Correspondence 0001193125-23-161370 from C3is Inc. (CISS) (CIK 0001951067) (CISS)
C3is Inc. (CISS) (CIK 0001951067)
Date: June 6, 2023 · CIK: 0001951067 · Accession: 0001193125-23-161370
AI Filing Summary & Sentiment
File numbers found in text: 333-271228
Referenced dates: June 1, 2023
Letter
Goodwin Procter
The New York Times Building
620 Eighth Avenue
New York, NY 10018
June 6, 2023
Office of Energy & Transportation
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Brian McAllister, Craig Arakawa, Timothy S. Levenberg and Laura Nicholson
Re: C3is Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed May 17, 2023
File No. 333-271228
Ladies and Gentlemen,
This letter sets forth the response of C3is Inc. (the “Registrant”) to the comment letter dated June 1, 2023 of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) with respect to the Registrant’s Amendment No. 1 to Registration Statement on Form F-1 filed with the SEC on May 17, 2023 (the “Amendment No. 1”).
The Registrant has filed Amendment No. 2 to Registration Statement on Form F-1 (the “Amendment No. 2”) with the SEC today via EDGAR responding to the Staff’s comment. In order to facilitate your review, we have repeated the Staff’s comment below.
Capitalized terms used in this letter but not defined herein have the meanings given to them in the Amendment No. 2. Information provided in this letter on behalf of the Registrant has been provided to us by the Registrant.
Amendment No. 1 to Form F-1
Exhibits
1. With respect to Exhibit 5.1, please obtain and file an opinion without the assumption that there are “sufficient authorized but unissued Common Shares pursuant to its Articles.” Counsel may not assume any of the material facts underlying its opinion. For guidance, refer to Section II.B.3.a of Staff Legal Bulletin No. 19 (Corp. Fin., October 14, 2011), which is available at https://www.sec.gov/interps/legal/cfslb19.htm.
Response: The Registrant respectfully advises the Staff that it has filed a revised legal opinion as Exhibit 5.1 in response to the Staff’s comment to remove the assumption that there are “sufficient authorized but unissued Common Shares pursuant to its Articles.”
June 6, 2023
Page 2
*****
Please contact the undersigned at (212) 459-7257 or via email at FMurphy@goodwinlaw.com if you have any questions with respect to the foregoing.
Very truly yours,
Goodwin Procter LLP
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CORRESP 1 filename1.htm CORRESP Goodwin Procter The New York Times Building 620 Eighth Avenue New York, NY 10018 June 6, 2023 Office of Energy & Transportation Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Brian McAllister, Craig Arakawa, Timothy S. Levenberg and Laura Nicholson Re: C3is Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed May 17, 2023 File No. 333-271228 Ladies and Gentlemen, This letter sets forth the response of C3is Inc. (the “Registrant”) to the comment letter dated June 1, 2023 of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) with respect to the Registrant’s Amendment No. 1 to Registration Statement on Form F-1 filed with the SEC on May 17, 2023 (the “Amendment No. 1”). The Registrant has filed Amendment No. 2 to Registration Statement on Form F-1 (the “Amendment No. 2”) with the SEC today via EDGAR responding to the Staff’s comment. In order to facilitate your review, we have repeated the Staff’s comment below. Capitalized terms used in this letter but not defined herein have the meanings given to them in the Amendment No. 2. Information provided in this letter on behalf of the Registrant has been provided to us by the Registrant. Amendment No. 1 to Form F-1 Exhibits 1. With respect to Exhibit 5.1, please obtain and file an opinion without the assumption that there are “sufficient authorized but unissued Common Shares pursuant to its Articles.” Counsel may not assume any of the material facts underlying its opinion. For guidance, refer to Section II.B.3.a of Staff Legal Bulletin No. 19 (Corp. Fin., October 14, 2011), which is available at https://www.sec.gov/interps/legal/cfslb19.htm. Response: The Registrant respectfully advises the Staff that it has filed a revised legal opinion as Exhibit 5.1 in response to the Staff’s comment to remove the assumption that there are “sufficient authorized but unissued Common Shares pursuant to its Articles.” June 6, 2023 Page 2 ***** Please contact the undersigned at (212) 459-7257 or via email at FMurphy@goodwinlaw.com if you have any questions with respect to the foregoing. Very truly yours, Goodwin Procter LLP By: /s/ Finnbarr D. Murphy Finnbarr D. Murphy cc: Diamantis Andriotis, C3is Inc.