EX-99.1 2 d908458dex991.htm EX-99.1 EX-99.1
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Exhibit 99.1

C3IS INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition and results of operations for the three-month period ended March 31, 2025 and the three-month period ended March 31, 2024. Unless otherwise specified herein, references to the “Company” or “we” shall include C3is Inc. and its subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. For additional information relating to our management’s discussion and analysis of financial condition and results of operations, please see our annual report on Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on April 28, 2025 (the “Annual Report”). This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in the section entitled “Risk Factors” in our Annual Report. You should also carefully read the following discussion with “Forward-Looking Statements.”

We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references to “dollars” and “$” in this report are to, and amounts are presented in, U.S. dollars. All share amounts reflect the (1) 1-for-100 reverse split of the Common Stock effected by the Company at 11:59 pm, Eastern Time, on April 11, 2024, (2) 1-for-2.5 reverse split of the Common Stock effected by the Company at 11:59 pm, Eastern Time, on December 31, 2024; and (3) 1-for-6 reverse split of the Common Stock effected by the Company at 11:59 pm, Eastern Time, on April 3, 2025.

Overview

C3is Inc. is a ship-owning company providing international seaborne transportation services to drybulk charterers, including major national and private industrial users, commodity producers and traders, and since the third quarter of 2023 to oil producers, refineries and commodities traders.

As of March 31, 2025, the Company’s fleet consisted of three drybulk carriers that transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers, and one Aframax crude oil tanker that transports crude oil. The total cargo carrying capacity of the fleet is 213,468 dwt.

Our Fleet

As of June 24 , 2025 the profile and deployment of our fleet is the following:

 

Name

   Year
built
    

Country

built

   Vessel Size
(dwt)
    

Vessel Type

  

Employment
Status

   Daily Charter
Rate
    

Expiration of
Charter (1)

DRYBULK FLEET

                    

EcoBushfire

     2011      Japan      32,000      Handysize drybulk carrier    Time Charter    $ 12,400      June 2025

Eco Angelbay

     2009      Japan      32,000      Handysize drybulk carrier    Time Charter    $ 8,750      July 2025

Eco Spitfire

     2012      Japan      33,664      Handysize drybulk carrier    Time Charter    $ 13,000      August 2025

TANKER FLEET

                    

Afrapearl II (ex. Stealth Berana)

     2010      Korea      115,804      Aframax oil tanker    Spot      

Fleet Total

           213,468 dwt              

 

(1)

Earliest date charters could expire.

As of June 24, 2025, we had our Handysize drybulk carriers under time charter employment, with one expiring in June 2025, one in July 2025, and one in August 2025. . Our tanker vessel was operating in the spot market, as market conditions and rates were favorable for spot employment.

 

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Selected Financial Data

(in US Dollars except for Fleet Data)

The following tables present certain summary historical and other data of C3is Inc. The selected consolidated financial data for the three months ended March 31, 2024, and 2025 are derived from the unaudited interim condensed consolidated financial statements of C3is Inc. included elsewhere in this report. The selected consolidated financial data as of December 31, 2024, are derived from the consolidated financial statements of C3is Inc. included in the annual report on Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on April 28, 2025 (the “Annual Report”).

 

Statement of Comprehensive Income Data    For the three-month period ended March 31,  
   2024      2025  

Revenues

     12,792,011        8,670,664  

Voyage expenses

     2,671,089        2,729,019  

Voyage expenses - related party

     161,903        108,979  

Vessel operating expenses

     1,777,270        2,129,489  

Vessel operating expenses - related party

     33,500        32,500  

Depreciation

     1,382,297        1,625,471  

Management fees - related party

     120,120        158,400  

General and administrative expenses

     1,394,907        527,788  

General and administrative expenses - related party

     111,436        124,826  

Income from operations

     5,139,489        1,234,192  

Interest and finance costs

     (1,929      (1,963

Interest and finance costs - related party

     (750,617      (328,582

Interest income

     209,178        149,760  

Foreign exchange loss

     (179,630      (3,327

(Loss) / Gain on warrants

     (629,871      6,866,761  

Net income

     3,786,620        7,916,841  

 

     As of December 31,      As of March 31,  
Balance Sheet Data    2024      2025  

Cash and cash equivalents

     4,640,343        15,691,873  

Time deposits

     7,948,706         

Current assets

     16,339,358        21,072,012  

Vessels, net

     84,149,805        82,524,334  

Total assets

     100,489,163        103,596,346  

Current liabilities

     18,690,874        20,821,849  

Warrant liability

     10,437,034        3,570,273  

Total liabilities

     29,127,908        24,392,122  

Total stockholders’ equity

     71,361,255        79,204,224  

 

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     For the three-month period ended March 31,  
Other Financial Data    2024      2025  

Net cash provided by operating activities

     14,793,672        3,294,491  

Net cash provided by investing activities

     1,452,006        7,948,706  

Net cash provided by/(used in) financing activities

     11,222,612        (191,667

 

     For the three-month period ended March 31,  
Fleet Data    2024     2025  

Average number of vessels (1)

     3.0       4.0  

Total calendar days for fleet (2)

     273       360  

Total voyage days for fleet (3)

     273       360  

Total time charter days for fleet (4)

     164       247  

Total spot market days for fleet (5)

     109       113  

Fleet utilization (6)

     100.0     100.0

Fleet operational utilization (7)

     93.4     91.7

 

1)

Average number of vessels is the number of owned vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.

