SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| C3is Inc. |
| (Name of Issuer) |
| Common Shares, par value $0.01 |
| (Title of Class of Securities) |
| Y18284102 |
| (CUSIP Number) |
| March 15, 2024 |
| (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)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. Y18284102 | 13G | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSONS | ||
| S.H.N. Financial Investments Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP | ||
|
(a) ☐ | |||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Israel | |||
| 5 | SOLE VOTING POWER | ||
| 15,584,684(1)(2)(3) | |||
| NUMBER OF | 6 | SHARED VOTING POWER | |
| SHARES | |||
| BENEFICIALLY | 0 | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH REPORTING | |||
| PERSON WITH | 15,584,684(1)(2)(3) | ||
| 8 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 15,584,684(1)(2)(3) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||
|
☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 9.99% (3) | |||
| 12 | TYPE OF REPORTING PERSON | ||
|
OO (4) | |||
| (1) | Represents shares of the Issuer’s Common Shares purchased by the Reporting Person and 4,584,684 pre-funded warrants exercisable within 60 days, which are subject to a beneficial ownership limitation of 9.99%. The Reporting Person sold all Common Shares after March 15, 2024. |
| (2) | Includes 4,584,684 Pre-Funded Warrants to purchase Common Shares of the Issuer, subject to a 9.99% beneficial ownership limitation. Does not include 4,415,316 pre-funded warrants to purchase Common Shares of the Issuer, 10,000,000 Class C-1 Warrants to purchase Common Shares of the Issuer, and 10,000,000 Class C-2 Warrants to purchase Common Shares of the Issuer, each of which are subject to a 9.99% beneficial ownership limitation. |
| (3) | Based upon 156,002,840 Common Shares outstanding based on the Issuer’s 424(b)(3) Prospectus filed with the Securities and Exchange Commission on March 19, 2024. |
| (4) | The Reporting Person has not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to Rule 13d-3(b). |
| CUSIP No. Y18284102 | 13G | Page 3 of 5 Pages |
Item 1. Security and Issuer.
| (a) | Name of Issuer: |
C3is Inc.
|
(b) |
Address of Issuer: |
331 Kifissias Avenue Erithrea
14561 Athens, Greece
Item 2. Identity and Background.
| (a) | Name of Person Filing: |
| S.H.N. Financial Investments Ltd. | |
| (b) | Address of Principal Business Office or, if none, Residence: |
Herzliya Hills Arik Einstein 3, Israel, 4610301 | |
| (c) | Citizenship or Place of Organization: |
| Israel | |
| (d) | Title of Class of Securities: |
| Common Shares, par value $0.01 per share. | |
| (e) | CUSIP Number: |
| Y18284102 |
Item 3.
Not applicable.
| CUSIP No. Y18284102 | 13G | Page 4 of 5 Pages |
Item 4. Ownership.
| (a) | The information required by Items 4(a)-(c) is set forth in Rows (5)-(9) and Row (11) of the cover page and is incorporated herein by reference. |
| (b) | The percentage set forth on Row (11) of the cover page for the reporting person is based on 156,002,840 Common Shares outstanding based on the Issuer’s 424(b)(3) Prospectus filed with the Securities and Exchange Commission on March 19, 2024. |
| (c) | Nir Shamir is the Chief Executive Officer of SHN. As such, SHN and Mr. Shamir 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. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes. |
| Item 5. |
Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐ |
| 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.
| CUSIP No. Y18284102 | 13G | Page 5 of 5 Pages | ||
SIGNATURES
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.
| By: | S.H.N. Financial Investments Ltd. | |
| March 25, 2024 | By: | /s/ Nir Shamir |
| Nir Shamir, Chief Executive Officer | ||