SecProbe.io

CORRESP
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 filename1.htm

 Wendell M. Faria, Esq.

 Partner

 wendell.faria@dentons.com

 D   +1 202 496 7408

 Dentons US LLP

 1900 K St NW

 Washington, DC 20006

 United States

 dentons.com

 Wendell Faria

 Partner

 April 25, 2025

 United States Securities and Exchange Commission
Division of Investment Management

 100 F Street, N.E.
Washington, DC 20549-3010

 Re:
 C1 Fund Inc. (the "Company")
Registration Statement on Form N-2/A
Filed November 12, 2024, as amended on January 21, 2025 and March 7, 2025
File Nos.: 333-283139, 811-24002

 Dear Ms. Varghese:

 This letter contains our responses to the
comments we received from the staff ("Staff") of the Securities and Exchange Commission (the "Commission")
on Amendment No. 2 to the Registration Statement on Form N-2 (the "Amendment") for C1 Fund Inc. (the
 "Company"), which we filed with the Commission on March 7, 2025. We received oral comments from you on
April 1, 2025 and April 3, 2025. Please see below our responses. For ease of reference, we have attempted to paraphrase
the comment preceding each response. Unless stated otherwise, references to a "prior comment" refer to oral comments
received from the Staff in February 2025. References to "Amendment No. 3" or the "Registration
Statement" refer to Amendment No. 3 to the Registration Statement filed on April 25 ,
2025. Page number references in our responses are to the page numbers in the clean version of Amendment No. 3, unless
stated otherwise. Capitalized terms used but not defined in this letter have the meanings ascribed in Amendment No. 3.

 General Comments

 1.
 Disclose
 the names of the Alternative Trading Systems ("ATSs") the Company intends to use, as these comprise a material part of
 the Company's strategy to acquire the C1 thirty companies.

 Response:
 The
ATSs the Company intends to use for purchasing securities are Forge Securities LLC (which is registered as a broker-dealer and operates
as an ATS), NASDAQ Private Market, LLC (which operates as an ATS through NPM Securities, LLC, its registered broker-dealer) and Hiive
Markets Limited (which is registered as a broker-dealer and operates as an ATS). We have disclosed these on pages 4 and
54 of Amendment No. 3.

 Comments Relating to the Staff's Prior Comments

 2.
 In furtherance of prior comment no. 12, revise the Registration Statement to state the exact definition of concentration pursuant to Instruction 1 to Item 8.2.b(2) of Form N-2.

 Response:
 We
 have revised the Registration Statement on pages 2 , 21 and S-3 to insert the definition of concentration set forth in
 Instruction 1 to Item 8.2.b(2) of Form N-2.

 3.
 In furtherance of prior comment no. 40, remove the disclosure regarding Rule 461(c) in the N-2, and instead supplementally advise regarding the same.

 Response:
 We
have removed the disclosure regarding Rule 461(c) from Amendment No. 3 on page C-3 . Further, the Company supplementally
discloses that prior to requesting acceleration of effectiveness of the Registration Statement, the Company will have obtained primary
and excess insurance policies insuring the Company's directors and officers against some liabilities they may incur in their capacity
as directors and officers. Under such policies, the insurer, on the Company's behalf, may also pay amounts for which the Company
has granted indemnification to the directors or officers. The costs of any such insurance will be borne in accordance with the requirements
of Rule 461(c) of the Securities Act of 1933, as amended (the "Securities Act").

 4.
 In furtherance of prior comment no. 48, supplementally explain if an agreement regarding the reimbursement of organizational expenses between the Company and the Sponsor is still being negotiated or, if no such agreement is contemplated, disclose what governs the reimbursement and the basis for discussing the reimbursement in the fee table.

 Response:
 The
Company has entered into a Contribution and Reimbursement Agreement with the Sponsor effective as of April 8, 2025, pursuant to
which the Sponsor agrees to pay for organizational and offering expenses of the Company prior to the closing of the Company's initial
public offering (the "IPO") and the Company agrees to reimburse the Sponsor for all such expenses following the closing of
the IPO. We have filed the Contribution and Reimbursement Agreement as Exhibit K(3) to Amendment No. 3 and have revised pages (iii),
13, 66 and F-6 of the Amendment No. 3 to disclose the terms of this agreement.

 5.
 In furtherance of prior comment no. 58, supplementally advise whether the Adviser, its affiliates or any affiliates of the Company have any relationship with Pitchbook.

 Response:
 None of the Adviser, its affiliates or any of the affiliates of the Company have any relationship with Pitchbook. Additionally, we supplementally advise the Staff that as part of our efforts to clarify and harmonize the descriptions of the Company's three principal investment channels, we have removed the reference to Pitchbook.

 6.
 In furtherance of prior comment no. 89, supplementally confirm whether the definition of C1 Thirty companies could include companies that are only end-users of digital asset technologies and crypto assets.

 Response:

 Companies that are merely end-users of digital
 assets technologies or crypto assets, would not be included in the C1 Thirty because such end-users would not meet our definition of a
 "digital asset services and technology company."

 We note that "digital asset services and
 technology companies" means "[c]ompanies whose principal business is to develop, sell or provide products and solutions
 related to the development, issuance, storage, custody, security, trading, management, compliance, marketing, analysis or processing of
 crypto assets or the development, management or servicing of permissioned or permissionless blockchain technology and infrastructure."
 (emphasis added). Companies that are mere end-users of digital assets technologies or crypto assets would not have a "principal
 business" in the areas identified in this definition.

 Please note, we have revised the Registration
Statement on page (v) to explain the meaning "principal business" as used in the definition of "digital asset services
and technology companies." This is further discussed in the response to comment no. 12 below.