2)

Total calendar days for fleet are the total days the vessels we operated were in our possession for the relevant period including off-hire days associated with major repairs, drydockings or special or intermediate surveys.

3)

Total voyage days for fleet reflect the total days the vessels we operated were in our possession for the relevant period net of off-hire days associated with major repairs, drydockings or special or intermediate surveys.

4)

Total charter days for fleet are the number of voyage days the vessels operated on time charters for the relevant period.

5)

Total spot market charter days for fleet are the number of voyage days the vessels operated on spot market charters for the relevant period.

6)

Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period.

7)

Fleet operational utilization is the percentage of time that our vessels generated revenue, and is determined by dividing voyage days excluding idle days by fleet calendar days for the relevant period.

Result of Operations

Three-month period ended March 31, 2025 compared to three months ended March 31, 2024

An average of 4.0 vessels were owned by the Company during the three months ended March 31, 2025, compared to 3.0 vessels for the same period in 2024.

 

   

Voyage revenues for the three months ended March 31, 2025, amounted to $8.7 million, a decrease of $4.1 million compared to revenues of $12.8 million for the three months ended March 31, 2024, primarily due to the decrease in charter rates. Total calendar days for our fleet were 360 days for the three months ended March 31, 2025, as compared to 273 days for the same period in 2024. Of the total calendar days in the first three months of 2025, 247 or 68.6%, were time charter days, as compared to 164 or 60.1% for the same period in 2024. Our fleet utilization was 100.0% for both periods of the three months ended March 31, 2025 and 2024, and our fleet operational utilization was 91.7% and 93.4% for the three months ended March 31, 2025 and 2024, respectively.

 

   

Voyage expenses and vessels’ operating expenses for the three months ended March 31, 2025, were $2.8 million and $2.2 million compared to $2.8 million and $1.8 million for the three months ended March 31, 2024. The increase in vessels’ operating expenses was attributed to the increase in the average number of our vessels. Voyage expenses for the three months ended March 31, 2025 included bunker cost and port expenses of $1.5 million and $0.9 million, respectively, corresponding to 54% and 32% of total voyage expenses, since the vessel Afrapearl II operated in the spot market. Operating expenses for the three months ended March 31, 2025 mainly included crew expenses of $1.1 million, corresponding to 50% of total operating expenses, spares and consumables costs of $0.4 million, corresponding to 18% of total vessel operating expenses, and maintenance expenses of $0.3 million, representing works and repairs on the vessels, corresponding to 14% of total vessel operating expenses.

 

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Depreciation for the three months ended March 31, 2025 was $1.6 million, a $0.2 million increase from $1.4 million for the same period of last year, due to the increase in the average number of our vessels.

 

   

Management fees for the three months ended March 31, 2025 were $0.16 million, a $0.04 million increase from $0.12 million for the same period of last year, due to the increase in the average number of vessels.

 

   

General and Administrative costs for the three months ended March 31, 2025 and 2024 were $0.7 million and $1.5 million, respectively. The decrease is mainly related to the decrease in equity offering expenses, which occurred in the three-month period ended March 31, 2024, while no offering expenses occurred in the first quarter of 2025. These offering expenses were allocated to warrants issued as part of the two public offerings and classified as liabilities.

 

   

Interest and finance costs for the three months ended March 31, 2025 were $0.3 million and mainly related to the accrued interest expense – related party, in connection with the $14.6 million payable, representing 90% of the acquisition price of our bulk carrier, the Eco Spitfire; this balance was completely settled in April 2025. For the three months ended March 31, 2024, we reported $0.7 million as accrued interest expense – related party, in connection with $38.7 million payable, representing 90% of the acquisition price of our Aframax tanker, the Afrapearl II; this balance was completely settled in July 2024.

 

   

Interest income for the three months ended March 31, 2025 and 2024 was $0.1 million and $0.2 million, respectively. The decrease is mainly attributed to a lower amount of funds placed under time deposits.

 

   

Gain on warrants for the three months ended March 31, 2025 was $6.9 million and mainly related to the net fair value gains on our Class B-1, Class B-2, Class C-1 and Class C-2 warrants which were issued during the first quarter of 2024 in connection with the two public offerings and were classified as liabilities.

Cash Flows

Net cash provided by operating activities

Net cash provided by operating activities was $3.3 million for the three months ended March 31, 2025 compared to $14.8 million for the same period in 2024. This decrease in operating cash flow of $11.5 million was mainly due to the decrease in our profitability by $4.3 million, excluding non-cash items, as well as a result of the unfavorable changes in assets and liabilities from working capital movements between the two periods such as trade and other receivables by $6.5 million due to less collections in 2025 as compared to 2024. Working capital is defined as current assets minus current liabilities.

Net cash provided by investing activities

Net cash provided by investing activities was $7.9 million for the three months ended March 31, 2025 due to the maturity of bank time deposits. Net cash provided by investing activities was $1.5 million for the three months ended March 31, 2024 due to the net increase of bank time deposits.

Net cash provided by/ (used in) financing activities

Net cash used in financing activities was $0.2 million for the three months ended March 31, 2025 representing dividends paid on the preferred stock. Net cash provided by financing activities for the three months ended March 31, 2024 was $11.2 million, representing proceeds from follow-on equity offerings and exercise of warrants, partially offset by the stock issuance costs and dividends paid on the preferred stock.

