C1 Fund Insider Purchase: CFO Acquires 5,004 Shares; Forfeiture Risk Noted

Rhea-AI Filing Summary

C1 Fund Inc.'s Chief Financial Officer, David Hytha, reported purchasing 5,004 shares of the company's common stock at $10.00 per share on 08/08/2025 and now directly owns those 5,004 shares. He also beneficially owns an additional 35,821 shares indirectly through the issuer's sponsor, C1 Group LLC. The filing discloses that up to 100,000 shares held by C1 Group LLC are subject to forfeiture if the underwriters do not exercise their over-allotment option, which would cause Mr. Hytha to forfeit 4,672 shares. After the over-allotment option is exercised or expires, C1 Group LLC will own shares equal to 10% of outstanding common stock.

Positive

• Insider purchase reported: CFO acquired 5,004 shares at $10.00, indicating direct economic alignment with shareholders
• Clear disclosure of indirect holdings: Reporting person beneficially owns 35,821 shares via C1 Group LLC

Negative

• Forfeiture contingency: Up to 100,000 shares held by C1 Group LLC are subject to forfeiture if underwriters do not exercise the over-allotment option, which could reduce the reporting person's holdings by 4,672 shares
• Ownership concentrated via sponsor: Significant indirect ownership through C1 Group LLC complicates assessment of control and ultimate share count

Insights

Financial Analyst

TL;DR: CFO purchased shares, signaling some insider confidence; holding is modest and partly indirect, with forfeiture risk tied to underwriter actions.

The reported open-market purchase of 5,004 shares at $10.00 shows direct economic exposure by the CFO and can be interpreted as a modest alignment with shareholder interests. Total beneficial ownership disclosed (direct plus indirect) is meaningful relative to an insider but appears concentrated through the sponsor vehicle, C1 Group LLC. The forfeiture contingency tied to the underwriters' over-allotment option introduces uncertainty about the final share count and dilutive outcome for the sponsor. Overall, this Form 4 is a routine insider transaction with limited standalone impact on valuation absent other material disclosures.

Corporate Governance Expert

TL;DR: Insider purchase is governance-positive for signaling, but indirect ownership and forfeiture terms warrant careful disclosure monitoring.

The CFO's direct purchase supports management-shareholder alignment, which is generally favorable for governance optics. However, significant indirect holdings via C1 Group LLC and the explicit forfeiture clause tied to the underwriters' over-allotment option create complexity in assessing true insider control and potential future share adjustments. Investors should note the clarity of disclosure on the forfeiture mechanics; no other governance changes or departures are reported 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^*

Hytha David

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/08/2025		P		5,004	A	$10	5,004	D
Common Stock								35,821(1)	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. Up to 100,000 shares of common stock held by C1 Group LLC is subject to forfeiture if the underwriters do not exercise their over-allotment option, which would result in the forfeiture by the Reporting Person of 4,672 shares of common stock. Following the exercise of the over-allotment option or the expiration of the over-allotment option, as applicable, C1 Group LLC will own a number of shares of common stock that is equal to 10% of the shares of common stock outstanding.

	/s/ David Hytha	08/15/2025
	** 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 C1 Fund Inc. (CFND) insider David Hytha report on Form 4?

The CFO reported a direct purchase of 5,004 shares at $10.00 on 08/08/2025 and beneficial ownership of an additional 35,821 shares via C1 Group LLC.

How many shares does David Hytha beneficially own after the reported transaction?

Following the reported transaction, he directly owns 5,004 shares and indirectly beneficially owns 35,821 shares through C1 Group LLC.

Is there any contingency affecting the reported holdings in the Form 4?

Yes. Up to 100,000 shares held by C1 Group LLC are subject to forfeiture if underwriters do not exercise their over-allotment option, potentially reducing Hytha's holdings by 4,672 shares.

What was the transaction date and price for the purchase reported on Form 4?

The transaction occurred on 08/08/2025 at a price of $10.00 per share.

Does the Form 4 indicate any sales or derivative transactions by the reporting person?

No. The Form 4 shows a non-derivative purchase of common stock; no derivative transactions or dispositions are reported.