SecProbe.io

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 CORRESP

 C3is Inc.
 331 Kifissias Avenue Kifissia
14561 Athens, Greece December 9, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance Office of
Energy & Transportation 100 F Street, N.E.
 Washington, D.C. 20549 Attn:  Liz Packebush and Daniel
Morris

 Re:
 C3is Inc.
 Registration Statement on Form F-1, as amended (File No. 333-290011)
 Request for Acceleration of Effective Date
 To whom it may concern: Pursuant to Rule 461
under the Securities Act of 1933, as amended, C3is Inc. (the “ Company ”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-1
(File No. 333-290011), as amended, be accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern time, on December 10, 2025, or as soon thereafter as possible.
 We request that we be notified of such effectiveness by a telephone call to Finn Murphy of Goodwin Procter LLP at (212) 459-7257 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 C3is Inc.

 By:

 /s/ Diamantis Andriotis

 Name: Diamantis Andriotis

 Title: Chief Executive Officer and
Director

 cc:   Finn Murphy, Goodwin Procter LLP

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 December 9, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, DC 20549

 RE:
 C3is Inc.   (CIK: 0001951067)
 Registration Statement No. 333-290011 on Form
 F-1 (the “Registration Statement”) Ladies and Gentlemen:
 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the
 “Securities Act” ), Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m. Eastern Time, December 10, 2025, or
as soon thereafter as practicable. Pursuant to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of
the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution. The undersigned has complied and will comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 By:

 AEGIS CAPITAL CORP.

 By:

 /s/ Robert Eide

 Name: Robert Eide

 Title: Chief Executive Officer

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 Goodwin Procter The New York Times Building
 620 Eighth Avenue New York, NY 10018
 November 3, 2025 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: Liz Packebush
and Daniel Morris

 Re:
 C3is Inc.

  
 Registration Statement on Form F-1

  
 Filed September 3, 2025

  
 File No. 333-290011
 Ladies and Gentlemen, This letter sets forth the response of
C3is Inc. (the “ Registrant ”) to the comment letter dated September 22, 2025 of the staff (the “ Staff ”) of the Division of Corporate Finance of the Securities and Exchange Commission (the
“ SEC ”) with respect to the Registrant’s Registration Statement on Form F-1 filed with the SEC on September 3, 2025 (the “ Registration Statement ”).
 The Registrant has publicly filed Amendment No. 1 to the Registration Statement on Form F-1 (“ Amendment No. 1 ”) with the SEC today
responding to the Staff’s comments. In order to facilitate your review, we have repeated the Staff’s comments below. Capitalized terms used
in this letter but not defined herein have the meanings given to them in Amendment No. 1. Information provided in this letter on behalf of the Registrant has been provided to us by the Registrant.
 Registration Statement on Form F-1 filed September 3, 2025
 General

 1.
 We note your response to prior comment one. Please revise to disclose the information contained in your
supplemental response. In addition, your revised disclosure on the cover page and in the summary and risk factor section should clarify, if true:

 •

 That the formulas disclosed apply in the case of both cash and cashless exercise of the Warrants;

 •

 That the cashless exercise option produces nearly the same net economic result for the holder as a cash
exercise; however, investors will receive fewer net Common Shares upon a cashless exercise; and,

 November 3, 2025
 Page 2

 •

 That these adjustment provisions could result in (1) the number of Common Shares issuable upon exercise of the
Class D Warrants increasing to five times the number of shares for which they were originally exercisable for at the closing of the offering, and (2) the number of Common Shares issuable upon exercise of the Class E Warrants increasing to a
number of shares equal to four times the number of Common Shares purchased by the investors as part of the Units at the closing of the offering, in each case assuming that the Adjustment Price equals such Floor Price and that the public offering
price equals the Nasdaq official closing price immediately preceding the pricing of the offering.. Response : The
Company further advises the Staff that it has revised the disclosure on the cover page, pages 9, 10, 53, 60, 61, 77, and 79 and the back cover page of Amendment No. 1 in response to the Staff’s comment.

 2.
 We note your response to prior comment one, indicating that the Warrants you are registering include a
standard cashless exercise provision. However, your outstanding Class B-1 and Class C-1 Warrants are disclosed to provide for “an alternative cashless exercise for no consideration.” The term “cashless exercise” is generally
understood to allow a warrant holder to exercise a warrant without paying cash for the exercise price and reducing the number of shares receivable by the holder by an amount equal in value to the aggregate exercise price the holding would otherwise
pay to a exercise the warrants. In cashless exercises, it is expected that the warrant holder receives fewer shares than they would if they opted to pay the exercise price in cash. With respect to the outstanding Class B-1 and Class C-1 Warrants,
please clarify whether these warrants contain standard cashless exercise provisions as generally understood.
 Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
pages 47, 57, 61, 62, 63, 65, and 67 of Amendment No. 1 in response to the Staff’s comment.

 3.
 Revise to expand your dilution disclosures in the prospectus to provide illustrative calculations to show
dilution under various scenarios, including as the price falls. Your revised disclosure should present your calculations and accompanying narrative disclosure so that investors can easily understand.
 Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 53 of Amendment No. 1 in response to the Staff’s comment. *****
 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.

  
 Nina Pyndiah, C3is Inc.

September 22, 2025
Nina Pyndiah
Chief Financial Officer
C3is Inc.
331 Kifissias Avenue
Erithrea 14561 Athens, Greece
Re:C3is Inc.
Registration Statement on Form F-1
Filed September 3, 2025
File No. 333-290011
Dear Nina Pyndiah:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 11, 2025 letter.
Registration Statement on Form F-1 filed September 3, 2025
General
We note your response to prior comment one. Please revise to disclose the
information contained in your supplemental response. In addition, your revised
disclosure on the cover page and in the summary and risk factor section should
clarify, if true:

•That the formulas disclosed apply in the case of both cash and cashless exercise of
the Warrants;
•That the cashless exercise option produces nearly the same net economic result
for the holder as a cash exercise; however, investors will receive fewer net
Common Shares upon a cashless exercise; and,1.

