SEC Comment Letter 0000000000-23-001469 to C3is Inc. (CISS) (CIK 0001951067) (CISS)
C3is Inc. (CISS) (CIK 0001951067)
Date: Feb. 13, 2023 · CIK: 0001951067 · Accession: 0000000000-23-001469
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Letter
United States securities and exchange commission logo February 13, 2023 Diamantis Andriotis Chief Executive Officer C3is Inc. 331 Kifissias Avenue Erithrea 14561 Athens, Greece Re:C3is Inc. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted on January 25, 2023 CIK No. 0001951067 Dear Diamantis Andriotis: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment to Draft Registration Statement on Form F-1 Risk Factors Charters at attractive rates may not be available when the charters for our vessels expire, which would have an adverse impact, page 36 1.Please disclose all material terms of your time charter agreements, including any provisions regarding termination of the agreements. In addition, please file the time charter agreements as exhibits to your registration statement, or tell us why you believe that you are not required to file such agreements. Refer to Item 601(b)(10) of Regulation S-K.
FirstName LastNameDiamantis Andriotis Comapany NameC3is Inc. February 13, 2023 Page 2 FirstName LastName Diamantis Andriotis C3is Inc. February 13, 2023 Page 2 You may experience future dilution as a result of future equity offerings and other issuances, page 51 2.We note your disclosure regarding the risk of future dilution as a result of future equity offerings and other issuances of your common shares, preferred shares or other securities. Please include risk factor disclosure regarding the risk of dilution in connection with the potential conversion of the Series A Convertible Preferred Shares, if material. You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Craig Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the financial statements and related matters. Please contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Finn Murphy, Esq., of Goodwin Procter LLP
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United States securities and exchange commission logo
February 13, 2023
Diamantis Andriotis
Chief Executive Officer
C3is Inc.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
Re:C3is Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted on January 25, 2023
CIK No. 0001951067
Dear Diamantis Andriotis:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment to Draft Registration Statement on Form F-1
Risk Factors
Charters at attractive rates may not be available when the charters for our vessels expire, which
would have an adverse impact, page 36
1.Please disclose all material terms of your time charter agreements, including any
provisions regarding termination of the agreements. In addition, please file the time
charter agreements as exhibits to your registration statement, or tell us why you believe
that you are not required to file such agreements. Refer to Item 601(b)(10) of Regulation
S-K.
FirstName LastNameDiamantis Andriotis
Comapany NameC3is Inc.
February 13, 2023 Page 2
FirstName LastName
Diamantis Andriotis
C3is Inc.
February 13, 2023
Page 2
You may experience future dilution as a result of future equity offerings and other issuances,
page 51
2.We note your disclosure regarding the risk of future dilution as a result of future equity
offerings and other issuances of your common shares, preferred shares or other securities.
Please include risk factor disclosure regarding the risk of dilution in connection with the
potential conversion of the Series A Convertible Preferred Shares, if material.
You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 or Laura Nicholson, Special Counsel, at (202)
551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Finn Murphy, Esq., of Goodwin Procter LLP