C1 Fund CEO corrects indirect ownership after dilution

A footnote says the sponsor LLC canceled 100,000 shares after the underwriters did not exercise the over-allotment option.

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

The amended report by C1 Fund Inc. CEO and director Najamul Hasan Kidwai lists a disposition of 27,310 common shares in indirect holdings through sponsor C1 Group LLC on September 5, 2025, with a reported price of 0.0000 per share. It lists 180,269 shares held indirectly and 37,980 shares held directly after the transaction. A footnote states that 100,000 shares held by C1 Group LLC were canceled that day because the underwriters did not exercise the over-allotment option.

Insider Trade Summary

Other: 27,310 shares

Other 2 txns

Insider Kidwai Najamul Hasan

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Common Stock F1, F2	27,310	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 180,269 shares (Indirect, Via C1 Group LLC); Common Stock — 37,980 shares (Direct)

Footnotes (2)

1. F1. The Dr. Najamul Kidwai 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 the Dr. Kidwai'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 Dr. Kidwai indirectly owns shares in C1 Fund Inc. through C1 Group LLC. Dr. Kidwai'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 Dr. Kidwai's ownership in C1 Group LLC resulted in a decrease in his indirect ownership of C1 Fund Inc., which was not reflected in Dr. Kidwai's prior beneficial ownership filings.

Key Figures

Reported disposition: 27,310 common shares Reported transaction price: 0.0000 per share Indirect shares after transaction: 180,269 shares +2 more

5 metrics

Reported disposition 27,310 common shares Indirect holdings through C1 Group LLC; September 5, 2025

Reported transaction price 0.0000 per share Disposition reported September 5, 2025

Indirect shares after transaction 180,269 shares Held through C1 Group LLC

Direct shares after transaction 37,980 shares Common stock

Shares canceled 100,000 shares C1 Group LLC; September 5, 2025

Key Terms

beneficial ownership, over-allotment option, indirect ownership

3 terms

beneficial ownership financial

"correct the number of shares beneficially owned"

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.

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.

indirect ownership financial

"decrease in his indirect ownership"

FAQ

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

Why was Najamul Hasan Kidwai's CFND ownership report amended?

The amendment corrects the reported indirect ownership after Najamul Hasan Kidwai's interest in C1 Group LLC was diluted on August 7, 2025, when certain investors' interests in the LLC vested. The footnote says the resulting decrease in his indirect ownership was not reflected in prior beneficial ownership filings.

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

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Available on EDGAR 10/01/2026 - 01:33 PM Accepted by SEC EDGAR 10/01/2026 - 01:32 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^*

Kidwai Najamul Hasan

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		27,310	D	$0	180,269(2)	I	Via C1 Group LLC
Common Stock								37,980	D

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. The Dr. Najamul Kidwai 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 the Dr. Kidwai's indirect ownership through C1 Group LLC.

2. This Form 4 Amendment is being filed to correct the number of shares beneficially owned by Dr. Kidwai indirectly owns shares in C1 Fund Inc. through C1 Group LLC. Dr. Kidwai'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 Dr. Kidwai's ownership in C1 Group LLC resulted in a decrease in his indirect ownership of C1 Fund Inc., which was not reflected in Dr. Kidwai's prior beneficial ownership filings.

	/s/ Najamul Hasan Kidwai	10/01/2026
	** 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)