SecProbe.io

December 12, 2024
 VIA E-MAIL
 Wendell M. Faria, Esq.  Dentons US LLP 1900 K Street NW Washington, DC 20006 Wendell.faria@dentons.com  Re:  C1 Fund Inc. (the “Company”)
Registration Statement on Form N-2 File Nos.:  333-283139, 811-24002
 Dear Mr. Faria:    On November 12, 2024, you filed a registration st atement on Form N-2 (the “Registration
Statement”) on behalf of the Company.  We have reviewed the Registration Statement and have
provided our comments below.  For convenience,  we generally organi zed our comments using
headings, defined terms, and page numbers  found in the Registration Statement.

LEGAL COMMENTS
 GENERAL COMMENTS
 1.  We note that the Registration Statement is  missing information.  We may have additional
comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on informati on supplied supplementally, or on
exhibits filed in any pre- effective amendment.
 2.  Where a comment is made regarding disclosure  in one location, it is a pplicable to all similar
disclosure appearing elsewhere in the Registra tion Statement.  Please make conforming changes
as necessary.  3.  Please tell us if you have pres ented or will present any “test th e waters” materials to potential
investors in connection with this offering.  If so, we may have further comments.
 4.  Prior to seeking effectiveness, please c onfirm that FINRA has reviewed the proposed
underwriting terms and arrangements for the offe ring, including the amount of compensation to
be allowed or paid to the underwriters and any other arra ngements among the Company, the
underwriter, and other broker dealer s participating in the distribution, and that FINRA has issued
a statement expressing no objections to th e compensation and other arrangements.

Wendell M. Faria, Esq.
Dentons US LLP Page 2 of 29
December 12, 2024

5.  On page 38 of the Prospectus, the text states , “[you,] the Adviser and ce rtain of its affiliates
intend to submit an exemptive application to the SE C to permit [you] to co-invest with other
funds managed by the Adviser or its  affiliates . . . . “ (Emphasis added.)  Disclosure on page 58,
however, states, you “ may also submit [such] an exemptive application . . . .”  (Emphasis added.)
Please clarify and harmonize.  As of this lette r’s date, we note that you have not filed any
application for exemptive relief with the Commissi on.  Please supplementally inform us of this
application’s status and of any other exemp tive applications or no- action requests you have
submitted or expect to submit in connecti on with the Registration Statement.

PROSPECTUS

6.  Some sections of the Prospectus are repetitive.  Please review and revise the disclosure where
necessary to conform to the Commissi on’s plain English requirements.  See Rule 421(d) under
Regulation C under the Securities Ac t of 1933 Act (“Securities Act”).  See also  Office of
Investor Education and Assistance, U.S. Secur ities and Exchange Commission, “A Plain English
Handbook: How to Create Clear SEC Disclosure Documents ” (August
1998)  (https://www.sec.gov/reportspubs/investor- publications/newsextrahandbookhtm.html ).

7.  In describing your investment strategies, risks,  and/or policies, please do not use overly broad
or vague terms in the Prospectus, but instead desc ribe these matters clearly  and concisely in plain
English.  See the Instruction to Item 3.2 and subparagraphs 2, 3, and 4 of Item 8 in Form N-2.
For example, on the Cover Page, either delete or revise the following terms to specify your
principal investments: (1) third paragraph, “certain companies,” (2)   fourth paragraph, “similar
forms of senior equity,” and (3) fifth paragr aph, “or other synthetic equity agreements" and
“other special purpose vehicles."   8.  We note several terms for groups with apparent  relationships with C1 Advisors LLC (the
“Adviser”), for example, “investme nt team of the Adviser,” “Advise r’s investment team,” “the
principals of the Adviser,” “Adviser’s senior executive team,” “Investment Committee,” and “our investment professi onals.”  To the extent not alrea dy done so, please define these groups,
including their members and the functions they pe rform for the Company.  For purposes of plain
English, please do not use multiple terms as synonyms.    Cover Page
 9.  The first paragraph states that you have a pplied to list your common stock on the New York
Stock Exchange (NYSE) under the symbol “[ CFDN].”  Please update this disclosure
accordingly.    10.  As the Cover Page includes a brief descrip tion of only some of your  principal strategies,
please expand it to summarize each such strategy ( e.g., investments in Spec ial Purpose Vehicles
(“SPVs”), private secondary marketplaces, and exch ange-traded funds (“ETFs ”) that hold digital
assets)
.  See Item 1.2 of Form N-2.