September 22, 2025
Page 2
•That these adjustment provisions could result in (1) the number of Common
Shares issuable upon exercise of the Class D Warrants increasing to five times the
number of shares for which they were originally exercisable for at the closing of
the offering, and (2) the number of Common Shares issuable upon exercise of the
Class E Warrants increasing to a number of shares equal to four times the number
of Common Shares purchased by the investors as part of the Units at the closing
of the offering, in each case assuming that the Adjustment Price equals such Floor
Price and that the public offering price equals the Nasdaq official closing price
immediately preceding the pricing of the offering.
2.We note your response to prior comment one, indicating that the Warrants you are
registering include a standard cashless exercise provision. However, your outstanding
Class B-1 and Class C-1 Warrants are disclosed to provide for "an alternative cashless
exercise for no consideration." The term "cashless exercise" is generally understood to
allow a warrant holder to exercise a warrant without paying cash for the exercise price
and reducing the number of shares receivable by the holder by an amount equal in
value to the aggregate exercise price the holding would otherwise pay to a exercise the
warrants. In cashless exercises, it is expected that the warrant holder receives fewer
shares than they would if they opted to pay the exercise price in cash.  With respect to
the outstanding Class B-1 and Class C-1 Warrants, please clarify whether these
warrants contain standard cashless exercise provisions as generally understood.
3.Revise to expand your dilution disclosures in the prospectus to provide illustrative
calculations to show dilution under various scenarios, including as the price falls.
Your revised disclosure should present your calculations and accompanying narrative
disclosure so that investors can easily understand.
            Please contact Liz Packebusch at 202-551-8749 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Finnbarr Murphy

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 Goodwin Procter

 The New York Times Building

620 Eighth Avenue

 New York, NY 10018

 September 3, 2025

 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: Liz Packebush
and Daniel Morris

Re:
 C3is Inc.

 
 Draft Registration Statement on Form F-1

 
 Submitted July 21, 2025

 
 CIK No. 0001951067

Ladies and Gentlemen,

 This letter sets forth the response of
C3is Inc. (the “Registrant”) to the comment letter dated August 11, 2025 of the staff (the “Staff”) of the Division of Corporate Finance of the Securities and Exchange Commission (the
“SEC”) with respect to the Registrant’s Draft Registration Statement on Form F-1 submitted to the SEC on July 21, 2025 (the “Draft Registration
Statement”).

 The Registrant has publicly filed the Registration Statement on Form F-1 (the
“Registration Statement”) with the SEC today responding to the Staff’s comments. In order to facilitate your review, we have repeated the Staff’s comments below.

Capitalized terms used in this letter but not defined herein have the meanings given to them in the Registration Statement. Information provided in this
letter on behalf of the Registrant has been provided to us by the Registrant.

 Draft Registration Statement on Form
F-1 submitted July 21, 2025

 Cover Page

1.
 We note disclosure in your description of the securities being offered that the Pre-Funded Warrants, Class D Warrants, and Class E Warrants may be exercised on a cashless basis, in which case the holder is entitled to receive the net number of Common Shares determined according to the
formula set forth in the respective instruments. Please revise to disclose the formula(s) governing the cashless exercise and clearly state whether the shares issued in a cashless exercise will be greater or less than the shares issued in a cash
exercise, including the maximum number of shares issuable. If, as a result of this feature, you do not expect to receive any cash proceeds from the exercise of the warrants, because it is highly unlikely that a warrant holder would wish to pay an
exercise price to receive one share when they could choose the cashless exercise option and pay no money to receive more than one share, please disclose same.

 September 3, 2025

Page 2

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the
Pre-Funded Warrants, Class D Warrants, and Class E Warrants (collectively, the “Warrants”) being offered do not contain a cashless exercise provision operating in the manner described in
the Staff’s comment. Rather, upon a cashless exercise of the Warrants, the holder would receive fewer Common Shares than upon a cash exercise of such Warrants, based on the number of underlying Common Shares, valued at market prices at the
time of exercise, necessary to equal the cash exercise price of the exercised Warrants pursuant to a standard net exercise formula. The net exercise option, therefore produces nearly the same net economic result for the holder as a cash exercise.
Accordingly, the Company expects that holders of the Warrants may wish to pay the cash exercise price to receive Common Shares rather than fewer net Common Shares upon a cashless exercise.

The Company respectfully advises the Staff that the number of Common Shares issuable upon exercise of the Class D Warrants and Class E Warrants, on
a cash or cashless basis, will be subject to a one-time adjustment 30 trading days after the closing of the offering, corresponding to an Adjustment Price equal to the greater of (x) the lowest single-day volume-weighted average price of the Common Shares during such 30 trading days period and (y) a Floor Price equal to 20% of the Nasdaq Market Price immediately preceding the pricing of the
offering. These adjustment provisions could result in (1) the number of Common Shares issuable upon exercise of the Class D Warrants increasing to five times the number of shares for which they were originally exercisable for at the
closing of the offering, and (2) the number of Common Shares issuable upon exercise of the Class E Warrants increasing to a number of shares equal to four times the number of Common Shares purchased by the investors as part of the Units at
the closing of the offering, in each case assuming that the Adjustment Price equals such Floor Price and that the public offering price equals the Nasdaq official closing price immediately preceding the pricing of the offering.

The Company has revised the disclosure on the cover page and pages 9 and 52 of the Registration Statement to provide the maximum number of Common Shares that
may be issued upon exercise of all the Class D Warrants and Class E Warrants based on the assumed public offering price, Nasdaq Market Price and Floor Price included therein.

Risk Factors

 Risks Related to this Offering

 You will experience immediate and substantial dilution in the net tangible book value of the shares you purchase in this offering..., page
51

2.
 We note your risk factor concerning the potential for substantial dilution from this offering. Please revise
to additionally disclose the maximum number of shares that may be issuable upon exercise of the warrants being offered.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 51 to 52 of
the Registration Statement in response to the Staff’s comment.

 September 3, 2025

Page 3

*****

 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.

 Nina
Pyndiah, C3is Inc.