 

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Liquidity and Capital Resources

As of March 31, 2025, we had cash and cash equivalents of $15.7 million.

Our principal sources of funds for our liquidity needs have been cash flows from operations, as well as contribution from Imperial Petroleum Inc. (our former “Parent Company”), and three public offerings of equity securities. Potential additional sources of funds may include additional equity offerings and bank borrowings. We expect future equity offerings and other issuances of our common shares, preferred stock or other securities, which may dilute our common shareholders if issued at lower prices than the price they acquired their shares, as well as possibly bank borrowings, to be a significant component of the financing for our fleet growth plan. Our principal use of funds has been to acquire our vessels, maintain the quality of our vessels and fund working capital requirements.

Our liquidity needs, as of March 31, 2025, primarily related to the funding of the remaining 90% of the purchase price of the acquired handysize bulk carrier, amounted to $14.57 million, which was paid off in full in April 2025. Our liquidity needs also include expenses for operating our vessels, any vessel improvements that may be required and general and administrative expenses.

As of March 31, 2025, we had no bank debt. We may incur indebtedness in the future to finance the growth of our fleet.

We believe that, unless there is a major and sustained downturn in market conditions applicable to our specific shipping industry segment and subject to either the successful completion of equity offerings or the incurrence of bank debts, our internally generated cash flows will be sufficient to fund our current operations, including working capital requirements, for at least 12 months as well as long-term, greater than 12 months, capital requirements, taking into account any possible capital commitments and debt service requirements.

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we assure you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, geopolitical conditions, including any trade disruptions resulting from tariffs and other protectionist measures imposed by the United States or other countries, general market conditions, including changes in charter hire rates and vessel values, supply and demand for drybulk cargoes, oil and oil products, charter counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydockings, shipyard performance, changes in our operating expenses, including bunker prices, drydocking and insurance costs, ability to obtain financing and comply with covenants in our financing arrangements, our ability to comply with the Nasdaq listing rules, including maintaining compliance with the minimum bid price requirement, and remain listed on Nasdaq, potential liability from pending or future litigation or actions taken by regulatory authorities, domestic and international political conditions, the conflict in Ukraine and related sanctions, potential disruption of shipping routes due to accidents and political events, including the conflicts in the Middle East, Iran’s threat to close the Strait of Hormuz, and Houthi attacks in the Red Sea and the Gulf of Aden, or acts by terrorists. Risks and uncertainties are further described in the reports we file with the U.S. Securities and Exchange Commission.

 

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C3is Inc.

Unaudited interim condensed consolidated balance sheets

As of December 31, 2024 and March 31, 2025

(Expressed in United States Dollars, Except for share Data)

 

 

         As of December 31,
2024
     As of March 31,
2025
 

Assets

       

Current assets

       

Cash and cash equivalents

       4,640,343        15,691,873  

Time deposits

       7,948,706        —   

Trade and other receivables

       2,815,442        3,096,302  

Other current assets

   (Note 10)     —         649,692  

Inventories

   (Note 4)     884,148        1,602,619  

Advances and prepayments

       21,951        18,630  

Operating lease right-of-use assets

       28,768        12,896  
    

 

 

    

 

 

 

Total current assets

       16,339,358        21,072,012  
    

 

 

    

 

 

 

Non current assets

       

Vessels, net

   (Note 5)     84,149,805        82,524,334  
    

 

 

    

 

 

 

Total non current assets

       84,149,805        82,524,334  
    

 

 

    

 

 

 

Total assets

       100,489,163        103,596,346  
    

 

 

    

 

 

 

Liabilities and Stockholders’ Equity

       

Current liabilities

       

Trade accounts payable

       908,342        1,849,586  

Payable to related parties

   (Note 3)     16,319,561        17,649,881  

Accrued and other liabilities

   (Note 6)     1,272,095        1,228,809  

Operating lease liabilities

       28,768        12,896  

Deferred income

       162,108        80,677  
    

 

 

    

 

 

 

Total current liabilities

       18,690,874        20,821,849  
    

 

 

    

 

 

 

Non current liabilities

       

Warrant liability

   (Note 8)     10,437,034        3,570,273  
    

 

 

    

 

 

 

Total non current liabilities

       10,437,034        3,570,273  
    

 

 

    

 

 

 

Total liabilities

       29,127,908        24,392,122  
    

 

 

    

 

 

 
    

 

 

    

 

 

 

Commitments and contingencies

   (Note 13)     

Capital stock, $0.01 par value, 2,000,000,000 shares authorized at December 31, 2024 and March 31, 2025, 706,500 issued and outstanding at December 31, 2024 and March 31, 2025, respectively (Note 8)

       7,065        7,065  

Preferred Stock, 200,000,000 shares authorized (Note 8)

Preferred stock, Series A, $0.01 par value, 600,000 shares issued and outstanding as of December 31, 2024 and March 31, 2025 (Note 8)

       6,000        6,000  

Additional paid-in capital

       71,091,138        71,666,766  

Retained earnings

       257,052        7,524,393  
    

 

 

    

 

 

 

Total stockholders’ equity

       71,361,255        79,204,224  
    

 

 

    

 

 

 

Total liabilities and stockholders’ equity

       100,489,163        103,596,346  
    

 

 

    

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

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C3is Inc.

