C1 Fund Inc美股招股说明书(2025-08-07版)

6,000,000 Shares of Common Stock$10.00 per Share This prospectus relates to the registration of the offering of 6,000,000 shares of the common stock (the “Common Shares”) of C1FundInc. their (the “Company”), which offering may be increased up to 6,900,000 shares if the underwriters exercise its over-allotment option in full. Our Common Shares have been approved to be listed and will commence trading on the New York StockExchange (“NYSE”) under the symbol “CFND” on August7, 2025. The offer and sale of the Common Shares and the trading of suchshares on the NYSE was conditioned on the NYSE’s approval to list these shares. No established public trading market for our Common Shares currently existsand ourCommon Shares have no history oftrading in private transactions. Our investment objective is to maximize our portfolio’s total return. We intend to achieve this objective by investing in a portfolioof up to 30 of the C1 Thirty companies. The “C1 Thirty” is the group of 30 companies our investment adviser, C1Advisors LLC, aDelaware limited liability company (the “Adviser”), has determined, based on its application of the economic and financial factors setforth in our investment targeting and screening process, which is described in the section of this prospectus captioned “The Company’sInvestments — Investment Process,” to be the leading private “digital asset services and technology companies”(as defined below inour Glossary of Frequently Used Defined Terms) globally, excluding those whose business is principally administered in the People’sRepublic of China, including Hong Kong and Macao. Under normal market conditions, we will invest at least 80% of the value of ourtotal assets in equity and equity-linked securities issued by the C1 Thirty companies. For this purpose, we use the term “equity” toinclude a common share, a preferred share, convertible securities, a security carrying a warrant or right to subscribe for or purchasecommon shares or preferred shares, or a warrant or right. We use the term “equity-linked security” to mean a security the returns onwhich are linked to the performance of an equity security, a basket of equity securities or index of equity securities. Investments inrights, warrants, convertible securities and equity-linked securities may subject the Company to similar risks as those associated withinvestments in capital stock as well as additional risks associated with derivative securities. Our Adviser will determine which 30private digital asset services and technology companies to include in the C1 Thirty, based its application of various economic andfinancial factors set forth in our investment targeting and screening process. While we intend to invest in many of the C1 Thirtycompanies, it is possible we will not have opportunities to invest in all 30. We are not a founder of and, other than the investments thatwe will make pursuant to our principal investment strategy, do not have a parent-subsidiary relationship with any of the C1Thirtycompanies. We will not hold a controlling interest in any of the C1 Thirty companies. We will not invest directly in physical spot digital assets or crypto assets. We are a recently-formed Maryland corporation that operates as a non-diversified closed-end management investment companyunder the Investment Company Act of 1940, as amended (the “Investment Company Act”). We intend to elect to be treated, and toqualify annually, as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), forU.S. federal income tax purposes beginning with our taxable year ending December31, 2025. As a registered investment company anda RIC, we will be required to comply with certain regulatory requirements. Investing in our Common Shares involves a high degree of risk and is highly speculative. Before buying any of our Common Shares,you should read the discussion of the material risks of investing in our Common Shares in the “Risk Factors” section beginning on page18of the prospectus. In addition, please observe the following: •••••Shares of closed-end investment companies frequently trade at a discount to their net asset values. The risk of loss due to thisdiscount may be greater for initial investors expecting to sell their Common Shares in a relatively short period after the completionof this initial public offering.If our Common Shares trade at a discount to our net asset value, purchasers in this offering will face increased risk of loss.As we focus on making primarily capital gains-based investments in equity and equity-linked securities, we do not anticipate that wewill pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions,if any, will be less consistent than the distributions of other registered investment companies that primarily make debt investments.There are significant potential risks associated with investing in private digital ass