August 11, 2025
Nina Pyndiah
Chief Financial Officer
C3is Inc.
331 Kifissias Avenue
Erithrea 14561 Athens, Greece
Re:C3is Inc.
Draft Registration Statement on Form F-1
Submitted July 21, 2025
CIK No. 0001951067
Dear Nina Pyndiah:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submission on EDGAR. If you do not believe a comment
applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted July 21, 2025
Cover Page
We note disclosure in your description of the securities being offered that the Pre-
Funded Warrants, Class D Warrants, and Class E Warrants may be exercised on a
cashless basis, in which case the holder is entitled to receive the net number of
Common Shares determined according to the formula set forth in the respective
instruments. Please revise to disclose the formula(s) governing the cashless exercise
and clearly state whether the shares issued in a cashless exercise will be greater or less
than the shares issued in a cash exercise, including the maximum number of shares
issuable. If, as a result of this feature, you do not expect to receive any cash proceeds
from the exercise of the warrants, because it is highly unlikely that a warrant holder 1.

August 11, 2025
Page 2
would wish to pay an exercise price to receive one share when they could choose the
cashless exercise option and pay no money to receive more than one share, please
disclose same.
Risk Factors
Risks Related to this Offering
You will experience immediate and substantial dilution in the net tangible book value of the
shares you purchase in this offering..., page 51
2.We note your risk factor concerning the potential for substantial dilution from this
offering. Please revise to additionally disclose the maximum number of shares that
may be issuable upon exercise of the warrants being offered.
            Please contact Liz Packebusch at 202-551-8749 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Finnbarr Murphy

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 C3is Inc.

331 Kifissias Avenue

 Erithrea
14561

 Athens, Greece

 March 4, 2025

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Timothy S. Levenberg

Re:
 C3is Inc.

Acceleration Request for Registration Statement on Form F-3

File No. 333-285135

Dear Mr. Levenberg,

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Act”), C3is Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement (the “Registration
Statement”) be accelerated to March 6, 2025, at 4:05 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Finn Murphy at (212) 459-7257.

If you have any questions regarding this request, please contact Finn Murphy at (212) 459-7257.

Very truly yours,

C3is Inc.

By:

 /s/ Diamantis Andriotis

Name: Diamantis Andriotis

Title: President and Chief Executive Officer

cc:
 Finn Murphy, Goodwin Procter LLP

March 3, 2025
Diamantis Andriotis
President and Chief Executive Officer
C3is Inc.
331 KIFISSIAS AVENUE
ERITHREA 14561
ATHENS, GREECE
Re:C3is Inc.
Registration Statement on Form F-3
Filed February 21, 2025
File No. 333-285135
Dear Diamantis Andriotis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Finn Murphy, Esq., of Goodwin Procter LLP

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 March 14, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
 C3is Inc.

Registration Statement on Form F-1, as amended

File No. 333-276868

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp. hereby joins C3is Inc. in requesting that the Securities and Exchange Commission take appropriate action to accelerate the effective
date of the above-referenced registration statement on Form F-1, as amended, so as to become effective on Thursday, March 14, 2024, at 4:30 PM Eastern Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as it appears to be reasonable to secure adequate distribution.

Very truly yours,

Aegis Capital Corp.

/s/ Robert J. Eide

Robert J. Eide

Chief Executive Officer

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 March 14, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
 C3is Inc.

Registration Statement on Form F-1, as amended

File No. 333-276868

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on March 11, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Wednesday, March 13, 2024, at 5:00 p.m. Eastern Time or as soon as
reasonably practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

Very truly yours,

Aegis Capital Corp.

/s/ Robert J. Eide

Robert J. Eide

Chief Executive Officer

CORRESP
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 C3is Inc.

331 Kifissias Avenue

 Erithrea
14561

 Athens, Greece

 March 14, 2024

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Michael Purcell and Daniel Morris

Re:
 C3is Inc.

Withdrawal of Acceleration Request and

Request for Acceleration of Effectiveness

Registration Statement on Form F-1, as amended (File
No. 333-276868)

 To whom it may concern:

Reference is made to the letter of C3is Inc. (the “Company”), filed as correspondence via EDGAR on March 11, 2024,
in which the Company requested the acceleration of the effective time and date of the Company’s Registration Statement on Form F-1, as amended (File
No. 333-276868) (the “Registration Statement”), to 5:00 p.m. Eastern time, on March 13, 2024. We are no longer requesting that such Registration Statement be declared
effective at this specific date and time and we hereby formally withdraw such request for acceleration.

 If you have any questions
regarding this request, please contact Finn Murphy of Goodwin Procter LLP at (212) 459-7257.

Very truly yours,

C3is Inc.

By:

/s/ Diamantis Andriotis

Name: Diamantis Andriotis

Title: Chief Executive Officer and Director

cc:
 Finn Murphy, Goodwin Procter LLP

CORRESP
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CORRESP

 C3is Inc.

331 Kifissias Avenue

 Erithrea
14561

 Athens, Greece

 March 14, 2024

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Michael Purcell and Daniel Morris

Re:
 C3is Inc.

Registration Statement on Form F-1, as amended (File
No. 333-276868)

 Request for Acceleration of Effective Date

To whom it may concern:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, C3is Inc. (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-1, as amended (File No. 333-276868), be
accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern time, on March 14, 2024, or as soon thereafter as possible.

 We
request that we be notified of such effectiveness by a telephone call to Finn Murphy of Goodwin Procter LLP at (212) 459-7257 and that such effectiveness also be confirmed in writing.

Very truly yours,

C3is Inc.

By:

/s/ Diamantis Andriotis

 Name: Diamantis Andriotis

 Title: Chief Executive Officer and Director

cc:
 Finn Murphy, Goodwin Procter LLP

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CORRESP

 C3is Inc.

331 Kifissias Avenue

 Erithrea
14561

 Athens, Greece

 March 11, 2024

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Michael Purcell and Daniel Morris

Re:

C3is Inc.

Registration Statement on Form F-1, as amended (File No. 333-276868)

Request for Acceleration of Effective Date

 To whom it may concern:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, C3is Inc. (the “Company”) hereby respectfully
requests that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-276868), as amended, be accelerated by the Securities and
Exchange Commission to 5:00 p.m. Eastern time, on March 13, 2024, or as soon thereafter as possible.

 We request that we be notified
of such effectiveness by a telephone call to Finn Murphy of Goodwin Procter LLP at (212) 459-7257 and that such effectiveness also be confirmed in writing.

Very truly yours,

C3is Inc.

By:

 /s/ Diamantis Andriotis

Name: Diamantis Andriotis

Title: Chief Executive Officer and Director

cc:

Finn Murphy, Goodwin Procter LLP

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CORRESP

 March 11, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
 C3is Inc.

