Imperial Petroleum Inc. (the “Company”), a ship-owning company providing petroleum products, crude oil and dry bulk seaborne transportation services, today announced that the record date for the spin-off distribution of shares of common stock (“common shares”) of C3is Inc., the newly formed subsidiary that will act as the holding company for two of its drybulk carriers, is June 13, 2023.
Stockholders and warrantholders of the Company will receive one C3is common share for every eight shares of Imperial Petroleum’s common stock (“Imperial Petroleum common stock”) owned, or in the case of holders of Imperial Petroleum’s outstanding Warrants that they have the right to purchase pursuant to Warrants owned, at the close of business on June 13, 2023 (the “Record Date”). The distribution is expected to be made on or about June 21, 2023 (the “Distribution Date”). Fractional common shares will not be distributed. Instead, the distribution agent will aggregate fractional common shares into whole shares, sell such whole shares in the open market at prevailing rates promptly after C3is common shares commence trading on the Nasdaq Capital Market, and distribute the net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional common shares in the distribution. Shares of Imperial Petroleum common stock will trade with due bills from the Record Date through and including the Distribution Date. Accordingly, shareholders and warrantholders of the Company as of the Record Date must continuously hold such shares of Imperial Petroleum common stock and Imperial Petroleum’s Warrants through and including the Distribution Date in order to receive shares of C3is Inc. in the spin-off.
The spin-off transaction is expected to be completed on or around June 21, 2023, and remains subject to C3is Inc.’s registration statement on Form F-1 being declared effective by the U.S. Securities and Exchange Commission and the approval of the listing of C3is Inc.’s common shares on the Nasdaq Capital Market.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to consummation of the spin-off transaction. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to acquire be accepted prior to the time the registration statement becomes effect. When available, a prospectus may be obtained from the Company.
