C3is Inc. received an Amendment No. 1 to a Schedule 13G filed jointly by Wexford Capital LP, Wexford GP LLC, Charles E. Davidson and Joseph M. Jacobs reporting shared beneficial ownership of 112,014 shares of Common Stock, representing 7.02% of the 1,596,407 shares outstanding as reported to Wexford Capital on September 26, 2025. The filing explains that Wexford Capital serves as sub-advisor or investment manager to several Wexford Funds that hold the shares and that Wexford GP, Davidson and Jacobs may be deemed to beneficially own the securities by virtue of their relationships with Wexford Capital and the funds. Each Reporting Person disclaims beneficial ownership except to the extent of pecuniary interest.
Positive
Material disclosure of a >5% stake (7.02%) improves transparency for investors
Shared voting and dispositive power among related entities could imply coordinated influence despite disclaimers
Filing does not specify which Wexford Funds hold the shares, limiting clarity on ultimate holders
Insights
TL;DR: A disclosed stake of 7.02% by Wexford-linked entities is material and may trigger investor attention or strategic interest.
The Schedule 13G/A shows the Wexford group holds 112,014 shares, equal to 7.02% of reported outstanding common stock based on the issuer-provided count of 1,596,407 shares. This ownership crosses the 5% threshold that typically requires public disclosure and may lead market participants to monitor for further activity. The filing is an amendment reflecting updated share count information furnished by the issuer; no change-of-control intent is asserted.
TL;DR: Reported shared voting/dispositive power indicates coordinated influence but the filers disclaim beneficial ownership beyond pecuniary interest.
The document attributes shared voting power and shared dispositive power of 112,014 shares to Wexford Capital, Wexford GP, and two individuals, reflecting governance linkage through fund management and general partner relationships. The filers explicitly disclaim beneficial ownership except for pecuniary interests of the two individuals, and certify the holdings were not acquired to change control. This limits immediate governance implications but confirms a significant passive stake.
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)
BBG01GSFY8Z6
(CUSIP Number)
09/19/2025
(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.
BBG01GSFY8Z6
1
Names of Reporting Persons
WEXFORD CAPITAL LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
112,014.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
112,014.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
112,014.00
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)
7.02 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Ownership as of September 26, 2025. See Item 4(b) for additional details.
SCHEDULE 13G
CUSIP No.
BBG01GSFY8Z6
1
Names of Reporting Persons
Wexford GP 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
112,014.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
112,014.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
112,014.00
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)
7.02 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Ownership as of September 26, 2025. See Item 4(b) for additional details.
SCHEDULE 13G
CUSIP No.
BBG01GSFY8Z6
1
Names of Reporting Persons
Charles Davidson
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
0.00
6
Shared Voting Power
112,014.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
112,014.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
112,014.00
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)
7.02 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Ownership as of September 26, 2025. See Item 4(b) for additional details.
SCHEDULE 13G
CUSIP No.
BBG01GSFY8Z6
1
Names of Reporting Persons
Joseph Jacobs
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
0.00
6
Shared Voting Power
112,014.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
112,014.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
112,014.00
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)
7.02 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Ownership as of September 26, 2025. See Item 4(b) for additional details.
Wexford Capital LP, Wexford GP LLC, Charles E. Davidson and Joseph M. Jacobs (collectively, the "Reporting Persons") are hereby jointly filing this Amendment No. 1 (the "Amendment") to the Schedule 13G filed on September 24, 2025 because such Reporting Persons may be deemed to beneficially own the securities named in Item 1 held by certain Wexford Funds (as defined below) due to certain affiliations among the Reporting Persons. This Amendment reflects new information provided by the Issuer to Wexford Capital LP with respect to its outstanding shares of Common Stock. See Item 4(b) for additional details.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is c/o Wexford Capital LP, 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401.
(c)
Citizenship:
Each of Wexford Capital LP and Wexford GP LLC are formed in Delaware. Each of Charles E. Davidson and Joseph M. Jacobs are United States citizens.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
BBG01GSFY8Z6
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 required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference, and reflects the ownership of the Reporting Persons on September 26, 2025. See Item 4(b) for additional details.
Wexford Capital LP ("Wexford Capital") may, by reason of its status as (i) sub-advisor of each of Wexford Spectrum Trading Limited ("WST") and Wexford Catalyst Trading Limited ("WCT") and (ii) investment manager of Wexford Focused Trading Limited ("WFT", and together with WST and WCT, the "Wexford Funds"), be deemed to own beneficially the securities held by the Wexford Funds. Wexford GP LLC ("Wexford GP") may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities held by the Wexford Funds. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs") may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities held by the Wexford Funds. Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by the Wexford Funds. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities held by the Wexford Funds and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective pecuniary interests therein.
(b)
Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The information in Row 11 is calculated on the basis of 1,596,407 shares of Common Stock issued and outstanding, as reported by the Issuer directly to Wexford Capital on September 26, 2025, and reflects the ownership of the Reporting Persons on such date.
As of the date of event that required the filing of this Schedule 13G, the Reporting Persons may have been deemed to beneficially own more than 5% of the outstanding shares of Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Wexford Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
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.
WEXFORD CAPITAL LP
Signature:
/s/ Mark E. Ahern
Name/Title:
By: Wexford GP LLC, its General Partner, By: Mark E. Ahern, Vice President and Assistant Secretary
Date:
09/29/2025
Wexford GP LLC
Signature:
/s/ Mark E. Ahern
Name/Title:
Wexford GP LLC, By: Mark E. Ahern, Vice President and Assistant Secretary
The Reporting Persons disclose beneficial ownership of 112,014 shares, representing 7.02% of C3is Inc.'s outstanding common stock based on 1,596,407 shares.
Who filed the Schedule 13G/A for CISS?
The amendment was filed jointly by Wexford Capital LP, Wexford GP LLC, Charles E. Davidson and Joseph M. Jacobs.
When is the ownership reported as of?
The ownership information reflects holdings as of September 26, 2025, with the amendment dated in late September 2025.
Does the filing indicate intent to influence control of C3is (CISS)?
No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control; the filing is a Schedule 13G/A disclosure.
How is the 7.02% figure calculated?
The percentage is calculated using the issuer-provided outstanding share count of 1,596,407 shares, as reported to Wexford Capital on September 26, 2025.