Wendell M. Faria, Esq.
Dentons US LLP Page 3 of 29
December 12, 2024

11.  The third paragraph refers to “rapidly growing emerging digital asset services and
technology companies,” while other disclosures re fer to these companies as “privately held
companies,” “private companies,” “private emerging companies,” and “rapidly growing and privately held companies.”  Also, we note th at you state on page 9 that you will invest “ primarily
in rapidly growing private companies.”  (Emphasis added.)  Please harmonize.
 12.
  The Cover Page and Prospectus: (1) use the te rms “equity-related inve stments” and “equity-
linked securities;” (2) refer only to  “equity-linked securities” in your 80% policy; and (3) provide
a definition of “equity-linked securities.”  The Prospectus also uses the term “equity-related securities .”  (Emphasis added.)  If you are using any of these terms as synonyms, please use only
one term for purposes of plain English as the cu rrent text is dense and confusing.  If not, add
definitions for “equity-related instruments” and “equity-related securities.”  Confirm that terms describing your investment strate gies harmonize throughout the re gistration statement, including
your description of the com ponents of your 80% basket ( e.g., types of securities, sectors and/or
industries).  13.  Please add the following sentence to the first bulleted risk point, "[t]he  risk of loss due to
this discount may be greater fo r initial investors expecting to sell their common shares in a
relatively short period after the comple tion of this initial public offering."

14.  In the fifth bulleted risk point, which curre ntly discusses leverage , please summarize the
Company’s current intention with  respect to using leverage.
 15.  As the following risk factors, which are di sclosed in the Prospectus, make the offering
speculative and/or one of high risk, please cons ider adding them to the Cover Page:

x “Our stock price may be volatile and could decline significantly and rapidly.”

x “We will have no limitation on the portion of our portfolio that may be invested in
illiquid securities, and we anticipate that all or a substantial portion of our portfolio may be invested in such illiquid securities at all times. . . [and we may invest without]
limitation in investments in which no secondary market is readily available or which are
otherwise illiquid.”

x “We intend to invest primarily in rapidly growing private companies, which involve
significant risks.”

x “An active, liquid, and orderly market for our common stock may not develop or be
sustained.  You may be unable to sell your shares of common stock at or above the price
at which you purchased them.”  Also, revise “at or above the price”  to “at, above, or
below the price.”
 See Item 1.1.j of Form N-2.

Wendell M. Faria, Esq.
Dentons US LLP Page 4 of 29
December 12, 2024

Cover Page- Pricing Table (page ii)

16.  Pleased revise the table's layout to conf orm to the formatting of Item 1.1.g of N-2.
17.  Confirm the table meets the requirements of In struction 3 to Item 1.1.g of Form N-2.  If you
have not included disclosure in  response to this Item, please tell us why in your response.
18.  Set forth in a footnote to the proceeds column  the total of other expenses of issuance and
distribution called for by Item 27, stated separa tely for the registrant and for the selling
shareholders, if any.  See Instruction 6 to Item 1.1.g of Form N-2.
19.  Please define the entity “Benchmark” noted in  Footnote “(2).”  Relate dly, the Cover Page at
the bottom of page ii refers to “The Benchmark Company.”  Please disclose the nature of this
entity.
20.  Please expand Footnote “(2)” to state that these expenses will be borne indirectly by the
common shareholders.  Also, clarify that the effect of this will be to immediately reduce the net
asset value of each common share purchased in this offering.
21.  In the Prospectus, please explain in detail the “pre-offering fees” not ed in Footnote “(2),”
including: (1) the fee amounts; (2 ) how the “seven percent (7.00%) sales load  . . . will be
reduced by the amount of these pre-offering fees ” and how the amounts paid to reduce the fee
will be accounted for; and (3) why describing these fees as a “reduction” to the 7.00% sales load
is not misleading as you, and indirectly the common shareholders, will bear these fees.  If these
fees are sales loads pursuant to Section 2(a)(3 5) of the Investment Company Act of 1940 (“1940
Act”), please define them as such in the disc losure and indicate that the common shareholders
indirectly will bear these fees.  Also, identify the governing document for these fees and file a copy of it as an exhibit to the Registration Statement.
22.
  The Cover Page briefly discusse s convertible debt s ecurities, forward contracts for future
delivery of stocks, and swaps.  Disclosure on page 49, however, states that you “do not anticipate
that forward contracts will be a significant part of [your] investme nts [and that you will invest] to
a limited degree . . . in forward contracts that i nvolve stockholders . . . .”  You have similar
disclosure regarding swaps on page 50.  Please note that neither the Cover Page nor the
Prospectus Summary should include disclosure about non-principal inves tment strategies and
risks.  See the Instruction to Item 3.2. of Form N-2.  See also Instruction 1 Item 8.4.  If you will
not invest principally in forward contracts or sw aps, please only discuss them in the Prospectus.
The Cover Page lists the following investments: c onvertible debt securities, forward contracts for
future delivery of stocks, and swaps.  The Prospectus Summary, however, in the section titled: (1) “Investment  Strategy”, only mentions conve rtible debt; (2) “Inves tment Types”, does not
discuss any of these investments; and (3) “Summa ry Risk Factors”, is s ilent about convertible
debt securities and swaps.  If any of these inve stments are principal inve stments of the Company,
please rectify these inconsistencies.  If any of these investments are principal investments, please add specific corresponding risk disclo sure.  If the Company will inve st principally in convertible
debt securities, please: (1) briefly define them in the Prospectus Summary (including the