Unaudited interim condensed consolidated statements of comprehensive income

For the three-month period ended March 31, 2024 and 2025

(Expressed in United States dollars)

 

 

          For the three-month period ended March 31,  
          2024      2025  

Revenues

        

Revenues

   (Note 10)      12,792,011        8,670,664  
     

 

 

    

 

 

 

Total revenues

        12,792,011        8,670,664  
     

 

 

    

 

 

 

Expenses

        

Voyage expenses

        2,671,089        2,729,019  

Voyage expenses – related party

   (Note 3)      161,903        108,979  

Vessels’ operating expenses

        1,777,270        2,129,489  

Vessels’ operating expenses – related party

   (Note 3)      33,500        32,500  

Management fees – related party

   (Note 3)      120,120        158,400  

General and administrative expenses

        1,394,907        527,788  

General and administrative expenses – related party

   (Note 3)      111,436        124,826  

Depreciation

   (Note 5)      1,382,297        1,625,471  
     

 

 

    

 

 

 

Total expenses

        7,652,522        7,436,472  
     

 

 

    

 

 

 

Income from operations

        5,139,489        1,234,192  
     

 

 

    

 

 

 

Other (expenses)/income

        

Interest and finance costs

        (1,929      (1,963

Interest and finance costs – related parties

   (Note 3)      (750,617      (328,582

Interest income

        209,178        149,760  

Foreign exchange loss

        (179,630      (3,327

(Loss)/gain on warrants

   (Note 8)      (629,871      6,866,761  
     

 

 

    

 

 

 

Other (expenses)/income, net

        (1,352,869      6,682,649  
     

 

 

    

 

 

 

Net income

        3,786,620        7,916,841  
     

 

 

    

 

 

 

Earnings per share (Note 9)

        

-Basic

        16.61        14.89  

-Diluted

        16.61        0.01  

Weighted average number of shares (Note 9)

        

-Basic

        43,716        465,245  

-Diluted

        43,716        23,828,240  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

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C3is Inc.

Unaudited interim condensed consolidated statements of stockholders’ equity

For the three-month periods ended March 31, 2024 and 2025

(Expressed in United States Dollars, Except for Number of Shares)

 

 

     Common stock      Preferred stock                      
     Number      Amount      Number      Amount      Additional paid-in      Retained     Total  
     of Shares     

 

     of Shares     

 

     capital      earnings    

 

 

Balance, December 31, 2023

     5,829      58      600,000      6,000      47,191,872      8,345,919     55,543,849  

Issuance of common stock and exercise of warrants, net of issuance costs

     124,374      1,244      —         —         6,926,089      —        6,927,333  

Issuance of restricted shares and stock-based compensation

     —         —         —         —         63,464        —        63,464  

Dividends declared on Series A preferred shares ($0.63 per preferred share)

     —         —         —         —         —         (189,583     (189,583

Down round deemed dividend on Series A preferred shares ($4.77 per preferred share)

     —         —         —         —         2,862,000        (2,862,000     —   

Net income for the period ended March 31, 2024

     —         —         —         —         —         3,786,620       3,786,620  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance, March 31, 2024

     130,203        1,302        600,000        6,000        57,043,425        9,080,956       66,131,683  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

     Common stock      Preferred stock                      
     Number      Amount      Number      Amount      Additional paid-in      Retained     Total  
     of Shares     

 

     of Shares     

 

     capital      earnings    

 

 

Balance, December 31, 2024

     706,500      7,065      600,000      6,000      71,091,138      257,052     71,361,255  

Issuance of restricted shares and stock-based compensation

     —         —         —         —         113,628      —        113,628  

Dividends declared on Series A preferred shares ($0.63 per preferred share)

     —         —         —         —         —         (187,500     (187,500

Down round deemed dividend on Series A preferred shares, related party ($0.77 per preferred share)

     —         —         —         —         462,000        (462,000     —   

Net income for the period ended March 31, 2025

     —         —         —         —         —         7,916,841       7,916,841  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance, March 31, 2025

     706,500        7,065        600,000        6,000        71,666,766        7,524,393       79,204,224  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

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C3is Inc.

Unaudited interim condensed consolidated statements of cash flows

For the three-month period ended March 31, 2024 and 2025

(Expressed in United States Dollars)

 

 

     For the three-month period ended March 31,  
     2024     2025  

Cash flows from operating activities:

    

Net income for the period

     3,786,620       7,916,841  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     1,382,297       1,625,471  

Share based compensation

     63,464       113,628  

Unrealized foreign exchange loss on time deposits

     131,511       —   

Unrealized loss/(gain) on warrants

     629,871       (6,866,761

Non-cash lease expense

     —        15,872  

Offering costs attributable to warrant liability

     1,078,622       —   

Changes in operating assets and liabilities:

    

(Increase)/decrease in

    

Trade and other receivables

     6,207,998       (280,860

Other current assets

     33,846       (649,692

Inventories

     (223,519     (718,471

Advances and prepayments

     25,328       3,321  

Increase/(decrease) in

    

Trade accounts payable

     463,315       941,244  

Changes in operating lease liabilities

     —        (15,872

Payable to related parties

     999,777       1,334,487  

Accrued liabilities

     251,052       (43,286

Deferred income

     (36,510     (81,431
  

 

 

   

 

 

 

Net cash provided by operating activities

     14,793,672       3,294,491  
  

 

 

   

 

 

 

Cash flows from investing activities

    

