C1 Fund Inc. received a Schedule 13G showing that Steadfast-related parties beneficially own 400,000 shares of Common Stock, representing 5.91% of the 6,766,666 shares outstanding per the issuer's August 7, 2025 prospectus. The filing lists Steadfast Capital Management LP as investment manager, American Steadfast, L.P. and Steadfast International Master Fund Ltd. each holding 200,000 shares, and Robert S. Pitts, Jr. as a named individual with shared voting and dispositive power over the aggregate position. The reporting persons state the position is not held to change or influence control of the issuer. Signatures and a joint filing agreement are attached.
Positive
Material disclosure of a 5.91% position provides market transparency about a significant passive holder
Consolidated reporting across onshore and offshore vehicles clarifies beneficial ownership and voting arrangements
Negative
Concentrated ownership at 5.91% could be influential in close votes despite the passive certification
Shared voting power with a single controlling principal centralizes decision authority, which may concern some governance-focused investors
Insights
TL;DR Steadfast-affiliated investors disclosed a passive stake of 5.91% in CFND, a meaningful ownership level for a recently reported outstanding base.
The Schedule 13G shows a combined 400,000-share position equal to 5.91% of C1 Fund Inc.'s outstanding common stock, calculated from 6,766,666 shares. Ownership is held across a Delaware investment manager, a Delaware onshore vehicle and a Cayman offshore fund, with Mr. Pitts identified as controlling principal. Voting and dispositive powers are shared rather than sole, and the filing includes the required certification that the stake is not intended to influence control. For investors, this is a material passive disclosure but not an active control signal.
TL;DR The disclosure signals coordinated beneficial ownership with shared voting/dispositive authority but affirms a non-control intent.
The report aggregates positions across affiliated entities and names a controlling principal, which is customary for fund structures. Shared voting and dispositive power over the 400,000 shares indicates centralized decision-making through the investment manager while the Schedule 13G classification and Item 10 certification assert a passive posture. This filing obligates the issuer and market participants to note a near-6% passive holder, relevant for takeover math and shareholder base analysis.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
C1 Fund Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
12673Q103
(CUSIP Number)
08/07/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
12673Q103
1
Names of Reporting Persons
STEADFAST CAPITAL MANAGEMENT LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
400,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
400,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
400,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.91 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
12673Q103
1
Names of Reporting Persons
American Steadfast, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
200,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
200,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.96 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
12673Q103
1
Names of Reporting Persons
Steadfast International Master Fund Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
200,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
200,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.96 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
12673Q103
1
Names of Reporting Persons
Robert S. Pitts, Jr.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
400,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
400,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
400,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.91 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
C1 Fund Inc.
(b)
Address of issuer's principal executive offices:
228 HAMILTON AVENUE, 3RD FLOOR, PALO ALTO, California, 94301
Item 2.
(a)
Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
Steadfast Capital Management LP, a Delaware limited partnership (the "Investment Manager").
American Steadfast, L.P., a Delaware limited partnership ("American Steadfast").
Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund").
Robert S. Pitts, Jr., a United States Citizen ("Mr. Pitts").
Mr. Pitts is the controlling principal of the Investment Manager. The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund.
(b)
Address or principal business office or, if none, residence:
The business address of each of Mr. Pitts, the Investment Manager and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022.
The business address of the Offshore Fund is c/o Morgan Stanley Fund Services (Cayman) Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.
(c)
Citizenship:
Each of the Investment Manager and American Steadfast is a limited partnership formed under the laws of the State of Delaware.
The Offshore Fund is an exempted company formed under the laws of the Cayman Islands.
Mr. Pitts is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
12673Q103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of August 14, 2025, the Reporting Persons beneficially owned an aggregate of 400,000 shares of Common Stock. Specifically:
(i) The Investment Manager beneficially owned 400,000 shares of Common Stock.
(ii) American Steadfast beneficially owned 200,000 shares of Common Stock.
(iii) The Offshore Fund beneficially owned 200,000 shares of Common Stock.
(iv) Mr. Pitts beneficially owned 400,000 shares of Common Stock.
(v) Collectively, the Reporting Persons beneficially owned 400,000 shares of Common Stock.
(b)
Percent of class:
As of August 14, 2025, the Reporting Persons may be deemed to have beneficially owned 400,000 shares of Common Stock or 5.91% of the outstanding shares of Common Stock, which percentage was calculated based on 6,766,666 shares of Common Stock outstanding as of August 7, 2025, as per the information reported in the Issuer's Prospectus filed August 7, 2025. Specifically:
(i) The Investment Manager's beneficial ownership of 400,000 shares of Common Stock represented 5.91% of the outstanding shares of Common Stock.
(ii) American Steadfast's beneficial ownership of 200,000 shares of Common Stock represented 2.96% of the outstanding shares of Common Stock.
(iii) The Offshore Fund's beneficial ownership of 200,000 shares of Common Stock represented 2.96% of the outstanding shares of Common Stock.
(iv) Mr. Pitts' beneficial ownership of 400,000 shares of Common Stock represented 5.91% of the outstanding shares of Common Stock.
(v) Collectively, the Reporting Persons' beneficial ownership of 400,000 shares of Common Stock represented 5.91% of the outstanding shares of Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Not applicable.
(ii) Shared power to vote or to direct the vote:
American Steadfast had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 200,000 shares of Common Stock beneficially owned by American Steadfast.
The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 200,000 shares of Common Stock beneficially owned by the Offshore Fund.
(iii) Sole power to dispose or to direct the disposition of:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of:
American Steadfast had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 200,000 shares of Common Stock beneficially owned by American Steadfast.
The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 200,000 shares of Common Stock beneficially owned by the Offshore Fund.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
STEADFAST CAPITAL MANAGEMENT LP
Signature:
/s/ Sheena Koshy
Name/Title:
Chief Operating Officer
Date:
08/14/2025
American Steadfast, L.P.
Signature:
/s/ Sheena Koshy
Name/Title:
Chief Operating Officer of Steadfast Capital Management LP, Attorney-in-Fact
Date:
08/14/2025
Steadfast International Master Fund Ltd.
Signature:
/s/ Sheena Koshy
Name/Title:
Director
Date:
08/14/2025
Robert S. Pitts, Jr.
Signature:
/s/ Robert S. Pitts, Jr
Name/Title:
Robert S. Pitts, Jr.
Date:
08/14/2025
Exhibit Information
Ex 99.1 - Joint FIling Agreement
Ex. 99.2 - Exhibit B
What stake in C1 Fund Inc. (CFND) do Steadfast-related parties report?
They report beneficial ownership of 400,000 shares, equal to 5.91% of the 6,766,666 shares outstanding used in the filing calculation.
Which entities filed the Schedule 13G for CFND?
The filing lists Steadfast Capital Management LP, American Steadfast, L.P., Steadfast International Master Fund Ltd., and Robert S. Pitts, Jr. as reporting persons.
Does the Schedule 13G indicate an intent to influence control of CFND?
No. Item 10 contains a certification that the securities were not acquired and are not held for the purpose of changing or influencing control.
How is voting and dispositive power allocated for the reported shares?
There is no sole voting or dispositive power reported; voting and dispositive powers are described as shared among the investment manager, the funds, and Mr. Pitts.
When was the beneficial ownership measured and filed?
The filing states ownership as of August 14, 2025, and it references the issuer's prospectus dated August 7, 2025 for the outstanding share count.