Registration Statement on Form F-1, as amended

File No. 333-276868

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp. hereby joins C3is Inc. in requesting that the Securities and Exchange Commission take appropriate action to accelerate the effective
date of the above-referenced registration statement on Form F-1, as amended, so as to become effective on Wednesday, March 13, 2024, at 5:00 PM Eastern Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as it appears to be reasonable to secure adequate distribution.

Very truly yours,

Aegis Capital Corp.

 /s/ Robert J. Eide

Robert J. Eide

Chief Executive Officer

CORRESP
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CORRESP

 Goodwin Procter LLP

The New York Times Building

 620 Eighth Avenue

New York, NY 10018

 February 23, 2024

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Michael Purcell and Daniel
Morris

Re:
 C3is Inc.

 
 Registration Statement on Form F-1

 
 Filed February 5, 2024

 
 File No. 333-276868

Dear Gentlemen:

 This letter is submitted on
behalf of C3is Inc. (the “Company”), in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form F-1 filed on February 5, 2024 (the “Registration Statement”), as set forth in the Staff’s letter, dated
February 22, 2024, addressed to Dr. Diamantis Andriotis (the “Comment Letter”). The Company is concurrently publicly filing the Amendment No. 1 to the Registration Statement on Form
F-1 (the “Amendment No. 1”).

 For reference purposes, the text
of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comment from the Comment Letter. Unless otherwise indicated, page reference in the
descriptions of the Staff’s comment refer to the Registration Statement, and page reference in the response refer to the Amendment No. 1. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the
Amendment No. 1.

 Registration Statement on Form F-1

Risk Factors

 Risks Related to our Common Shares, page
52

1.
 We note your disclosure on page 54 that you received notice that you were not in compliance with Nasdaq
Listing Rule 5550(a)(2) and in order to regain compliance, would need to maintain a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive trading days prior to February 20, 2024. Please update your disclosure to
describe your discussions with Nasdaq and clarify whether you were able to satisfy the compliance minimums. If you were not, please disclose the next steps you intend to take in order to meet applicable listing requirements.

 1

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised its
disclosure on page 54 of Amendment No. 1 in response to the Staff’s comment to reflect the receipt of an additional 180-day compliance period from Nasdaq, extending until August 19, 2024.

If you should have any questions concerning the enclosed matters, please contact the undersigned at (212)
459-7257.

 Sincerely,

 Enclosures

 /s/ Finn Murphy

Finn Murphy, Esq.

cc:
 Dr. Diamantis Andriotis, C3is Inc.

 2

United States securities and exchange commission logo
February 22, 2024
Dr. Diamantis Andriotis
Chief Executive Officer
C3is Inc.
331 Kifissias Avenue Erithrea
14561 Athens, Greece
Re:C3is Inc.
Registration Statement on Form F-1
Filed February 5, 2024
File No. 333-276868
Dear Dr. Diamantis Andriotis:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Risk Factors
Risks Related to our Common Shares, page 52
1.We note your disclosure on page 54 that you received notice that you were not in
compliance with Nasdaq Listing Rule 5550(a)(2) and in order to regain compliance,
would need to maintain a minimum closing bid price of at least $1.00 per share for a
minimum of 10 consecutive trading days prior to February 20, 2024.  Please update your
disclosure to describe your discussions with Nasdaq  and clarify whether you were able to
satisfy the compliance minimums.  If you were not, please disclose the next steps you
intend to take in order to meet applicable listing requirements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDr. Diamantis Andriotis
 Comapany NameC3is Inc.
 February 22, 2024 Page 2
 FirstName LastName
Dr. Diamantis Andriotis
C3is Inc.
February 22, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Finn Murphy

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CORRESP

 C3is Inc.

331 Kifissias Avenue

 Erithrea
14561

 Athens, Greece

 January 17, 2024

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Michael Purcell

Re:
 C3is Inc.

Registration Statement on Form F-1, as amended (File
No. 333-276430)

 Request for Acceleration of Effective Date

To whom it may concern:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, C3is Inc. (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-1
(File No. 333-276430), as amended, be accelerated by the Securities and Exchange Commission to 5:00 p.m. Eastern time, on January 18, 2024, or as soon thereafter as possible.

We request that we be notified of such effectiveness by a telephone call to Finn Murphy of Goodwin Procter LLP at (212) 459-7257 and that such effectiveness also be confirmed in writing.

Very truly yours,

C3is Inc.

By:

/s/ Diamantis Andriotis

Name: Diamantis Andriotis

Title: Chief Executive Officer and Director

cc:
 Finn Murphy, Goodwin Procter LLP

CORRESP
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CORRESP

 January 17, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
 C3is Inc.

Registration Statement on Form F-1

Filed January 8, 2024

File No. 333-276430

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp. hereby joins C3is Inc. in requesting that the Securities and Exchange Commission take appropriate action to accelerate the effective
date of the above-referenced registration statement on Form F-1, as amended, so as to become effective on Thursday, January 18, 2024, at 5:00 PM Eastern Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as it appears to be reasonable to secure adequate distribution.

 Very truly yours,

 Aegis Capital Corp.

 /s/ Robert J. Eide

 Robert J. Eide

 Chief Executive Officer

United States securities and exchange commission logo
January 16, 2024
Diamantis Andriotis
Chief Executive Officer
C3is Inc.
331 Kifissias Avenue Erithrea
14561 Athens, Greece
Re:C3is Inc.
Registration Statement on Form F-1
Filed January 8, 2024
File No. 333-276430
Dear Diamantis Andriotis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Finn Murphy

CORRESP
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 June 28, 2023

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 C3is Inc.

Registration Statement on Form F-1

Filed June 26, 2023

 File No. 333-272939

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as placement agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 9:00 a.m., Washington D.C. time, on Friday, June 30, 2023, or as
soon thereafter as may be practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises
that copies of the Preliminary Prospectus dated June 26, 2023 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.

Very truly yours,

Maxim Group LLC

By:

/s/ Clifford A. Teller

 Name: Clifford A. Teller

 Title: Co-President

CORRESP
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CORRESP

 C3is Inc.

331 Kifissias Avenue

 Erithrea
14561

 Athens, Greece

 June 28, 2023

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Cheryl Brown

Daniel Morris

Re:

C3is Inc.

