Pandora Consultants II Discloses 2.7% Stake in C3IS (Schedule 13G/A)

Rhea-AI Filing Summary

C3IS Inc. Schedule 13G/A amendment reports common stock ownership by Pandora Consultants II SA and two individuals who control that entity. Pandora Consultants II SA holds 42,940 shares, representing 2.7% of the class. Mr. Nikolaos Vafias and Ms. Theano Vafias control Pandora Consultants II SA and therefore indirectly beneficially own 42,940 shares; Nikolaos Vafias also reports 6 shares of sole voting and dispositive power, bringing his aggregate to 42,946 shares (2.7%). The filing is an amendment and lists the issuer address in Athens and CUSIP Y18284169. The reporting persons certify the shares were not acquired to influence control of the issuer.

Positive

• Clear disclosure of beneficial ownership and control relationships between Pandora Consultants II SA and the Vafias individuals
• Certification that the shares were not acquired to influence control, reducing governance uncertainty

Negative

• Stake is small (2.7%), so the filing signals limited influence and is unlikely to affect strategic direction
• No additional material information such as purchase dates, price, or intent beyond passive ownership is provided

Insights

Corporate Governance Expert

TL;DR: Disclosure clarifies ownership and control structure but shows a sub-5% passive stake with no control intent.

The Schedule 13G/A provides transparent attribution of a small equity stake to a private vehicle and the two individuals who control it. At 2.7% ownership the position is below the 5% threshold that typically signals a potential shift in control. The separate reporting of 6 sole shares by Mr. Vafias is immaterial in size but useful for a full beneficial-ownership picture. The certification that the stake was not acquired to influence control reduces governance risk related to activist intentions.

Securities Analyst

TL;DR: Position is small and non-activist; limited market or strategic impact expected.

From an investor-impact viewpoint, the aggregate 42,940-share position (2.7%) held through Pandora Consultants II SA is a disclosure of interest rather than a strategic move. No material transactions, increases, or intent to change control are stated. The filing updates beneficial ownership attribution and confirms individual and entity reporting roles, which supports accurate shareholder records but is unlikely to affect valuation or liquidity given the modest stake size.

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)

09/30/2025

(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

Pandora Consultants II SA

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 42,940.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 42,940.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,940.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.7 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) Pandora Consultants II SA holds 42,940 of the reported shares. Mr. Nikolaos Vafias and his wife, Ms. Theano Vafias, control Pandora Consultants II SA and indirectly beneficially own the 42,940 shares held by Pandora Consultants II SA.

SCHEDULE 13G

CUSIP No. Y18284169

1

Names of Reporting Persons

Theano Vafias

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

GREECE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 42,940.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 42,940.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,940.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) All reported shares are held by Pandora Consultants II SA. Ms. Theano Vafias and her husband, Mr. Nikolaos Vafias, control Pandora Consultants II SA and indirectly beneficially own the 42,940 shares held by Pandora Consultants II SA.

SCHEDULE 13G

CUSIP No. Y18284169

1

Names of Reporting Persons

Nikolaos Vafias

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

GREECE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6.00
6	Shared Voting Power 42,940.00
7	Sole Dispositive Power 6.00
8	Shared Dispositive Power 42,940.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,946.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) All reported shares are held by Pandora Consultants II SA. Ms. Theano Vafias and her husband, Mr. Nikolaos Vafias, control Pandora Consultants II SA and indirectly beneficially own the 42,940 shares held by Pandora Consultants II SA.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: C3IS INC.
(b)	Address of issuer's principal executive offices: 331 Kifissias Avenue Erithea 14561 Athens Greece
Item 2.
(a)	Name of person filing: This statement is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) between (i) Pandora Consultants II SA, a British Virgin Islands company, (ii) Nikolaos Vafias, an individual of Greek citizenship, and (iii) Theano Vafias, an individual of Greek citizenship (sometimes collectively referred to as the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: Pandora Consultants II SA: Kingston Chambers, P.O. BOX 173, Road Town, Tortola, BRITISH VIRGIN ISLANDS Nikolaos Vafias: Menandrou Street, 12, Flat 502 1066 Nicosia, Cyprus Theano Vafias: Menandrou Street, 12, Flat 502 1066 Nicosia, Cyprus
(c)	Citizenship: See Item 2(a) above.
(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: The information in Item 1 and Items 5 through 11 on the cover pages of this Schedule 13G is incorporated herein by reference.
(b)	Percent of class:
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote:
	(ii) Shared power to vote or to direct the vote:
	(iii) Sole power to dispose or to direct the disposition of:
	(iv) Shared power to dispose or to direct the disposition of:
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.

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.

Pandora Consultants II SA

Signature:	/s/ Nikolaos Vafias
Name/Title:	Nikolaos Vafias, Director
Date:	10/02/2025

Theano Vafias

Signature:	/s/ Theano Vafias
Name/Title:	Theano Vafias
Date:	10/02/2025

Nikolaos Vafias

Signature:	/s/ Nikolaos Vafias
Name/Title:	Nikolaos Vafias
Date:	10/02/2025

FAQ

What stake in CISS does Pandora Consultants II SA report?

Pandora Consultants II SA reports beneficial ownership of 42,940 shares, representing 2.7% of C3IS Inc.'s common stock (CUSIP Y18284169).

Who controls the shares reported on the Schedule 13G/A for CISS?

Mr. Nikolaos Vafias and Ms. Theano Vafias control Pandora Consultants II SA and thus indirectly beneficially own the 42,940 shares reported.

Does the filing indicate any intent to influence control of C3IS?

No. The filing includes a certification stating the securities were not acquired to change or influence control of the issuer.

Are there any sole voting or dispositive powers reported by the individuals?

Yes. Nikolaos Vafias reports 6 shares of sole voting and dispositive power; shared voting and dispositive power is reported as 42,940 shares.

When was this Schedule 13G/A signed?

The signatures on the filing are dated 10/02/2025, and the event date listed is 09/30/2025.