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
Diamantis Andriotis
FirstName
C3is Inc. LastNameDiamantis Andriotis
Comapany
January NameC3is Inc.
3, 2023
January
Page 2 3, 2023 Page 2
FirstName LastName
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.
Diamantis Andriotis
FirstName
C3is Inc. LastNameDiamantis Andriotis
Comapany
January NameC3is Inc.
3, 2023
January
Page 3 3, 2023 Page 3
FirstName LastName
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
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,
FirstName LastNameDiamantis Andriotis
Division of
Corporation Finance
Comapany NameC3is Inc.
Office of Energy
& Transportation
January 3, 2023 Page 4
cc: Finn Murphy, Esq., of Goodwin Procter LLP
FirstName LastName