Registration Statement on Form F-1, as amended (File No. 333-272939)

Request for Acceleration of Effective Date

 To whom it may concern:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, C3is Inc. (the “Company”) hereby respectfully
requests that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-272939), as amended, be accelerated by the Securities and
Exchange Commission to 9:00 a.m. Eastern time, on June 30, 2023, or as soon thereafter as possible.

 We request that we be notified
of such effectiveness by a telephone call to Finn Murphy of Goodwin Procter LLP at (212) 459-7257 and that such effectiveness also be confirmed in writing.

Very truly yours,

C3is Inc.

By:

 /s/ Diamantis Andriotis

Name: Diamantis Andriotis

Title: Chief Executive Officer and Director

cc:

Finn Murphy, Goodwin Procter LLP

United States securities and exchange commission logo
June 26, 2023
Diamantis Andriotis
Chief Executive Officer
C3is Inc.
331 Kifissias Avenue
Erithrea 14561 Athens, Greece
Re:C3is Inc.
Draft Registration Statement on Form F-1
Submitted June 14, 2023
CIK No. 0001951067
Dear Diamantis Andriotis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Daniel Morris, Legal
Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Finnbarr Murphy, Esq.

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 C3is Inc.

331 Kifissias Avenue

 Erithrea
14561

 Athens, Greece

June 8, 2023

 VIA EDGAR

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.

Registration Statement on Form F-1, as amended (File No. 333-271228)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, C3is Inc. hereby requests acceleration of the effective date of the
Registration Statement on Form F-1 (File No. 333-271228), as amended, so that the Registration Statement becomes effective at 5:00 p.m., Eastern time, on
June 12, 2023, or as soon as possible thereafter.

 We request that we be notified of such effectiveness by a telephone call to Finn
Murphy of Goodwin Procter LLP at (212) 459-7257 and that such effectiveness also be confirmed in writing.

Very truly yours,

C3is Inc.

By:

/s/ Diamantis Andriotis

Name: Diamantis Andriotis

Title: Chief Executive Officer

cc:

Finn Murphy, Goodwin Procter LLP

CORRESP
1
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 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.

United States securities and exchange commission logo
June 1, 2023
Diamantis Andriotis
Chief Executive Officer
C3is Inc.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
Re:C3is Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed May 17, 2023
File No. 333-271228
Dear Diamantis Andriotis:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.
            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,

 FirstName LastNameDiamantis Andriotis
 Comapany NameC3is Inc.
 June 1, 2023 Page 2
 FirstName LastName
Diamantis Andriotis
C3is Inc.
June 1, 2023
Page 2
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

CORRESP
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 Goodwin Procter LLP

 The New York Times
Building

 620 Eighth Avenue

 New York, NY 10018

 May 17, 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.

   Registration Statement on Form F-1

   Filed April 12, 2023

   File No. 333-271228

Ladies and Gentlemen,

 This letter sets forth the response of
C3is Inc. (the “Registrant”) to the comment letter dated April 28, 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 Registration Statement on Form F-1 filed with the SEC on April 12, 2023 (the “Registration Statement”). In
order to facilitate your review, we have repeated the Staff’s comments below.

 Capitalized terms used in this letter but not defined herein have the
meanings given to them in the Registration Statement. Information provided in this letter on behalf of the Registrant has been provided to us by the Registrant. References to page numbers in the comments and the responses below are to page numbers
in the Registration statement.

 Form F-1 filed April 12, 2023

Audited Carve Out Financial Statement of C3is Inc. Successor

Notes to the Combined carve-out Financial Statements

1. Basis of Presentation, page F-7

1.
 You disclose that C3is Inc. Predecessor is affiliated with the family of Harry Vafias, the Chairman, CEO and
President of Imperial Petroleum (IMPP) and as such the Company and C3is Inc. Predecessor are related parties. You also state at page 8 that C3is Inc. Predecessor is controlled by members of the Vafias family. We understand that Mr. Vafias
maintains significant voting interests and substantial influence over IMPP through his ownership of its common and preferred stock and the aforementioned roles he serves at IMPP. Please tell us how you considered these factors in determining whether
common control existed between C3is Inc. Predecessor and Imperial Petroleum, providing an analysis that supports your accounting for the acquisition of these vessels by C3is Inc. Successor at fair value.

 May 17, 2023

 Page
 2

 Response: The Registrant respectfully provides the following background information and analysis in
response to the Staff’s comment.

 Background Information

Imperial Petroleum Inc. (“IMPP”) is a Nasdaq-listed shipping company owning 12 vessels which was established in 2021. IMPP is the result of the spin-off (the “Spin-Off”) of four tanker vessels owned by StealthGas Inc. The Spin-Off was completed in December 2021. The
Board of Directors of IMPP consists of IMPP’s CEO, Harry Vafias, and two independent members, i.e., a total of three members. No other members of the Vafias family are directors on the Board of Directors of IMPP. All activities of IMPP that
significantly affect its economic performance, such as buying and selling vessels, hiring and firing of executive management, and major financing decisions require approval of the majority of the Board of Directors.

In July 2022, IMPP entered into agreements to acquire two drybulk carriers, the vessels Eco Bushfire and Eco Angelbay, from entities controlled by the Vafias
family. These entities are herein referred to as “C3is Inc. Predecessor.” One of the vessels was delivered to IMPP on September 21, 2022 and the second vessel on October 19, 2022.

C3is Inc. Predecessor is owned and controlled by members of the Vafias family.

On July 7, 2022, Mr. Vafias, including the members of his family, owned:

•

 less than 5% of the common stock of IMPP (“common stock”).

•

 approximately 20% of the 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock of IMPP (“Series A
Preferred Stock”). The holders of Series A Preferred Stock have no voting rights and have a right to 8.75% dividend when and if declared by the Board of Directors of IMPP.

On October 21, 2022, Mr. Vafias, including the members of his family, owned:

•

 less than 5% of the common stock.

•

 approximately 20% of the Series A Preferred Stock. The holders of Series A Preferred Stock have no voting rights
and have a right to 8.75% dividend when and if declared by the Board of Directors of IMPP.