Increase in bank time deposits

     (6,801,175     —   

Maturity of bank time deposits

     8,253,181       7,948,706  
  

 

 

   

 

 

 

Net cash provided by investing activities

     1,452,006       7,948,706  
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from follow-on offerings

     13,147,990       —   

Stock issuance costs

     (1,733,711     —   

Dividends paid on preferred shares

     (191,667     (191,667
  

 

 

   

 

 

 

Net cash provided by/(used in) financing activities

     11,222,612       (191,667
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     27,468,290       11,051,530  
  

 

 

   

 

 

 

Cash and cash equivalents at beginning of period

     695,288       4,640,343  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

     28,163,578       15,691,873  
  

 

 

   

 

 

 

Supplemental Cash Flow Information

    

Non-cash Financing Activities

    
  

 

 

   

 

 

 

Dividends on preferred shares Series A included in payable to related parties

     160,416       158,333  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

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C3is Inc.

Notes to the unaudited interim condensed consolidated financial statements

(Expressed in United States dollars)

 

 

  1.

Basis of Presentation and General Information

C3is Inc. (“C3is”) was formed by Imperial Petroleum Inc. (“the former Parent Company”) on July 25, 2022 under the laws of the Republic of the Marshall Islands. Initial share capital of C3is consisted of 500 common shares. Imperial Petroleum Inc. spun off its two Handysize drybulk carriers by contributing to C3is its interest in Drybulk International Trading and Shipping Inc. and in Raw Commodities & Exports Inc. (“Initial Fleet”), each one owning one Handysize drybulk carrier, and $5,000,000 in cash for working capital purposes. The contribution was completed on June 20, 2023 in exchange for 2,122 newly issued common shares and 600,000 5.00% Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Shares”) in C3is. On June 21, 2023, Imperial Petroleum Inc., distributed the 2,122 common shares in C3is to the shareholders and warrant holders of Imperial Petroleum Inc. on a pro rata basis (the “Spin off”) and retained the 600,000 Series A Preferred Shares.

The accompanying unaudited interim condensed consolidated financial statements include the accounts of C3is and its subsidiaries, (collectively, the “Company”). The Initial Fleet has been accounted using the historical carrying costs of its assets and liabilities from their dates of incorporation. The unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles or U.S GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024 included in the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2025 (the “2024 Consolidated Financial Statements”) and, in the opinion of management, reflect all adjustments which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2025. The reporting and functional currency of the Company is the United States Dollar.

The consolidated balance sheet as of December 31, 2024, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

At March 31, 2025, the Company’s fleet was comprised of 3 Handysize drybulk carriers and 1 Aframax crude oil tanker providing worldwide marine transportation services under long, medium or short-term charters.

The Company’s vessels are managed by Brave Maritime Corporation S.A., a company controlled by members of the family of the Company’s Non-Executive Director and former Parent Company’s Chief Executive Officer, since June 21, 2023. Brave Maritime Corporation S.A. is incorporated in Liberia and registered in Greece under the provisions of law 89/1967, 378/1968 and article 25 of law 27/75 as amended by article 4 of law 2234/94. Brave Maritime Corporation S.A. is herein referred to as the “Manager”.

At March 31, 2025, the subsidiaries included in the Company’s unaudited interim condensed consolidated financial statements were:

 

Company    Date of
Incorporation
   Name of Vessel
Owned by
Subsidiary
   Dead Weight
Tonnage
(“dwt”)
     Acquisition
Date

Drybulk International Trading and Shipping Inc.

   04/07/2022    Eco Bushfire      32,000      21/09/2022

Raw Commodities & Exports Inc.

   04/07/2022    Eco Angelbay      32,000      19/10/2022

Crude Oil Services International Inc.

   06/07/2023    Afrapearl II      115,804      14/07/2023

Spitfire Dragon Transport Inc.

   10/04/2024    Eco Spitfire      33,664      10/05/2024

 

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On April 12, 2024, on December 31, 2024, and on April 3, 2025, the Company effected a 1-for-100, a 1-for-2.5 and a 1-for-6 reverse stock splits, of its shares of common stock (collectively referred to as “RSS”), respectively. All share and per share amounts disclosed in these unaudited interim condensed consolidated financial statements give effect to the RSS, retroactively, for all periods presented. The par value and other terms of the Company’s shares of common stock were not affected by the reverse stock split.

 

2.

Significant Accounting Policies

A discussion of the Company’s significant accounting policies can be found in the 2024 Consolidated Financial Statements. There have been no material changes to these policies or pronouncements in the three months ended March 31, 2025.

 

3.

Transactions with Related Parties

The Manager provides the vessels with a wide range of shipping services such as chartering, technical support and maintenance, insurance, consulting, financial and accounting services, for a fixed daily fee of $440, as per the management agreement between the Manager and the Company.

Based on the management agreement between the Manager and the Company, the Manager also receives a brokerage commission of 1.25% on freight, hire and demurrage per vessel. In addition, the Manager arranges for supervision onboard the vessels, when required, by superintendent engineers and when such visits exceed a period of five days in a twelve-month period, an amount of $500 is charged for each additional day (the “Superintendent fees”).

The Manager also acts as a sales and purchase broker for the Company in exchange for a commission fee equal to 1% of the gross sale or purchase price of vessels or companies. The commission fees relating to vessels purchased (“Commissions – vessels purchased”) are capitalized to the cost of the vessels as incurred, and are included in “Vessels, net” in the unaudited interim condensed consolidated balance sheets.

