 14,843,612 common shares and the aggregate number of unvested restricted shares were 530.
10.
Revenues
The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as
follows:
Three-month period
ended March 31, 2024
Three-month period
ended March 31, 2025
Time charter revenues
2,518,230
2,186,825
Voyage charter revenues
10,057,693
6,331,574
Other income
216,088
152,265
Total
12,792,011
8,670,664
The Company generates its revenues from time charters and voyage charters. A significant portion of the voyage hire is typically paid
upon the completion of the voyage.
The amount of revenue earned as demurrage relating to the Company’s voyage charters for the three-month period ended March 31,
2024 and 2025 was $1,649,261 and $319,976, respectively, and is included within “Voyage charter revenues” in the above table.
As of December 31, 2024 and March 31, 2025, receivables from the Company’s voyage charters amounted to $1,246,222 and
$1,674,469 , respectively.
As of December 31, 2024 and March 31, 2025, the Company recognized $nil and $649,692, respectively, of contract fulfillment costs
which mainly represent bunker expenses incurred prior to commencement of loading relating to the Company’s voyage charters. These costs
are recorded in “Other current assets” in the unaudited interim condensed consolidated balance sheets.
The Company’s time charters have a period of up to 2 months. As of March 31, 2025, the time charters under which the Company’s
vessels were employed had a remaining term of less than 2 months.
11.
Equity Compensation Plan
Details of the Company’s equity compensation plan (the “Plan”) are discussed in Note 14 of the 2024 Consolidated Financial
Statements.
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12.
Income Taxes
The Company is incorporated in the Marshall Islands where the laws do not impose tax on international shipping income. However, the
Company is subject to registration and tonnage taxes in the country in which the vessel is registered and managed from, which have been
included in vessel operating expenses in the accompanying unaudited interim condensed consolidated statements of comprehensive income.
13.
Commitments and Contingencies
From time to time the Company expects to be subject to legal proceedings and claims in the ordinary course of its business, principally
personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and
managerial resources. The Company 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.
Future minimum contractual charter revenues, gross of commissions, based on vessels committed to non-cancellable, time charter
contracts as of March 31, 2025, amount to $811,400 during the 12-month period ending March 31, 2026.
14.
Subsequent Events
Effective as of April 3, 2025, the Company effected a 1-for-6 reverse stock split of its shares of common stock (Note 1).
In April 2025, the Company paid off the remaining 90% purchase price on the Handysize drybulk carrier, amounting to $14.8 million,
using cash provided by operations, cash on hand and net proceeds from equity offerings.
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