[Form 4] C1 Fund Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Lempres, a director of C1 Fund Inc. (CFND), reported a change in beneficial ownership dated 09/05/2025. The Form 4 shows 27,637 shares of common stock were disposed of under code J(1) at a reported price of $0, and after the transaction the reporting person beneficially owns 184,245 shares indirectly through C1 Group LLC. The filing explains 100,000 shares held by C1 Group LLC were cancelled because underwriters did not exercise the over-allotment option in the issuer's IPO prospectus.

Positive

• Timely disclosure of the change in beneficial ownership by the director in a Form 4 filing
• Clear explanation that the change resulted from cancellation of sponsor shares due to the underwriters not exercising the over-allotment option

Negative

• Reduction in indirect ownership occurred as 100,000 sponsor-held shares were cancelled
• Reported disposition of 27,637 shares (code J(1)), which may reduce the director's reported stake

Insights

Securities Analyst

TL;DR Director reported an indirect reduction in company shares due to IPO overallotment cancellation; disclosure appears routine.

The filing reflects a non-derivative disposition coded J(1) on 09/05/2025 where 27,637 common shares are reported as disposed with a $0 price, and the reporting person now reports indirect ownership of 184,245 shares via C1 Group LLC. The explanation clarifies that 100,000 shares held by the sponsor were cancelled when underwriters declined the over-allotment option described in the IPO prospectus. This is a technical ownership adjustment tied to IPO mechanics rather than an open-market sale by the director.

Corporate Governance Expert

TL;DR Disclosure documents the cancellation of sponsor shares and related indirect ownership update; governance disclosure requirements were met.

The Form 4 indicates the reporting person acted consistent with Section 16 reporting obligations by disclosing the change. The nature of the transaction stems from the underwriters not exercising an over-allotment option, resulting in cancellation of 100,000 sponsor-held shares and an updated indirect ownership figure. There is no additional information in the filing about any personal trading intentions or new agreements affecting control.

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^*

Lempres Michael

(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 Lempres	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 did the Form 4 for CFND filed by Michael Lempres report?

The Form 4 reported a disposition of 27,637 common shares on 09/05/2025 and an indirect beneficial ownership of 184,245 shares via C1 Group LLC.

Why were 100,000 shares cancelled according to the filing?

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

What does transaction code J(1) mean in this Form 4?

The filing uses code J(1) to report the disposition; no additional contractual sale details are provided in the document.

Does the Form 4 indicate a market sale by the director?

No. The filing attributes the change to cancellation tied to the underwriters' decision, not an explicit open-market sale by the reporting person.

How many shares does Michael Lempres beneficially own after the transaction?

The filing reports 184,245 shares beneficially owned indirectly following the reported transaction.