The Manager also provides crew management services to the vessels. These services have been subcontracted by the Manager to an affiliated ship-management company, Hellenic Manning Overseas Inc.. The Company pays to the Manager a fixed monthly fee of $2,500 per vessel for these services (the “Crew management fees”) and the related expense is included in “Operating expenses – related party” in the unaudited interim condensed consolidated statements of comprehensive income.

In addition to management services, the Company reimburses the Manager for the compensation of its executive officers (the “Executive compensation”). Furthermore, the Company rents office space from the Manager and incurs a rental expense (the “Rental Expense”). The related expenses are included in “General and administrative expenses – related party” in the unaudited interim condensed consolidated statements of comprehensive income.

The current account balance with the Manager at December 31, 2024 and March 31, 2025 was a liability of $1,441,251 and $2,413,771, respectively. The liability as at December 31, 2024 and as at March 31, 2025, mainly represents payments made by the Manager on behalf of the Company.

On July 7, 2023, the Company entered into a memorandum of agreement with Imperial Petroleum Inc. for the acquisition of the vessel “Afrapearl II” for an aggregate consideration of $43,000,000. The vessel was delivered to the Company on July 14, 2023. 10% of the total consideration i.e. $4,300,000 was paid in cash, while the remaining amount of $38,700,000 was paid in July 2024 and had no stated interest. The vessel was recorded at its fair value of $40,000,000 as determined by an independent broker and the liability was recorded at $35,700,000 (the “Remaining Purchase Price”) on July 7, 2023. Since the payment of the remaining amount depended only on the passage of time, this arrangement was accounted for as seller financing and the financing component amounting to $3,000,000, being the difference between the Remaining Purchase Price and the amount of $38,700,000 that was paid in July 2024, was accounted for as interest over the life of the liability i.e. until July 2024. The interest expense amounting to $750,617 for the three month period ended March 31, 2024, is included in “Interest and finance costs – related party” in the unaudited interim condensed consolidated statement of comprehensive income.

 

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On April 10, 2024, the Company entered into a memorandum of agreement with Transamerica Logistics Inc., a company affiliated with members of the family of the Company’s Non-Executive Chairman for the acquisition of the vessel “Eco Spitfire” for an aggregate consideration of $16,190,000. The vessel was delivered to the Company on May 10, 2024. 10% of the total consideration i.e. $1,619,000 was paid in cash, while the remaining amount of $14,571,000 is payable in April 2025 and has no stated interest. The vessel was recorded at its fair value of $15,000,000 as determined by an independent broker and the liability was recorded at $13,381,000 (the “Remaining purchase price”) on May 10, 2024. Since the payment of the remaining amount of $14,571,000 depends only on the passage of time, this arrangement has been accounted for as seller financing and the financing component amounting to $1,190,000, being the difference between the Remaining purchase price and the amount of $14,571,000 payable in April 2025, will be accounted for as interest over the life of the liability i.e. until April 2025. The interest expense amounting to $328,582 for the three-month period ended March 31, 2025, is included in “Interest and finance costs – related party” in the unaudited interim condensed consolidated statement of comprehensive income.

The current account balance with Imperial Petroleum Inc. at March 31, 2025 was a liability of $158,333 (December 31, 2024: $162,500). The liability for both periods related to the accrued dividend payable on Series A Preferred Shares.

The current account balance with Transamerica Logistics Inc., the company affiliated with members of the family of the Company’s Non-Executive Chairman, at March 31, 2025 was a liability of $15,077,777 (December 31, 2024: liability of $14,715,810). The liability related to the outstanding amount for the acquisition of the vessel “Eco Spitfire” which included the remaining purchase price, accrued interest and payables of $544,130 relating to inventory on board the vessel. This balance was fully paid in April 2025.

The amounts charged by the Company’s related parties comprised the following:

 

    

Location in unaudited interim
condensed consolidated statements
of comprehensive income

   Three-month
period ended
March 31, 2024
     Three-month
period ended
March 31, 2025
 

Management fees charged by Brave Maritime Corp.

   Management fees – related party      120,120        158,400  

Brokerage commissions charged by Brave Maritime Corp.

   Voyage expenses – related party      161,903        108,979  

Superintendent fees

   Vessels’ operating expenses – related party      11,000        2,500  

Crew management fees charged by Brave Maritime Corp.

   Vessels’ operating expenses – related party      22,500        30,000  

Executive compensation

   General and administrative expenses– related party      111,436        108,954  

Rental expense

   General and administrative expenses– related party      —         15,872  

Interest expense

   Interest and finance costs – related parties      750,617        328,582  
  

 

  

 

 

    

 

 

 

 

4.

Inventories

The amounts shown in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:

 

     December 31,      March 31,  
     2024      2025  

Bunkers

     554,165        1,295,417  

Lubricants

     329,983        307,202  
  

 

 

    

 

 

 

Total

     884,148        1,602,619  
  

 

 

    

 

 

 

 

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5.

