C3is Inc美股招股说明书(2025-12-11版)

1,700,000 Units consisting of Common Shares and ClassD Warrants to Purchase Common Shares andClassE Warrants to Purchase Common Shares5,800,000 Units consisting of Pre-Funded Warrants and ClassD Warrants to Purchase CommonShares and ClassE Warrants to Purchase Common Shares (and up to 5,800,000 Common Shares underlying the Pre-Funded Warrants, up to 26,162,790Common Shares underlying the ClassD Warrants and up to 18,662,790 Common Shares underlyingthe ClassE Warrants) Each ClassD Warrant will be immediately exercisable upon issuance and expire five years after the issuance date. The initial exercise price of theClassD Warrants is $1.20. On the 10th trading day following the closing of this offering, the exercise price of the outstanding ClassD Warrants willautomatically reset to the “Adjustment Price,” which shall be the greater of (i)the Floor Price (as defined below) based on the Nasdaq Minimum Price(as defined below) immediately preceding the pricing of this offering, or (ii) the lesser of (x) the then Exercise Price and (y)the lowest volume-weightedaverage price (“VWAP”) of the Common Shares during such 10trading days period (the “Adjustment Period”), and the number of Common Sharesunderlying the then-outstanding ClassD Warrants will be proportionally increased such that the then aggregate exercise price of all such ClassDWarrants based on the Adjustment Price, equals the aggregate exercise price of all such ClassD Warrants on the original issuance date that remainoutstanding; provided that no adjustment may result in an increase to the exercise price. The “Floor Price” equals 20% of the most recent NasdaqMinimum Price (as defined in Nasdaq Listing Rule5635(d)(1)(A)) of the Common Shares immediately prior to the applicable date of determination (the“Nasdaq Minimum Price”). Five trading days after the six-month anniversary of the closing of this offering and after every six-month anniversarythereof, the exercise price of the then-outstanding ClassD Warrants will be automatically adjusted to equal the greater of (i) the Floor Price based on theNasdaq Minimum Price as of the date of the applicable six-month anniversary or (ii) the lesser of (x) the then Exercise Price and (y) the lowest VWAPduring such five-trading-day period (the “Periodic Adjustment Window”), with the number of Common Shares underlying the then-outstanding ClassDWarrants remaining unchanged (each, a “Periodic Adjustment”). Holders of ClassD Warrants may elect to exercise the ClassD Warrants at any timefollowing the original issuance date and prior to the expiration date, including during the Adjustment Period or any Periodic Adjustment Windows,based on the then applicable exercise price. Based on the public offering price of $1.20 per Common Unit and the Nasdaq Minimum Price of $1.72, as aresult of the foregoing provisions, after the Adjustment Period, the exercise price of the ClassD Warrants could reset to a Floor Price of $0.344, in whichcase the number of Common Shares issuable upon exercise of one ClassD Warrant would be approximately 3.488shares, and the holders of Class DWarrants would receive, in aggregate 26,162,790 Common Shares upon Table of Contents exercise of all ClassD warrants following the Adjustment Period. The exercise price of ClassD Warrants may further decrease following each PeriodicAdjustment, with the number of Common Shares upon exercise of ClassD Warrants remaining unchanged. Each ClassE Warrant will be immediately exercisable upon issuance at a nominal exercise price of $0.00001 per share with no expiration. Thenumber of Common Shares issuable upon the exercise of the ClassE Warrants shall initially be zero. Following the Adjustment Period, the number ofCommon Shares underlying each ClassE Warrant will be automatically increased so that each holder of ClassE Warrants will, after the adjustment andupon exercise of the ClassE Warrant, receive a number of Common Shares equal to (A)the aggregate purchase price such holder paid for the Units inthis offering divided by the Adjustment Price minus (B)the number of Common Shares issued to such holder as part of the Units purchased in thisoffering. Holders of ClassE Warrants may elect to exercise the ClassE Warrants at any time following the original issuance date, including during theAdjustment Period, based on the then applicable Adjustment Price. Based on the public offering price of $1.20 per Common Unit and the NasdaqMinimum Price of $1.72, as a result of the foregoing provisions, if the Adjustment Price equals the applicable Floor Price of $0.344, in which case thenumber of Common Shares issuable upon exercise of one Class E Warrant would be approximately 2.488shares, and the holders of ClassE Warrantswould receive, in the aggregate, 18,662,790 Common Shares upon exercise of all ClassE Warrants following the Adjustment Period. The adjustment provisions of the Common Warrants apply upon a cash or cashless, or net, exercise, and a cash or cashless exercise wil