[Form 4] C1 Fund Inc. Insider Trading Activity

Rhea-AI Filing Summary

C1 Fund Inc. (CFND) director and CEO Najamul Hasan Kidwai reported a Form 4 showing a reduction in beneficial ownership tied to the issuer's sponsor. The filing discloses that on 09/05/2025 31,141 shares of common stock were disposed (transaction code J(1)) at a price of $0, and the reporting person now beneficially owns 207,607 shares indirectly via C1 Group LLC. The filing explains that 100,000 shares held by C1 Group LLC were cancelled because underwriters did not exercise the over-allotment option in the IPO prospectus. The Form 4 was signed by the reporting person on 09/05/2025.

Positive

• Transparent disclosure of the mechanics behind the ownership change, including the cancellation of 100,000 sponsor-held shares
• Reporting person remains a significant indirect holder with 207,607 shares via C1 Group LLC

Negative

• Reduction in beneficial ownership was recorded (31,141 shares disposed on the Form 4 line and 100,000 sponsor shares cancelled)
• Cancellation arose from underwriters not exercising the over-allotment option, which reduced the sponsor's share pool

Insights

Securities Analyst

TL;DR: Insider disclosure shows an indirect reduction in shares due to cancellation of sponsor holdings after IPO overallotment was not exercised.

The Form 4 reports an indirect ownership change tied to the issuer's sponsor, C1 Group LLC. The transaction code J(1) and a $0 price indicate a non-cash adjustment (cancellation) rather than an open market sale. The reported cancellation of 100,000 sponsor-held shares reduced indirect holdings reflected for the reporting person, leaving 207,607 shares beneficially owned. This is a technical ownership update stemming from IPO mechanics, not necessarily a voluntary divestiture by the insider.

Corporate Governance Expert

TL;DR: Filing documents an issuer-side share cancellation tied to IPO mechanics; material to disclosure but not indicative of governance change.

The disclosure clarifies that the underwriters' decision not to exercise the over-allotment option caused cancellation of sponsor shares held by C1 Group LLC, which alters indirect ownership figures for an officer and director. The reporting person remains an indirect holder via the sponsor. This is a routine, transaction-specific disclosure required under Section 16; it does not state any change in officer role or control structure.

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

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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^*

Kidwai Najamul Hasan

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

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)		31,141	D	$0(1)	207,607	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/ Najamul Hasan Kidwai	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 Najamul Hasan Kidwai report on the Form 4 for CFND?

He reported a disposal of 31,141 shares and now beneficially owns 207,607 shares indirectly via C1 Group LLC; the filing cites cancellation of 100,000 sponsor shares.

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

Because underwriters did not exercise the IPO over-allotment option, per the issuer's IPO prospectus, leading to cancellation of shares held by the sponsor.

What does transaction code J(1) and a price of $0 mean on this Form 4?

It indicates a non-cash adjustment (here, cancellation/adjustment tied to sponsor holdings) rather than an open-market sale at cash consideration.

Does the Form 4 show a change in Kidwai's officer or director status at CFND?

No status change is reported; the filing continues to list him as Director and Chief Executive Officer and shows an indirect ownership update only.

When was the Form 4 signed?

09/05/2025 — the reporting person signed the Form 4 on that date.