Vessels, Net

The amounts shown in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:

 

     Vessel
cost
     Accumulated
depreciation
     Net book
value
 

Balance, December 31, 2024

     94,990,150        (10,840,345      84,149,805  
  

 

 

    

 

 

    

 

 

 

Depreciation for the period

     —         (1,625,471      (1,625,471
  

 

 

    

 

 

    

 

 

 

Balance, March 31, 2025

     94,990,150        (12,465,816      82,524,334  
  

 

 

    

 

 

    

 

 

 

At March 31, 2025, the Company performed an impairment review of its vessels since the book values of three vessels were substantially higher than their market values. As a result of the impairment review, undiscounted net operating cash flows exceeded each vessel’s carrying value and no impairment loss was recognized for the three-month period ended March 31, 2025.

 

6.

Accrued and Other Liabilities

The amounts shown in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:

 

     December 31,
2024
     March 31,
2025
 

Vessel operating expenses

     965,641        901,455  

Voyage expenses

     155,275        207,810  

Administrative expenses

     151,179        119,544  
  

 

 

    

 

 

 

Total

     1,272,095        1,228,809  

 

7.

Fair Value of Financial Instruments and Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, time deposits, trade and other receivables, balances with related parties, trade accounts payable and accrued and other liabilities and warrant liability. The Company limits its credit risk with respect to accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its trade accounts receivable.

Fair Value Disclosures: The Company has categorized assets and liabilities recorded at fair value based upon the fair value hierarchy specified by the guidance. The levels of fair value hierarchy are as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The carrying values of cash and cash equivalents, time deposits, balances with related parties, trade and other receivables, trade accounts payable and accrued and other liabilities are reasonable estimates of their fair value due to the short-term nature of these financial instruments. Cash and cash equivalents and time deposits are considered Level 1 items as they represent liquid assets with short-term maturities. The fair value of the Class B1, Class B2, Class C1 and Class C2 warrant liability is measured at each reporting period end and at each settlement date using the Black & Scholes model and is considered Level 3 item as it is derived by using significant unobservable inputs such as historical volatility.

 

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8.

Stockholders’ equity

Details of the Company’s common stock and preferred stock are discussed in Note 8 of the 2024 Consolidated Financial Statements.

Common stock and warrants:

As of March 31, 2025, the exercise price and number of shares issuable upon exercise of the then outstanding Class B1, Class B2, Class C1 and Class C2 warrants was $1.3007, based on the lowest daily VWAP for the Company’s common stock during the adjustment period commencing five consecutive trading days immediately preceding and the five consecutive trading days following the reverse stock split effective on December 31, 2024 (Note 1). Following the reverse stock split effective on April 3, 2025 (Note 1), the exercise price of the Class B1, Class B2, Class C1 and Class C2 warrants was further adjusted to $3.0391, based on the lowest daily VWAP for the Company’s common stock during an adjustment period commencing five consecutive trading days immediately preceding and the five consecutive trading days following the reverse stock split effective on April 3, 2025, and the number of shares issuable upon exercise of the warrants were adjusted, as presented below, pursuant to the terms of the warrants, such that the aggregate exercise price of such warrants as of their original issuance date will remain unchanged.

 

Warrant    Shares to be issued upon
exercise of remaining
warrants based on the
estimated exercise price
of $1.3007 as of
March 31, 2025
     Shares to be issued upon
exercise of remaining
warrants existed as of
March 31, 2025
based on the exercise
price of $3.0391
 

Class B1

     122,628        52,511  

Class B2

     7,238,127        3,097,842  

Class C1

     29,553        12,649  

Class C2

     7,602,308        3,253,708  
  

 

 

    

 

 

 

Total

     14,992,616        6,416,710  
  

 

 

    

 

 

 

As of March 31, 2025, the Company re-valued the outstanding warrants classified as liabilities. For the three months ended March 31, 2025, the Company recognized a gain of $6,866,761 (2024: loss of $629,871) resulting from the change in the fair value of the liability for the unexercised warrants. The value of the outstanding warrants as of March 31, 2025, was $3,570,273 (December 31, 2024: $10,437,034) and presented under ‘Warrant liability” in the unaudited interim condensed consolidated balance sheets. The Company values its warrants classified as liabilities using Level 3 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements, as they are derived by using significant unobservable inputs such as historical volatility. The Company uses the Black & Scholes model for the valuation of the warrants at their issuance and at each settlement and measurement date, under the following assumptions (a) expected volatility (b) risk free rate (c) market value of common stock of, which was the current market price as of the date of each fair value measurement.

For the valuation at March 31, 2025, the Company used a volatility of 60.96%, a risk free rate of 3.96% and a market value of common stock of $3.9.

The following table presents the changes in the warrant liability during the period:

 

Balance as of December 31, 2024

     10,437,034  

Change in fair value of warrants

     (6,866,761

Balance as of March 31, 2025

     3,570,273  

 

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Preferred shares:

As of March 31, 2025, the conversion price of Series A Preferred shares was adjusted to $1.3007, after the RSS effective on December 31, 2024 (Note 1) and further adjusted to $3.0391, after the RSS effective on April 3, 2025 (Note 1). Pursuant to ASC 260, Earnings per Share, the Company recorded a deemed dividend for the down round adjustment of $462,000 which reduced income available to common shareholders in the Company’s earnings per share calculation (Note 9).

Aggregate dividends of $0.2 million were paid on the Company’s Series A Preferred Shares during the three months ended March 31, 2025.

 

9.

