[Form 4] C1 Fund Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Xu, a director of C1 Fund Inc. (CFND), reported an indirect reduction in his beneficial ownership on 09/05/2025 through the sponsor C1 Group LLC. The filing shows a transaction coded J(1) disposing of 27,637 shares of common stock at a reported price of $0, reflecting a cancellation tied to the issuer's IPO mechanics. Following the transaction, the Reporting Person beneficially owns 184,245 shares indirectly via C1 Group LLC. The explanation states that 100,000 shares previously held by C1 Group LLC were cancelled because the underwriters did not exercise the over‑allotment option described in the IPO prospectus; the reported numbers reflect that cancellation and the resulting indirect holdings.

Positive

• Timely, transparent disclosure of the change in beneficial ownership by a director
• Explanation provided linking the change to IPO over-allotment mechanics rather than unexplained transfers

Negative

• Indirect beneficial ownership declined (reported disposal of 27,637 shares and cancellation of 100,000 sponsor shares)
• Potential dilution or structural change in sponsor holdings due to the underwriters not exercising the over-allotment option

Insights

Financial Analyst

TL;DR: Director's indirect stake decreased after sponsor shares were cancelled; transaction appears procedural rather than a market sale.

The Form 4 reports an indirect disposition of 27,637 common shares with a $0 price and a post-transaction indirect holding of 184,245 shares via C1 Group LLC. The filing attributes the change to the cancellation of 100,000 sponsor shares because the underwriters did not exercise the over-allotment option tied to the IPO. This suggests the movement reflects IPO mechanics and share cancellation rather than an open-market sale by the insider. For investors, the disclosure is important for ownership tracking but does not, by itself, provide evidence of a change in insider conviction.

Corporate Governance Expert

TL;DR: Disclosure is timely and clear; the change stems from sponsor share cancellation under IPO terms, not an unexplained transfer.

The report identifies Michael Xu as a director filing on his indirect holdings through the sponsor vehicle C1 Group LLC. The explanatory note specifically links the change to the underwriters' decision not to exercise an over-allotment option, resulting in cancellation of 100,000 sponsor-held shares. The Form 4 complies with Section 16 reporting by documenting the indirect ownership and the nature of the adjustment. Governance implications are procedural; there is no indication of undisclosed related-party transfers or compensation-driven grants in this filing.

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
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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.

228 HAMILTON AVENUE, THIRD FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

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)

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

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

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

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

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)		27,637	D	$0(1)	184,245	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. The Reporting Person 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 Reporting Person's indirect ownership through C1 Group LLC.

	/s/ Michael Xu Zhao	09/05/2025
	** 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.

FAQ

What change in ownership did Michael Xu report on Form 4 for CFND?

The Form 4 reports an indirect disposition of 27,637 shares and a post-transaction indirect holding of 184,245 shares via C1 Group LLC.

Why were 100,000 shares cancelled according to the Form 4 for CFND?

The filing states 100,000 shares held by C1 Group LLC were cancelled because the underwriters did not exercise their over-allotment option described in the IPO prospectus.

What transaction code and price were reported on the CFND Form 4?

The transaction is coded J(1) with a reported price of $0, indicating a cancellation related to IPO mechanics rather than a cash sale.

Is Michael Xu filing as an insider or through a group for CFND?

Michael Xu is reported as a Director and filed as one reporting person; his holdings are indirect via the sponsor C1 Group LLC.

Does the Form 4 indicate an open-market sale by Michael Xu for CFND?

No. The filing attributes the change to a share cancellation tied to the underwriters not exercising the over-allotment option, not to an open-market sale.