Wexford Discloses 10.23% Stake in C3is (CISS) — 110,382 Shares
C3is Inc. Schedule 13G shows Wexford-affiliated reporting persons jointly hold 110,382 shares of C3is common stock, representing 10.23% of the 1,079,208 shares outstanding used for the calculation.
C3is Inc. Schedule 13G shows Wexford-affiliated reporting persons jointly hold 110,382 shares of C3is common stock, representing 10.23% of the 1,079,208 shares outstanding used for the calculation. The holdings are reported as shared voting and dispositive power with no sole voting or dispositive power. The filing attributes ownership to certain Wexford funds and explains that Wexford Capital LP, Wexford GP LLC, Charles E. Davidson and Joseph M. Jacobs share the power to vote and dispose of the shares, while disclaiming beneficial ownership except to the extent of pecuniary interest for Davidson and Jacobs. The percentage is based on the issuer's Form F-1 reported share count as of August 31, 2025, and the ownership position is stated as of September 22, 2025.
Positive
Material disclosure of a >10% position provides transparency to the market
Joint Filing Agreement and detailed attribution clarify relationships among reporting persons
Negative
Concentration risk: a single affiliated group holds 10.23% of outstanding shares
Shared voting power indicates potential coordination that some investors may view as governance risk
Insights
TL;DR: Wexford group disclosed a >10% passive stake with shared control via funds.
The Schedule 13G indicates the Wexford reporting persons collectively may be deemed to beneficially own 110,382 shares or 10.23% of C3is based on the registrant's F-1 share count. The position is reported under shared voting and dispositive power, consistent with holdings held by affiliated funds rather than direct sole ownership. The filing includes a disclaimer of beneficial ownership by the entities except for pecuniary interests of two individuals, which is common for fund-structured holdings. For investors, this is a material passive stake disclosure but not an active control assertion.
TL;DR: Disclosure shows group coordination and joint filing, not necessarily a control intent.
The document cites a Joint Filing Agreement and describes the relationships among Wexford Capital, its GP and two principals, explaining why the reporting persons filed jointly. The shared voting and dispositive powers reflect fund-level arrangements; the certification affirms the stake was not acquired to influence control. This filing clarifies governance signaling: material ownership disclosed but accompanied by explicit disclaimers to limit control implications.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Wexford report in CISS?
The filing reports 110,382 shares, equal to 10.23% of C3is common stock based on 1,079,208 shares outstanding used for the calculation.
Who are the reporting persons on the Schedule 13G for CISS?
The reporting persons are Wexford Capital LP, Wexford GP LLC, Charles E. Davidson and Joseph M. Jacobs.
Does the filing indicate sole voting or dispositive power for the reporting persons?
No; the filing reports 0 shares with sole voting or dispositive power and 110,382 shares with shared voting and dispositive power.
As of what date is the ownership reported?
Ownership is reported as of September 22, 2025, with the share count for percentage calculation as of August 31, 2025 from the issuer's Form F-1.
Was the stake disclosed as intended to influence control of C3is (CISS)?
The certification states the securities were not acquired to change or influence control of the issuer, consistent with a Schedule 13G passive disclosure.
Wexford Capital LP, Wexford GP LLC, Charles E. Davidson and Joseph M. Jacobs (collectively, the "Reporting Persons") are hereby jointly filing this Schedule 13G because such Reporting Persons may be deemed to beneficially own the same securities directly acquired from the Issuer named in Item 1 by certain Wexford Funds (as defined below) due to certain affiliations among the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Reporting Persons have executed a written agreement relating to the joint filing of this Schedule 13G (the "Joint Filing Agreement"), a copy of which is annexed hereto as Exhibit 99.1.
(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.
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 1,079,208 shares of Common Stock issued and outstanding as of August 31, 2025, as reported by the Issuer in the Form F-1 Registration Statement filed by the Issuer with the Securities and Exchange Commission on September 3, 2025.
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. As of September 22, 2025, the Reporting Persons may have been deemed to beneficially own more than 10% of the outstanding shares of Common Stock, and the information reported herein reflects the ownership of the Reporting Persons as of such date.
(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:
09/24/2025
Wexford GP LLC
Signature:
/s/ Mark E. Ahern
Name/Title:
Wexford GP LLC, By: Mark E. Ahern, Vice President and Assistant Secretary
