C1 Fund investment chief buys 5,000 shares at $4.81

The amendment adds C1 Group LLC shares held indirectly by Elliot Jin Han to ownership information absent from his prior beneficial ownership filings.

Rhea-AI Filing Summary

C1 Fund Inc. (CFND) Chief Investment Officer Elliot Jin Han reported a direct purchase of 5,000 common shares on December 17, 2025, at $4.81 per share, with 5,000 direct shares reported afterward. The amendment also reports a September 5, 2025 disposition of 4,057 shares held indirectly through the issuer’s sponsor, C1 Group LLC; 27,047 indirect shares were reported afterward. A footnote says 100,000 shares held by C1 Group LLC were canceled that day because underwriters did not exercise their over-allotment option.

Insider Trade Summary

Net Buyer: 5,000 shares

Net Buy 2 txns

Insider Han Elliot Jin

Role Chief Investment Officer

Bought 5,000 shs ($24K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	5,000	$4.81	$24K
Other	Common Stock F1, F2	4,057	$0.00	$0.00

Holdings After Transaction: Common Stock — 5,000 shares (Direct); Common Stock — 27,047 shares (Indirect, Via C1 Group LLC)

Footnotes (2)

1. F1. Elliot Han 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. Han indirect ownership through C1 Group LLC.
2. F2. This Form 4 Amendment is being filed to identify shares indirectly owned by Elliot Han through C1 Group LLC, which was not reflected in Mr. Han's prior beneficial ownership filings.

Key Figures

Common shares purchased: 5,000 shares Purchase price: $4.81 per share Direct shares following transaction: 5,000 shares +3 more

6 metrics

Common shares purchased 5,000 shares Direct purchase on December 17, 2025

Purchase price $4.81 per share Direct purchase on December 17, 2025

Direct shares following transaction 5,000 shares After the December 17, 2025 purchase

Indirect shares disposed 4,057 shares September 5, 2025; held through C1 Group LLC

Indirect shares following transaction 27,047 shares After the September 5, 2025 transaction

Shares canceled 100,000 shares Held by C1 Group LLC and canceled on September 5, 2025

Key Terms

beneficial ownership, indirect ownership, over-allotment option

3 terms

beneficial ownership financial

"prior beneficial ownership filings"

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

"indirect ownership through C1 Group LLC"

over-allotment option technical

"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.

FAQ

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

How many shares did CFND Chief Investment Officer Elliot Jin Han buy?

Elliot Jin Han reported buying 5,000 common shares directly on December 17, 2025, at $4.81 per share. The reported direct holding afterward was 5,000 shares.

What indirect share transaction appears in CFND’s amendment?

The amendment lists a September 5, 2025 disposition of 4,057 shares held indirectly through C1 Group LLC, with 27,047 indirect shares reported afterward. A footnote says 100,000 shares held by C1 Group LLC were canceled that day because underwriters did not exercise their over-allotment option.

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^*

Han Elliot Jin

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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)
12/17/2025

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	12/17/2025		P		5,000	A	$4.81	5,000	D
Common Stock	09/05/2025		J(1)		4,057	D	$0	27,047(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. Elliot Han 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. Han indirect ownership through C1 Group LLC.

2. This Form 4 Amendment is being filed to identify shares indirectly owned by Elliot Han through C1 Group LLC, which was not reflected in Mr. Han's prior beneficial ownership filings.

	/s/ Elliot Han	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)