[Form 4] C1 Fund Inc. Insider Trading Activity

Rhea-AI Filing Summary

C1 Group LLC reported a Form 4 disclosing a change in beneficial ownership of C1 Fund Inc. (CFND). On 09/05/2025 the reporting person shows a J(1) coded transaction cancelling 100,000 shares of common stock at a price of $0 because underwriters did not exercise the over-allotment option described in the issuer's IPO prospectus. After the cancellation, the reporting person beneficially owns 666,666 shares, held directly.

The Form 4 lists the reporting entity as C1 Group LLC with an address in Palo Alto and indicates the filer is a Director and a 10% owner. The filing was signed by David Hytha, Chief Financial Officer, on 09/05/2025.

Positive

• Cancellation resulted from underwriters not exercising over-allotment, a standard IPO outcome rather than insider disposition
• Reporting shows clear post-transaction beneficial ownership of 666,666 shares held directly

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine post-IPO adjustment; cancellation reflects underwriters not exercising overallotment, not a voluntary insider sale.

The filing documents a cancellation of 100,000 shares due to the underwriters' decision not to exercise the over-allotment option referenced in the IPO prospectus. This is an administrative outcome of the offering process rather than an active disposition by the insider. The reporting entity remains a significant holder with 666,666 shares held directly, and the form identifies governance status as Director and 10% owner.

Securities Analyst

TL;DR: Impact appears neutral; share count for this insider decreased but no cash proceeds or new derivative positions reported.

The transaction code J(1) and a price of $0 align with a cancellation tied to the IPO stabilization/overallotment process. There are no reported acquisitions, sales for cash, or derivative transactions on this Form 4. From an investor-signals perspective, this filing alone does not indicate new insider buying or selling activity that would change the investment thesis.

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^*

C1 Group LLC

(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	X	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)		100,000	D	$0(1)	666,666	D

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. On September 5, 2025, 100,000 shares of common stock held by the Reporting Person was cancelled for because the underwriters did not exercise their over-allotment option, as described in the Issuer's IPO Prospectus.

	/s/ David Hytha, Chief Financial Officer	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.
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FAQ

What change did C1 Group LLC report on the Form 4 for CFND?

The Form 4 reports a cancellation of 100,000 common shares on 09/05/2025, resulting in 666,666 shares beneficially owned.

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

The filing states the shares were cancelled because the underwriters did not exercise their over-allotment option as described in the issuer's IPO prospectus.

Who is the reporting person on the Form 4 for CFND?

The reporting person is listed as C1 Group LLC with an address in Palo Alto, and the form indicates the filer is a Director and a 10% owner.

Does the Form 4 show any sales or purchases for cash by the insider?

No. The Form 4 records a cancellation with transaction code J(1) and price $0; it does not report a cash sale or purchase.

Who signed the Form 4 and when?

The form is signed by David Hytha, Chief Financial Officer on 09/05/2025.