Evergreen Capital Management LLC filed an amended Schedule 13G reporting beneficial ownership of 9.99% of C3is Inc. common stock. The firm reports beneficial ownership of 443,213 securities, consisting of 425,000 common shares and 18,213 pre-funded warrants to purchase common shares. The 9.99% figure is based on 4,418,378 C3is common shares outstanding after an offering, as described in a prospectus filed under Rule 424(b)(4). Evergreen notes additional pre-funded and Series D and E warrants to purchase common shares that are subject to a 9.99% beneficial ownership limitation, so these are not included in the reported amount. The filing certifies that the securities are not held for the purpose of changing or influencing control of C3is Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
C3is Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y18284169
(CUSIP Number)
12/11/2025
(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)
SCHEDULE 13G
CUSIP No.
Y18284169
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
443,213.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
443,213.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
443,213.00
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.:
Y18284169
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:
443,213
The amounts in Row (5), (7) and (9) represent 425,000 Common Shares and 18,213 Pre-Funded Warrants to purchase Common Shares. The amounts do not include 1,431,787 Pre-Funded Warrants to purchase Common Shares, 1,875,000 Series D Warrants to purchase Common Shares, and 1,875,000 Series E Warrants to purchase Common Shares, each of which are subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the reporting person is based on 4,418,378 Common Shares outstanding after the offering (assuming no exercise of the Pre-Funded Warrant, Class D Warrants, or Class E warrants issued in the offering), based on the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on December 11, 2025.
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) 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:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
443,213
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
443,213
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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 stake in C3is Inc. (CISS) does Evergreen Capital Management LLC report?
Evergreen Capital Management LLC reports 9.99% beneficial ownership of C3is Inc. common stock, as disclosed in its amended Schedule 13G.
How many C3is Inc. securities does Evergreen Capital Management LLC beneficially own?
Evergreen Capital Management LLC reports beneficial ownership of 443,213 securities, consisting of 425,000 common shares and 18,213 pre-funded warrants to purchase common shares.
What share count did Evergreen use to calculate its 9.99% ownership in C3is (CISS)?
The 9.99% ownership is based on 4,418,378 C3is common shares outstanding after an offering, as referenced from a prospectus filed under Rule 424(b)(4).
Does Evergreen Capital Management LLC hold additional C3is warrants not counted in the 9.99% stake?
Yes. Evergreen states that additional pre-funded warrants and Series D and Series E warrants to purchase C3is common shares are subject to a 9.99% beneficial ownership limitation and therefore are not included in the reported 443,213 securities.
Is Evergreen Capital Management LLC seeking to influence control of C3is Inc.?
The certification states that the securities were not acquired and are not held for the purpose of, or with the effect of, changing or influencing the control of C3is Inc.
Who signs the Schedule 13G/A filing for Evergreen Capital Management LLC regarding C3is (CISS)?
The filing is signed by Jeffrey Pazdro, identified as Manager of Evergreen Capital Management LLC.
