Form 4: C1 Fund Director Reports Share Cancellation Post-IPO

C1 Fund Inc. Director Michael Xu Zhao reported an indirect disposition of shares due to the non-exercise of an over-allotment option by underwriters.

Summary

• Michael Xu Zhao, a Director of C1 Fund Inc., reported a change in beneficial ownership on September 5, 2025.
• 27,637 shares of common stock were indirectly disposed of at a price of $0.
• This disposition is linked to the cancellation of 100,000 shares held by C1 Group LLC, the Issuer's sponsor.
• The cancellation occurred because the underwriters did not exercise their over-allotment option, as outlined in the company's IPO Prospectus.
• Following this transaction, Michael Xu Zhao indirectly beneficially owns 184,245 shares via C1 Group LLC.

Sentiment

Score: 5

Explanation: The filing reports a procedural event related to an IPO over-allotment option not being exercised. This is a neutral event, as it is a common outcome and not inherently positive or negative for the company's operational performance, though it means less capital was raised than the maximum potential.

Negatives

• The company did not receive additional capital that would have been generated if the underwriters had exercised their over-allotment option for 100,000 shares.

Risks

• The non-exercise of the over-allotment option could be interpreted as lower-than-anticipated market demand for the company's shares post-IPO, potentially affecting future capital raising efforts or market perception.

Future Outlook

No explicit forward-looking statements or guidance are provided in this filing.

Industry Context

The non-exercise of an over-allotment (Greenshoe) option is a common occurrence in initial public offerings (IPOs). It typically indicates that the underwriters did not need to issue additional shares to stabilize the stock price or that market demand did not warrant the full exercise of the option. This is a standard procedural event post-IPO.

Comparison to Industry Standards

• The non-exercise of an over-allotment option is a common outcome in IPOs across various industries, suggesting that the market demand for C1 Fund Inc.'s shares was met without requiring the additional issuance of 100,000 shares. This is not an unusual event when compared to other companies' IPO processes.

Related Party Transactions

• The reporting person's beneficial ownership is through C1 Group LLC, which is identified as the Issuer's sponsor.
• The cancellation of 100,000 shares was from C1 Group LLC's holdings.

Stakeholder Impact

• Shareholders: The non-exercise of the over-allotment option means less dilution for existing shareholders compared to if the option was fully exercised. However, it also means less capital was raised for the company from the IPO.

Key Dates

Keywords

C1 Fund Inc., CFND, Michael Xu Zhao, Form 4, SEC filing, beneficial ownership, common stock, over-allotment option, IPO, underwriter, share cancellation