C3is Inc 2026年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number 001-41717 The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December31, 2025 was: 659,668 shares of Common Stock, par value $0.01 per share, and 600,000 shares ofSeries A Convertible Preferred Stock, par value $0.01 per share.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒NoIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒NoIndicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.☒Yes☐NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “acceleratedfiler” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Largeacceleratedfiler☐Acceleratedfiler☐Non-accelerated filer☒Emerginggrowthcompany☒If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☒Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report:☐Yes☒NoIf securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP☒International Financial Reporting Standards as issuedOther☐by the International Accounting Standards Board☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐Item 17☐Item 18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No Table of Contents TABLE OF CONTENTS FORWARD-LOOKING INFORMATIONPART I Item 1.Identity of Directors, Senior Management and AdvisersItem 2.Offer Statistics and Expected TimetableItem 3.Key InformationItem 4.Information on the CompanyItem 4AUnresolved Staff CommentsItem 5.Operating and Financial Review and ProspectsItem 6.Directors, Senior Management and EmployeesItem 7.Major Stockholders and Related Party TransactionsItem 8.Financial InformationItem 9.The Offer and ListingItem 10.Additional InformationItem 11.Quantitative and Qualitative Disclosures About Market RiskItem 12.Description of Securities Other than Equity Securities Audit Committee Financial ExpertCode of EthicsPrincipal Accountant Fees and ServicesExemptions from the Listing Standards for Audit CommitteesPurchases of Equity Securities by the Issuer and Affiliated PurchasersChange in Registrant’s Certifying AccountantCorporate GovernanceMine Safety DisclosuresDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsInsider Trading PoliciesCybersecurity PART IIIItem 17. Financial StatementsItem 18.Financial StatementsItem 19.Exhibits Table of Contents ABOUT THIS REPORT C3is Inc. is a Marshall Islands company t