•

 100% of Series B Preferred Stock of IMPP (“Series B Preferred Stock”), which entitles the holder to
25,000 votes per share on all matters submitted to a vote of the shareholders of the IMPP; provided however, that no holder of Series B Preferred Stock may exercise voting rights pursuant to Series B Preferred Stock that would result in the
aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B Preferred Stock, common stock or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter
submitted to a vote of shareholders of IMPP. The holders of Series B Preferred Stock generally has no economic rights.

 IMPP has entered
into a management agreement (the “Management Agreement”) with Stealth Maritime Corporation S.A. (the “Manager”), an entity controlled by members of the Vafias family, pursuant to which the Manager provides IMPP technical and
commercial management services for the vessels owned by IMPP for a fixed daily fee and for a fee based on actual revenues, respectively, as well as the services of the CEO and the CFO for a fixed fee per year.

 May 17, 2023

 Page
 3

1)
 Is the transaction relating to the sale of the vessels Eco Bushfire and Eco Angelbay from C3is Inc.
Predecessor to IMPP a transaction between entities under common control?

 In order for the transaction to be between entities under
common control, Mr. Vafias or members of his family should control both C3is Inc. Predecessor and IMPP.

 The term “control“ has the same
meaning as the term “controlling financial interest“ in ASC 810-10-15-8, which states:

“For legal entities other than limited partnerships, the usual condition for a controlling financial interest is ownership of a majority voting interest,
and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also
exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree.”

 In determining
control, an entity cannot consider only voting interests. Control may be established in other ways, such as variable interests under the Variable Interest Entities Subsections of ASC 810-10 or contractual and
other legal arrangements.

 While “common control“ is not defined, the Registrant believes this term encompasses situations in which separate
entities would have been consolidated by the same parent if the parent prepared consolidated financial statements.

 The Registrant further notes the
following:

 While C3is Inc. Predecessor is controlled by members of the Vafias family, at the date IMPP agreed to acquire the vessels Eco Bushfire and Eco
Angelbay from C3is Inc. Predecessor, i.e., on July 7, 2022, Mr. Vafias, including his family, owned less than 5% of the outstanding common stock and the Series A Preferred Stock held by him did not provide him any voting rights.
Furthermore, his aggregate voting power after taking into account the voting power provided by the Series B Preferred Stock issued on October 21, 2022 does not exceed 49.99% (including the common stock owned by Mr. Harry Vafias or his
family) of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of IMPP. We note that the Board of Directors of IMPP controls all significant decisions that are expected to impact the economic performance
of IMPP and all such matters require a majority vote of the Board of Directors, which Mr. Vafias does not control occupying only one of three board seats.

In addition, there are no other contractual arrangements that establish control of IMPP by Mr. Vafias. The services provided to the Company through the
Management Agreement do not shift decision making over any major decisions from the Board of Directors to Mr. Vafias or his family. Taking into account this, there is no majority voting interest by one entity or affiliated entities, directly or
indirectly, of more than 50% of the outstanding voting shares of IMPP. Therefore, the Registrant has concluded that Mr. Vafias does not control IMPP, and as a result, C3is Inc. Predecessor and IMPP are not entities under common control.

 May 17, 2023

 Page
 4

2)
 Does the Management Agreement represents a variable interest in IMPP? Does it establish control of IMPP by
Mr. Vafias? Is control of IMPP by Mr. Vafias established in other ways such as variable interests under the Variable Interest Entities Subsections of ASC 810-10?

As per ASC 810-10-55-37, the three
conditions which must all be met to conclude that fees received by an entity’s decision makers or service providers do not represent variable interests in that entity are:

•

 The fees are compensation for services provided and are commensurate with the level of effort required to provide
those services.

•

 The decision maker or service provider (and its related parties or de facto agents) does not hold other interests
in the variable interest entity that individually, or in the aggregate, would absorb more than an insignificant amount of the variable interest entity’s expected losses or receive more than an insignificant amount of the variable interest
entity’s expected residual returns.

•

 The service arrangement includes only terms, conditions or amounts that are customarily present in arrangements
for similar services negotiated at arm’s-length.

 If the above three conditions are met,
fees paid to such a decision maker would therefore not represent a variable interest in the legal entity, and the decision maker would not need to continue with its consolidation assessment of the legal entity. Conversely, if a decision maker does
not meet all of the criteria in ASC 810-10-55-37, the fees paid to the decision maker would be considered variable interests and
further consideration under the variable interest entity model would be required.

 The Management Agreement provides for:

•

 fixed management fee of $440 per vessel per day to the Manager. Fees charged relate specifically to technical
support and maintenance, insurance, consulting, financial and accounting services provided under the Management Agreement.

•

 a fee equal to 1.25% to the Manager of the gross freight, demurrage and charter hire collected from the
employment of IMPP’s vessels. Fees charged relate specifically to services provided under the management agreement for securing charter parties for IMPP’s vessels.

•

 a fee equal to 1% to the Manager of the contract price of any vessel bought or sold. Fees charged relate
specifically to services provided under the Management Agreement for securing buyers/sellers for IMPP’s vessels in case a sale & purchase transaction takes place.

•

 $250,149 for CEO and CFO compensation for the first 12 months following the
Spin-Off. CEO and CFO services are provided by the Manager in accordance with the provisions of the Management Agreement. These fees relate to compensation for such services.

IMPP’s management has concluded that the fees paid to the Manager (i.e. fees paid to decision makers or service providers) did not represent a variable
interest in IMPP by the Vafias family for the following reasons:

•

 The fees charged under the Management Agreement are consistent with IMPP management’s understanding of the
shipping industry and based on IMPP management’s review of other management agreements for the provision of similar services.

 May 17, 2023

 Page
 5

•

 The Management Agreement includes only terms, conditions, or amounts that are customarily present in arrangements
for similar services.

•

 The Manager including the Vafias family do not hold other interests in IMPP that individually, or in the
aggregate, would absorb more than an insignificant amount of IMPP’s expected losses or receive more than an insignificant amount of IMPP’s expected residual returns.

3)
 How will the acquisition of the vessels Eco Bushfire and Eco Angelbay be accounted for by IMPP?

