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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2026
C1 Fund Inc.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
333-283139 |
|
99-4570832 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
228 Hamilton Avenue, Third Floor
Palo Alto, CA 94301
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (650) 374-7800
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of exchange on which registered |
| Common Stock, par value $0.00001 |
CFND |
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b2 of this chapter).
Emerging growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ¨ No ¨
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Report”)
amends the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 20,
2026 (the “Original 8-K”) by C1 Fund Inc. (the “Company”) disclosing that on (i) March 16, 2026, the
Audit Committee of the Board of Directors of the Company approved the dismissal of BDO USA P.C. (“BDO”) as the Company’s
independent registered public accounting firm and (ii) on March 17, 2026, the Company engaged CBIZ CPAs P.C. (“CBIZ”)
as the Company’s independent registered public accounting firm, as determined by the Company’s Audit Committee, which comprises
all of the independent members of, and a majority of, the Company’s Board of Directors.
This Report is being filed to disclose that the
Company has received a copy of BDO’s letter and the Company is filing a copy of this letter pursuant to Regulation S-K Item 304(a)(3).
Item 4.01. Changes in Registrant’s Certifying Accountant.
On March 24, 2026, the Company received a
copy of a letter from BDO, stating whether it agrees or disagrees with the statements in the Company’s Original 8-K. A copy of this
letter is filed herewith as Exhibit 16.1 to this Report.
As disclosed in the Original 8-K, the Company
engaged CBIZ on March 17, 2026. The Company will work with CBIZ to complete its audit of the Company’s financial statements
for the year ended December 31, 2025.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed as part of
this report.
| Exhibit Number |
|
Description |
| 16.1 |
|
Letter from BDO dated March 24, 2026 |
| 104.1 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: March 26, 2026 |
C1 Fund Inc. |
| |
|
|
| |
By: |
/s/ David Hytha |
| |
|
David Hytha |
| |
|
Secretary, Treasurer and Chief Financial Officer |
