C1 Fund director reports 23,998-share disposition

IPO-related vesting of certain investors’ interests in C1 Group LLC diluted a director’s indirect ownership, prompting correction of earlier beneficial-ownership figures.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

A 23,998-share disposition of C1 Fund Inc. common stock held indirectly through C1 Group LLC is reported for director Michael Xu Zhao on September 5, 2025, with 159,984 shares reported following the transaction. The amendment says certain investors’ interests in C1 Group LLC vested on August 7, 2025, diluting Zhao’s indirect ownership; that decrease was not reflected in prior beneficial-ownership filings. A footnote states that 100,000 shares held by C1 Group LLC were canceled on September 5, 2025, because underwriters did not exercise their over-allotment option.

Insider Trade Summary

Other: 23,998 shares

Other 1 txn

Insider Zhao Michael Xu

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock F1, F2	23,998	$0.00	$0.00

Holdings After Transaction: Common Stock — 159,984 shares (Indirect, Via C1 Group LLC)

Footnotes (2)

1. F1. Michael Zhao beneficially owns the reported shares through the Issuer's sponsor, C1 Group LLC. On September 5, 2025, 100,000 shares of common stock held by C1 Group LLC was cancelled because the underwriters did not exercise their over-allotment option, as described in the Issuer's IPO Prospectus. The number of shares reported herein reflect Mr. Zhao's indirect ownership through C1 Group LLC.
2. F2. This Form 4 Amendment is being filed to correct the number of shares beneficially owned by Michael Xu Zhao. Mr. Zhao indirectly owns shares in C1 Fund Inc. through C1 Group LLC. Mr. Zhao's ownership interest in C1 Group LLC was diluted on August 7, 2025, the date of C1 Fund Inc.'s IPO, when certain investors' interests in C1 Group LLC vested. The dilution in Mr. Zhao's ownership in C1 Group LLC resulted in a decrease in his indirect ownership of C1 Fund Inc., which was not reflected in Mr. Zhao's prior beneficial ownership filings.

Key Figures

Reported disposition: 23,998 shares Reported holdings after transaction: 159,984 shares C1 Group LLC shares canceled: 100,000 shares

3 metrics

Reported disposition 23,998 shares C1 Fund Inc. common stock; September 5, 2025

Reported holdings after transaction 159,984 shares Indirect holdings through C1 Group LLC following the September 5, 2025 transaction

C1 Group LLC shares canceled 100,000 shares September 5, 2025; underwriters did not exercise the over-allotment option

Key Terms

over-allotment option, beneficial ownership, indirect ownership

3 terms

over-allotment option financial

"underwriters did not exercise their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

beneficial ownership financial

"correct the number of shares beneficially owned by Michael Xu Zhao"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

indirect ownership financial

"The dilution in Mr. Zhao's ownership in C1 Group LLC"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CFND shares were reported as disposed, and what was the resulting holding?

A 23,998-share disposition of C1 Fund Inc. common stock held indirectly through C1 Group LLC was reported for September 5, 2025, with 159,984 shares reported following the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 09:58 PM Accepted by SEC EDGAR 09/28/2026 - 09:57 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zhao Michael Xu

(Last) (First) (Middle)

C/O C1 FUND INC.

3000 EL CAMINO REAL BUILDING 4

(Street)

PALO ALTO CALIFORNIA 94306

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
C1 Fund Inc. [ CFND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/05/2025

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/05/2025		J(1)		23,998	D	$0	159,984(2)	I	Via C1 Group LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Michael Zhao beneficially owns the reported shares through the Issuer's sponsor, C1 Group LLC. On September 5, 2025, 100,000 shares of common stock held by C1 Group LLC was cancelled because the underwriters did not exercise their over-allotment option, as described in the Issuer's IPO Prospectus. The number of shares reported herein reflect Mr. Zhao's indirect ownership through C1 Group LLC.

2. This Form 4 Amendment is being filed to correct the number of shares beneficially owned by Michael Xu Zhao. Mr. Zhao indirectly owns shares in C1 Fund Inc. through C1 Group LLC. Mr. Zhao's ownership interest in C1 Group LLC was diluted on August 7, 2025, the date of C1 Fund Inc.'s IPO, when certain investors' interests in C1 Group LLC vested. The dilution in Mr. Zhao's ownership in C1 Group LLC resulted in a decrease in his indirect ownership of C1 Fund Inc., which was not reflected in Mr. Zhao's prior beneficial ownership filings.

	/s/ Michael Xu Zhao	09/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)