 IMPP management has concluded that the Vafias family did not own a controlling financial interest or variable interest in IMPP at the
dates of the purchase agreement and the closing of the transactions for the vessels Eco Bushfire and Eco Angelbay. IMPP management has also concluded that IMPP did not own a controlling financial interest or variable interest in C3is Inc.
Predecessor at the dates of the purchase agreement and the closing of the transactions for the vessels Eco Bushfire and Eco Angelbay, and therefore, IMPP did not control C3is Inc. Predecessor. Therefore, IMPP management has concluded that the
purchase of the vessels from C3is Inc. Predecessor is not considered a common control transaction, and should be accounted for as an asset acquisition as defined under ASC 805-50.

Taking into account that the consideration for the acquisition of the vessels was cash, the cost of the acquisition was measured, in accordance with ASC 805-50-30-2, on the basis of the cash paid plus the direct transaction costs incurred to effect the acquisition.

Audited Combined Financial Statement of C3is Inc. Predecessor

Notes to the Combined carve-out Financial Statements

3. Transactions with Related parties, page F-22

2.
 We note that C3is Inc. Predecessor sold the vessels Eco Bushfire and Eco Angelbay to IMPP for a total of
$39 million on July 7, 2022. However the statements of comprehensive income and cash flows do not appear to reflect the gain/loss or the proceeds received upon sale of Eco Angelbay. Please explain why this transaction is not reflected in
the financial statements or revise your disclosure accordingly.

 Response: The Registrant respectfully advises the Staff that
based on Note 1 to the combined financial statements of C3is Inc. Predecessor in the Registration Statement, on July 7, 2022, C3is Inc. Predecessor entered into an agreement to sell its vessels to IMPP for $39.0 million. The sales were
concluded with the delivery of the vessel Eco Bushfire to IMPP on September 21, 2022 and the vessel Eco Angelbay on October 19, 2022. As disclosed in Note 1 to the combined financial statements of C3is Inc. Predecessor in the Registration
Statement, October 18, 2022 is the last date of operations of C3is Inc. Predecessor and the last date of the periods covered by the combined financial statements of C3is Inc. Predecessor.

The Registrant further advises the Staff that since the sale of the vessel Eco Angelbay was completed on October 19, 2022, the resulting gain on sale and
the proceeds received upon its sale, are not reflected in the combined financial statements of C3is Inc. Predecessor for the period from January 1, 2022 to October 18, 2022.

 May 17, 2023

 Page
 6

 ****

The Registrant notes the Staff’s orally conveyed comment regarding the date of the capitalization table included in the Registration
Statement. The Registrant respectfully advises the Staff that it has revised the Registration Statement to clarify that there have not been any material changes to its capitalization from debt or equity issuances,
re-capitalizations, special dividends, or debt repayments subsequent to the date of the capitalization table, that the capitalization table has not been adjusted for. The Registrant respectfully advises the
Staff that it believes the presentation of the capitalization table in the Registration Statement is consistent with the guidance in Section 6270 of the Division of Corporat

United States securities and exchange commission logo
April 28, 2023
Diamantis Andriotis
Chief Executive Officer
C3is Inc.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
Re:C3is Inc.
Registration Statement on Form F-1
Filed April 12, 2023
File No. 333-271228
Dear Diamantis Andriotis:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed April 12, 2023
Audited Carve Out Financial Statements of C3is Inc. Successor
Notes to the Combined carve-out Financial Statements
1. Basis of Presentation, page F-7
1.You disclose that C3is Inc. Predecessor is affiliated with the family of Harry Vafias, the
Chairman, CEO and President of Imperial Petroleum (IMPP) and as such the Company
and C3is Inc. Predecessor are related parties.  You also state at page 8 that C3is
Inc. Predecessor is controlled by members of the Vafias family.  We understand that Mr.
Vafias maintains significant voting interests and substantial influence over IMPP through
his ownership of its common and preferred stock and the aforementioned roles he
serves at IMPP.  Please tell us how you considered these factors in determining whether

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 April 28, 2023 Page 2
 FirstName LastName
Diamantis Andriotis
C3is Inc.
April 28, 2023
Page 2
common control existed between C3is Inc. Predecessor and Imperial Petroleum, providing
an analysis that supports your accounting for the acquisition of these vessels by C3is Inc.
Successor at fair value.
Audited Combined Financial Statements of C3is Inc. Predecessor
Notes to Combined carve-out Financial Statements
3. Transactions with Related parties, page F-22
2.We note that C3is Inc. Predecessor sold the vessels Eco Bushfire and Eco Angelbay to
IMPP for a total of $39 million on July 7, 2022.  However the statements of
comprehensive income and cash flows do not appear to reflect the gain/loss or the
proceeds received upon sale of Eco Angelbay.  Please explain why this transaction is not
reflected in the financial statements or revise your disclosure accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter

 The New York Times Building

620 Eighth Avenue

 New York, NY 10018

 April 12, 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 Draft Registration Statement on Form F-1

Submitted on January 25, 2023

CIK No. 0001951067

 Ladies and
Gentlemen,

 This letter sets forth the response of C3is Inc. (the “Registrant”) to the comment letter dated February 13, 2023
of the staff (the “Staff”) of the Division of Corporate Finance of the Securities and Exchange Commission (the “SEC”) with respect to the Registrant’s Draft Registration Statement on Form F-1 confidentially submitted via EDGAR on January 25, 2023 (the “Registration Statement”).

The Registrant has filed with the SEC a revised Registration Statement on Form F-1 (the “Revised
Registration Statement”) today via EDGAR responding to the Staff’s comments. In order to facilitate your review, we have repeated the Staff’s comments below.

Capitalized terms used in this letter but not defined herein have the meanings given to them in the Registration Statement. Information provided in this
letter on behalf of the Registrant has been provided to us by the Registrant. References to page numbers in the comments below are to page numbers in the Registration Statement. References to page numbers in the responses below are to page numbers
in the Revised Registration Statement.

 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.

 April 12, 2023

Page 2

 Response: In response to the Staff’s comment, the Registrant has revised the Registration
Statement on pages 85 to 87 to describe the material terms of the existing charters for its vessels. The Registrant respectfully advises the Staff that in light of the short term duration and market terms of these charter contracts which were
entered into in March 2023 and April 2023, respectively, and expire in April 2023 and June 2023, respectively, upon expiration of which the Registrant would seek to re-employ its vessels on different charters
as it has done on a number of occasions in the past year, it does not consider these charters to be material agreements.

 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.

 Response: In response to the Staff’s comment, the Registrant has revised the Registration Statement on pages 52 and 53
to add risk factor disclosure regarding the risk of dilution in connection with the potential conversion of the Series A Convertible Preferred Shares.

