C1 Fund (CFND) Director Michael Zhao Disposes 23,998 Shares

What Happened

• Michael Xu Zhao, a director of C1 Fund Inc. (CFND), is reporting a disposition of 23,998 shares on September 5, 2025. The filing lists the price as $0.00 per share (total proceeds $0), reflecting a cancellation/adjustment rather than a market sale.
• The shares were held indirectly through the issuer’s sponsor, C1 Group LLC; 100,000 shares held by C1 Group LLC were cancelled when the underwriters did not exercise their over‑allotment (greenshoe) option as described in the IPO prospectus. This Form 4 is an amendment correcting Mr. Zhao’s previously reported beneficial ownership after dilution tied to the issuer’s IPO (vested investor interests on Aug 7, 2025).

Key Details

• Transaction date and price: 2025-09-05 — 23,998 shares disposed at $0.00 per share (proceeds $0). Transaction code: J (other acquisition/disposition).
• Shares owned after transaction: The amended filing does not state a new direct share total; reported ownership reflects Mr. Zhao’s indirect stake through C1 Group LLC after the cancellation and IPO-related dilution.
• Notable footnotes: (F1) Zhao’s ownership is indirect via C1 Group LLC; 100,000 C1 Group LLC shares were cancelled when underwriters did not exercise the over‑allotment. (F2) This amendment corrects prior filings to reflect dilution of Zhao’s interest that occurred at the issuer’s IPO on Aug 7, 2025.
• Filing status/timeliness: This is an amended Form 4 filed on 2026-09-28 to correct prior ownership reporting — the amendment was filed well after the reported transaction date.

Context

• The reported disposition appears to be an administrative/capital‑structure adjustment tied to the IPO overallotment mechanics and indirect ownership through a sponsor LLC, not a routine open‑market sale for cash. There were no proceeds reported.
• For retail investors: such cancellations and post‑IPO dilution adjustments change reported insider ownership levels but do not necessarily signal an insider’s view on the company’s prospects.