C3is Inc. exit filing: Evergreen Capital Management LLC reports it no longer beneficially owns more than five percent of C3is common stock, reporting beneficial ownership of 27,746 shares representing 4.99%. The percentage is calculated on 528,305 shares outstanding as of April 27, 2026.
The reporting person holds Series D Warrants exercisable for up to 46,719 shares, but the cover-page counts only warrants for 27,746 shares and excludes 18,973 shares that are not issuable due to a 4.99% beneficial ownership limitation. This Amendment No. 2 constitutes an exit filing.
Positive
None.
Negative
None.
Insights
Neutral exit filing signals reduction below the 5% reporting threshold.
The filing states Evergreen Capital Management LLC holds 27,746 shares, equal to 4.99% of the issuer, calculated on April 27, 2026. The position arises from Series D Warrants with an exercisable cap tied to a beneficial ownership limitation.
Future disclosures will show any further changes; cash-flow treatment and whether any exercises occurred are timing and execution items not described in the excerpt.
This Amendment No. 2 functions as an exit filing under Section 13 disclosures.
The statement expressly amends prior filings and notes the reporting person "has ceased to be the beneficial owner of more than five percent" and updates Item 4 and the cover page. The filing preserves the 4.99% cap language as a limiting contractual provision in the Warrants.
Material legal qualifiers include the ownership limitation and the reliance on the issuer's reported April 27, 2026 outstanding share count when computing the percentage.
Key Figures
Beneficial ownership:27,746 sharesPercent of class:4.99%Shares outstanding (as of):528,305 shares+2 more
5 metrics
Beneficial ownership27,746 sharesReported beneficially owned by Evergreen Capital Management LLC
Percent of class4.99%Percent of common stock based on issuer's outstanding share count
Shares outstanding (as of)528,305 sharesOutstanding shares as of <date>April 27, 2026</date>
Series D Warrants exercisable46,719 sharesWarrants held by the reporting person exercisable into common stock
Shares excluded due to cap18,973 sharesNot issuable to reporting person because of the 4.99% beneficial ownership limitation
Key Terms
Series D Warrants, beneficial ownership limitation, exit filing
3 terms
Series D Warrantsfinancial
"The reporting person holds Series D Warrants exercisable for up to 46,719 shares"
beneficial ownership limitationregulatory
"not issuable to the reporting person due to a 4.99% beneficial ownership limitation provision"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
exit filingregulatory
"This Amendment No. 2 constitutes an exit filing for the reporting person"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
C3is Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y18284300
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Evergreen Capital Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
27,746.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
27,746.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,746.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
Address or principal business office or, if none, residence:
156 W. Saddle River Road, Saddle River, New Jersey 07458
(c)
Citizenship:
United States
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
Y18284300
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The purpose of this Amendment No. 2 to the Statement on Schedule 13G (this "Amendment No. 2") is to amend and supplement the Statement on Schedule 13G filed by the reporting person with the U.S. Securities and Exchange Commission (the "SEC") on January 8, 2026 (the "Schedule 13G"), as amended by Amendment No. 1 to Schedule 13G, filed by the reporting person with the SEC on January 14, 2026 (the "Amendment No. 1") in order to update the beneficial ownership information on the cover page and in Item 4 in the Schedule 13G and Amendment No. 1, including to indicate that the reporting person has ceased to be the beneficial owner of more than five percent of the outstanding shares of common stock, par value $0.01 per share, of the issuer (the "Common Stock") and to amend Item 5 of the Schedule 13G and Amendment No. 1 accordingly. This Amendment No. 2 constitutes an exit filing for the reporting person. The information required by this item with respect to the reporting person is set forth in Rows 5 through 9 and 11 of the cover page to this Amendment No. 2 and is incorporated herein by reference for the reporting person.
The reporting person holds Series D Warrants exercisable for up to 46,719 shares of Common Stock (the "Warrants"). The amounts in Rows (5), (7) and (9) represent Warrants to purchase up to 27,746 shares of Common Stock, and exclude 18,973 shares of Common stock which are not issuable to the reporting person due to a 4.99% beneficial ownership limitation provision in the Warrants. The percentage set forth on Row (11) of the cover page for the reporting person is based on 528,305 shares of Common Stock outstanding as of April 27, 2026, after giving effect to the issuer's 1-for-7 reverse stock split of its outstanding shares of Common Stock effected on April 27, 2026, based on the issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on April 27, 2026.
Jeffrey Pazdro is the Manager of the reporting person. As Such, Mr. Pazdro may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the securities described herein. To the extent Mr. Pazdro is deemed to beneficially own such securities, Mr. Pazdro disclaims beneficial ownership of these securities for all other purposes.
(b)
Percent of class:
4.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
27,746
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
27,746
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What does Evergreen Capital's 13G/A Amendment mean for CISS ownership?
It means Evergreen reports beneficial ownership of 27,746 shares (4.99%). The filing says the percentage is based on 528,305 shares outstanding as of April 27, 2026, and the Amendment No. 2 is an exit filing indicating sub‑5% ownership.
How many warrants does Evergreen hold and how many are exercisable?
The reporting person holds Series D Warrants exercisable for up to 46,719 shares. The cover page counts warrants for 27,746 shares and excludes 18,973 shares due to a 4.99% beneficial ownership limitation.
What is the beneficial ownership limitation referenced in the filing?
It is a contractual 4.99% cap in the Warrants that prevents issuance above that threshold. The filing states 18,973 shares are not issuable to the reporting person because of this limitation.
On what share count is the 4.99% figure based?
The percentage is based on an outstanding share count of 528,305 shares as of April 27, 2026. The filing ties the calculation to the issuer's Form 6‑K reporting the 1‑for‑7 reverse split on that date.
Does this filing indicate Evergreen sold shares or exercised warrants?
The Amendment states it is an exit filing showing ownership fell below 5%; it does not describe sales or exercises. The filing updates beneficial ownership figures and notes the warrant limitation condition.