Earnings per share

All of the Company’s shares (including non-vested restricted stock issued under the Company’s equity compensation plans) participate equally in dividend distributions and in undistributed earnings. The Company applies the two-class method of computing earnings per share (“EPS”) as the unvested share-based payment awards that contain rights to receive non forfeitable dividends are participating securities. Dividends declared during the period for non-vested restricted stock as well as undistributed earnings allocated to non-vested stock are deducted from net income for the purpose of the computation of basic earnings per share in accordance with the two-class method. The denominator of the basic earnings per common share excludes any non-vested shares as such they are not considered outstanding until the time-based vesting restriction has elapsed. The denominator of the basic earnings per common share includes the total shares issuable upon the cashless exercise of the Class B1 and Class C1 warrants, as the exercise of the warrants is considered virtually certain taking into account that the holder of such warrants may elect to exercise them for no consideration. The Company calculates basic and diluted earnings per share as follows:

 

     Three-Month Period Ended
March 31,

2024
    Three-Month Period Ended
March 31,
2025
 
     Basic EPS     Diluted EPS     Basic EPS     Diluted EPS  

Numerator

        

Net income

     3,786,620       3,786,620       7,916,841       7,916,841  

Less: Cumulative dividends on Series A Perpetual Convertible Preferred Shares

     (189,583     (189,583     (187,500     —   

Less: Down round deemed dividend on Series A Perpetual Convertible Preferred Shares (Note 8)

     (2,862,000     (2,862,000     (462,000     —   

Less: Undistributed earnings allocated to non-vested shares

     (8,803     (8,803     (341,382     (341,382

Less: Changes in value of warrant liability

     —        —        —        (7,261,964

Net income attributable to common shareholders

     726,234       726,234       6,925,959       313,495  

Denominator

        

Weighted average number of shares outstanding, basic

     43,716       43,716       465,245       465,245  

Unexercised warrants

     —        —        —        11,708,971  

Option to purchase common shares

     —        —        —        121,772  

Series A Perpetual Convertible Preferred Shares

     —        —        —        11,532,252  

Effect of dilutive shares

     —        —        —        23,362,995  

Weighted average number of shares outstanding, diluted

     —        43,716       —        23,828,240  

Earnings per share

     16.61       16.61       14.89       0.01  

 

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As of March 31, 2025, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, are any incremental shares resulting from the non-vested restricted shares and any incremental shares resulting from the exercise of the unexercised Class A warrants that were out-of-the money as of the reporting date, calculated using the treasury stock method. As of March 31, 2025, the number of common shares that can potentially be issued under the outstanding warrants are 3,177 common shares, the aggregate number of unvested restricted shares were 22,932.

As of March 31, 2024, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, are any incremental shares resulting from the non-vested restricted shares, any incremental shares resulting from the exercise of the unexercised Class A, B2 and C2 warrants that were out-of-the money as of the reporting date, calculated using the treasury stock method, as well as the 11,532,252 common shares issuable upon the conversion of the outstanding Series A Preferred Shares calculated with the “if converted” method. As of March 31, 2024, the number of common shares that can potentially be issued under the outstanding warrants are 14,843,612 common shares and the aggregate number of unvested restricted shares were 530.

 

10.

Revenues

The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as follows:

 

     Three-month period
ended March 31, 2024
     Three-month period
ended March 31, 2025
 

Time charter revenues

     2,518,230        2,186,825  

Voyage charter revenues

     10,057,693        6,331,574  

Other income

     216,088        152,265  
  

 

 

    

 

 

 

Total

     12,792,011        8,670,664  

The Company generates its revenues from time charters and voyage charters. A significant portion of the voyage hire is typically paid upon the completion of the voyage.

The amount of revenue earned as demurrage relating to the Company’s voyage charters for the three-month period ended March 31, 2024 and 2025 was $1,649,261 and $319,976, respectively, and is included within “Voyage charter revenues” in the above table.

As of December 31, 2024 and March 31, 2025, receivables from the Company’s voyage charters amounted to $1,246,222 and $1,674,469 , respectively.

As of December 31, 2024 and March 31, 2025, the Company recognized $nil and $649,692, respectively, of contract fulfillment costs which mainly represent bunker expenses incurred prior to commencement of loading relating to the Company’s voyage charters. These costs are recorded in “Other current assets” in the unaudited interim condensed consolidated balance sheets.

The Company’s time charters have a period of up to 2 months. As of March 31, 2025, the time charters under which the Company’s vessels were employed had a remaining term of less than 2 months.

 

11.

Equity Compensation Plan

Details of the Company’s equity compensation plan (the “Plan”) are discussed in Note 14 of the 2024 Consolidated Financial Statements.

 

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12.

Income Taxes

The Company is incorporated in the Marshall Islands where the laws do not impose tax on international shipping income. However, the Company is subject to registration and tonnage taxes in the country in which the vessel is registered and managed from, which have been included in vessel operating expenses in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

 

13.

Commitments and Contingencies

From time to time the Company expects to be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any such claims or contingent liabilities which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.

Future minimum contractual charter revenues, gross of commissions, based on vessels committed to non-cancellable, time charter contracts as of March 31, 2025, amount to $811,400 during the 12-month period ending March 31, 2026.

 

14.

Subsequent Events

Effective as of April 3, 2025, the Company effected a 1-for-6 reverse stock split of its shares of common stock (Note 1).

In April 2025, the Company paid off the remaining 90% purchase price on the Handysize drybulk carrier, amounting to $14.8 million, using cash provided by operations, cash on hand and net proceeds from equity offerings.

 

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