Wendell M. Faria, Esq.
Dentons US LLP Page 5 of 29
December 12, 2024

meaning of  “convertible debt s ecurities with a significant equity  component” ); and (2) specify
their characteristics ( i.e., types of issuers, terms, credit quality ( e.g., if investing in junk bonds,
state as much in plain English and use the te rm “junk bonds.”))  If accurate, state on the Cover
Page that either a material amount or substa ntially all of your debt  investments will be
considered below investment grade, which are also known as “junk securities”, along with
duration and/or maturity features .  Also, disclose any policy you have for investing in unrated
securities.
23.  Confirm that convertible debt  securities are the only type of  debt instruments in which you
will invest principally or revise the disclosure accordingly.  We note the “Determination of Net
Asset Value” section on page 38 includes a broad category titled “Fixed-Income Investments.”
Please enhance that section to specifically di scuss how you will value c onvertible debt.
 Prospectus Summary

24.  Please add disclosure to the Prospectus Su mmary’s Investment Stra tegy and Summary Risk
Factors sections concerning your classifica tion as a non-diversified closed-end fund.
 25.  The third paragraph of the Cover Page states that you “will invest principally in . . .
companies, located primarily in the United Stat es, Europe and Asia, not including China, Hong
Kong or Macao.”  Please disclose in the Pros pectus Summary any allocation policy for, or
maximum or minimum limit on, inve stments in the specified lo cations (and/or any specific
countries therein).  In the Prosp ectus, indicate your criteria to deter mine that an issuer is tied to
the economic fortunes and risks of a country or region.
 26.  In the Prospectus Summary, please state the criteria you use to determine that a company is
one of the “ 30 . . . top  digital asset services and infrastructure companies.”  (Emphasis
added.)  Also, disclose your po licy concerning companies that do not  satisfy these criteria.  As
currently disclosed on the C over Page, the disclosure suggests  that you would not invest in any
such companies, but ultimately is unclear on this matter.

27.  If the Company will use a 20% basket for purpos es of its principal i nvestment strategies,
please state as much in the Prospectus Summary and specify the types of issuers and securities that will be included therein.    28.  Please clarify that although digital assets (or cr ypto assets) such as bitcoin or ether have been
called “cryptocurrencies,” they are not widely a ccepted as a means of payment.  Also, please
generally use the term digital asset or crypto asset when referring to bitcoin, ether, or similar assets.  Please also explain that it is the offer a nd sale of these assets, a nd/or the registration of
the assets themselves, that may be required under the federal secur ities laws and that, irrespective
of whether registration is required, the Company will not invest directly in crypto assets such a bitcoin, ether, and the like.  If direct inves tments in crypto assets are contemplated, please
explain to us how the Company will comply w ith the custody requirements of the 1940 Act or

Wendell M. Faria, Esq.
Dentons US LLP Page 6 of 29
December 12, 2024

revise the disclosure to state that there will be no direct investments in crypto assets.  See Section
17(f) of the 1940 Act.  29.  As it appears that you are referring to spot bitcoin and spot ether exchange-traded products,
please clarify that although they may have the term ETF in their name  or refer to themselves, or
be referred to by the media or general public, as  ETFs, they are not registered as investment
companies under the 1940 Act and thus are not subj ect to the requirements of the 1940 Act.  If,
as the disclosure also suggests, you will also consider investing in registered investment
companies that seek to provide exposure to the price performance of bitc oin and/or ether through
investments in derivatives, such as futures contracts, please revi se the disclosure accordingly.
 The Company (page 1)

30.  You state that, “throughout [the] prospectus . . . C1 Fund [is referred to] as . . . ‘we,’ ‘us’ or
‘our’.”  In certain disclosures, however, these terms are confusing as they appear to apply not to
the Company, but to othe r unidentified entities ( e.g., on page 2, the first bulleted risk point refers
to “our experience in analyzing digital asset services,”  and the second bulleted risk point states
“[w]e will further rely on our collective industry knowledge”).  Please note, Item 9 of Form N-2
requires that a registrant descri be concisely how the business of the registrant is managed.
Revise the disclosure, accordingly, to identify the correct entity or entities in relation to th