*****

 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.

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

United States securities and exchange commission logo
January 3, 2023
Diamantis Andriotis
Chief Executive Officer
C3is Inc.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
Re:C3is Inc.
Draft Registration Statement on Form F-1
Submitted on December 7, 2022
CIK No. 0001951067
Dear Diamantis Andriotis:
            We have reviewed your 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.
Draft Registration Statement on Form F-1
Cover Page
1.On your cover page, please disclose the voting rights of the registrant's common stock,
and the voting rights of the Series A Convertible Preferred Stock to be held by Imperial
Petroleum.

Questions and Answers About the Spin-off Distribution, page 4
2.We note your disclosure that warrantholders of Imperial Petroleum will receive one C3is
common share for each share of Imperial Petroleum common stock that they have the

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right to purchase pursuant to the warrants.  Please revise to clarify whether such
distribution is required by the terms of the warrants.
Prospectus Summary
Market Opportunity, page 10
3.We note your disclosure that the market outlook is heavily supported by new regulations.
Please revise to clarify the impact on this registrant.
Summary Financial and Other Data, page 21
4.We note your presentation of the non-GAAP measure charter equivalent revenues. Given
that this measure reduces your reported revenue by a non-revenue line item, explain to us
your basis for presenting and labelling this as a measure of revenue.  In addition, tell us
how you considered the presentation of the reconciliation for this non-GAAP measure to
the most directly comparable GAAP measure, i.e. gross margin that includes depreciation,
depletion and amortization. See Item 10(e)(1)(i)(B) of Regulation S-K.
Risk Factors
Global economic conditions may continue to negatively impact the dry bulk shipping industry,
page 24
5.We note your disclosure that you conduct a substantial portion of your business in China
or with Chinese counterparties.  Please tell us whether the majority of your operations are
in China.
Inflation could adversely affect our business and financial results, page 40
6.You state that you "have experienced increased costs for crew, spares, and stores, which
[you] currently expect to continue into 2023."  Under "Inflation" at page 63, you state that
"To date inflation has had a moderate impact on our operating expenses, dry-docking
expenses and corporate overhead."  Please expand your disclosures to identify the
principal factors contributing to the inflationary pressures the company has experienced
and to clarify the resulting impact to the company.
7.Similarly, please update your disclosure to identify actions planned or taken, if any, to
mitigate inflationary pressures.
If our common shares do not meet the Nasdaq Capital Market's minimum share price
requirement..., page 52
8.We note your disclosure regarding the risk that your common shares could be delisted.
We also note that Imperial Petroleum Inc. has disclosed that its common stock does not
meet the Nasdaq Capital Market's minimum share price requirement, and may be delisted
if Imperial Petroleum cannot cure such deficiency within the prescribed timeframe.

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 Comapany NameC3is Inc.
 January 3, 2023 Page 3
 FirstName LastNameDiamantis Andriotis
C3is Inc.
January 3, 2023
Page 3
Please include such information in your risk factor disclosure, or tell us why you do not
believe such information is material.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 66
9.We note that in August 2022 you repaid the entire $6.8 million of debt outstanding at June
30, 2022.  Please revise to explain whether this was accomplished with the use of internal
or external sources of funding and if the payment involved related parties, as applicable.
10.You disclose that you believe working capital is sufficient for your short-term liquidity
requirements.  Please revise to separately disclose your plans and your ability to generate
and obtain adequate amounts of cash in the long-term.  Please refer to Item 303(b)(1) of
Regulation S-K.
11.We refer you to your discussion of net cash provided by operations on page 67.  Please
provide an enhanced analysis that explains the impact from the balance with the related
party, which has materially reduced operating cash flows by $4,061,422 for the period
ending December 31, 2021 and $2,113,105 for the six-month period ended June 30, 2022.
 Disclose if the trend with the manager, Brave Maritime, is expected to continue and if it
is reasonably likely to result in your liquidity increasing or decreasing in any material
way.  We refer you to Item 303(b)(1)(i) of Regulation S-K.
3. Pro Forma Adjustments, page 74
12.We refer you to note 3.(c).  Please disclose the method used to determine these
predecessor financial statements reflect all of the costs of doing business and the method
of allocating common expenses along with management’s assertion that the method used
is reasonable.  We refer you to Questions 1 and 2 of SAB Topic 1.B.
13.We refer you to note 3.(e).  Revise to include the pro forma basic and diluted per share
and the number of shares used to calculate such per share amounts on the face of the pro
forma condensed statement of comprehensive income in accordance with Article 11-
02(a)(9) of Regulation S-X.  Include the disclosure requirements in ASC 260-10-50.
Background and Purpose of the Spin-Off Distribution, page 76
14.We note your disclosure here and on pages 4 and 16 that since the Spin-Off Distribution
will result in two "pure play" companies, Imperial Petroleum and the Company expect
that the Spin-Off Distribution will result in an increase of shareholder value if the
aggregate trading value of the two separate entities exceeds that of the trading value of
Imperial Petroleum before the Spin-Off Distribution, "as historical trends suggest."  We
also note that you state that the Imperial Petroleum board of directors "received
presentations from its financial advisor that noted the foregoing trends and information."
If you retain these assertions, provide us with support for, and revise to further

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 Comapany NameC3is Inc.
 January 3, 2023 Page 4
 FirstName LastName
Diamantis Andriotis
C3is Inc.
January 3, 2023
Page 4
explain your reference to, the "historical trends."  Also clarify the extent to which the
expectations of C3is and Imperial Petroleum were based on the presentations.
15.Please revise to clarify the role of the financial advisor referenced on page 76. In addition,
please disclose how the terms for the Series A Convertible Preferred Stock were
determined.
Business
Environmental and other Regulations, page 81
16.We note your disclosure on page 82 that you currently have no committed capital
expenditure obligations or plans for the installation of scrubbers on your vessels.  Please
revise to provide related risk factor disclosure.
Management, page 93
17.We note your disclosure that Nina Pyndiah is expected to be appointed as Chief Financial
Officer at the effective time of the registration statement.  However, we also note that it is
anticipated that Ms. Pyndiah will sign the registration statement as the principal financial
officer and principal accounting officer.  Please reconcile or advise.
            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