 7.
 In furtherance of prior comment no. 94, affirmatively state in the Registration Statement the Company's temporary defensive policy and include a heading "Temporary Defensive Policy."  

 Response:
 We
have revised the Registration Statement to include an affirmative statement of the Company's temporary defensive policy under the
heading "Temporary Defensive Policy" on page 54 .

 8.

 In furtherance of comment no. 90 to the
 written correspondence from the Staff to the Company dated December 12, 2024:
 (a)   Supplementally
 disclose Dr. Kidwai's ownership in Forge Global Holdings Inc.
 (b)   Supplementally
 identify Dr. Kidwai's ownership in Forge Securities LLC, or any type of economic interest he has in the entity.
 (c)   If
 known, supplementally identify the percentage ownership held by Forge Global Holdings Inc. in Forge Securities LLC.
 (d)   Supplementally
 explain if Dr. Kidwai has any ownership interest in Forge Global Inc.
 (e)   Response
 90 states that Mr. Kidwai is not an affiliated person of Forge Securities LLC by virtue of control as defined in section 2(a)(9) under
 the Investment Company Act. Further explain this response. For example, is the company rebutting a presumption of control with this response?

 Response:

 (a)   As
 of the date of this letter, Dr. Kidwai owned approximately 0.28% of Forge Global Holdings Inc., a public company that is listed on
 the New York Stock Exchange under the symbol (FRGE) ("Forge Global Holdings"). As of April 10, 2025, according to MarketWatch,
 Forge Global Holdings had a market capitalization of approximately of $115 million.
 (b)   Based
 on information contained in Forge Global Holdings' Form 10-K for the year ended December 31, 2024, as filed with the SEC
 on March 6, 2025, Forge Securities LLC is an indirect wholly owned subsidiary of Forge Global Holdings. See Exhibit 21.1
 to Form 10-K. Dr. Kidwai does not have a direct ownership interest or any other direct economic interest in Forge Securities LLC.
 (c)   Please
 see our response to comment 8(b) directly above.
 (d)   Dr. Kidwai
 does not have any ownership interest in Forge Global Inc., which is a direct wholly owned subsidiary of Forge Global Holdings.
 (e)   Dr. Kidwai
 is not an affiliated person of Forge Securities LLC on any of the bases set forth in Section 2(a)(3) of the Investment Company
 Act, including on the basis of control.

 Comments Relating to the Form N-2 Registration
Statement

 9.
 On page 52, the Registration Statement states that the Company intends to invest in equity and equity-linked securities. Confirm that such investments will not be through SPVs, private funds or single-asset vehicles.  If the Company will may obtain exposure to equity securities through such vehicles please revise the disclosure accordingly. Additionally, please supplementally advise that the Company will comply with S-X 12-12.

 Response:
 The Company will not invest through SPVs, private funds or single-asset vehicles. We supplementally advise that the Company will comply with Regulation S-X 12-12.

 10.
 On page 54, the Registration Statement discloses that "we will purchase shares directly from stockholders, including current or former employees of privately held companies that meet our investment criteria." Supplementally describe if such transactions will occur through simple agreements for future equity ("SAFEs") or other instruments or agreements to obtain such shares from stockholders including current or former employees.  The disclosure further states that such sales "may be further restricted by provisions in company charter documents." Describe any risks with such investments including counterparty risks associated with such investments.

 Response:

 As disclosed on pages 7 and 57, the
 Company will enter into purchase agreements for substantially all of its private company portfolio investments. The Company plans to
 purchase securities directly from current or former employees of a privately held company through purchase agreements whereby the
 Company would acquire the subject securities immediately or promptly following the execution of such purchase agreements. If
 transfer restrictions apply to such securities, the Company will seek to obtain a waiver of transfer restrictions from the issuer.
 If a waiver cannot be obtained from the issuer, then the Company may structure the purchase agreement so that the Company would
 acquire the subject securities at such time when the transfer restrictions lapse. We have harmonized the disclosure
 accordingly.

 The Company does not intend to enter into SAFEs,
 as SAFEs are generally understood to refer to contracts directly between an investor and the issuer for securities that have not yet been
 issued.

 We have added a risk factor on page 24
regarding counterparty risks associated with one-off private transaction with eligible securityholders and we have added a corresponding
bullet point to the summary risk factors on page 11.

 11.
 Supplementally describe how the Company will utilize calibration as a required by ASC 820 when assessments are valued at fair value.  

 Response:
 In accordance with its valuation policies and procedures and in compliance with ASC 820, the Company will use primary and secondary sources to price any positions where such sources are available. For any positions where such sources are not available, the Adviser, in its capacity as the Valuation Designee, will obtain valuations from Houlihan Lokey LLC, a nationally recognized valuation advisory firm.

 12.
 Regarding the definition of "digital asset services and technology companies," disclose how the Company determines the "principal business" of a digital asset services and technology companies.

 Response:

 We have revised the Registration Statement
 on page (v) to disclose how the Company determines the "principal business" of potential investment targets.
 Specifically, we have added the following sentence to the end of the definition of "digital assets services and technology
 companies":

 "For the purposes of this definition, a
 company has a ‘principal business' in the foregoing activities (a) for a company that generates revenues from operations,
 if 50% or more of its revenue is generated from the foregoing activities, or (b) for a company that is not yet generating revenue
 from operations or for which we cannot obtain financial information, if the Adviser believes the company's business model seeks
 to generate a majority of its revenue from the foregoing activities."

 13.
 Does the definition of "digital asset services and technology companies," include companies that solely provide marketing services or solely analyze crypto assets? If not, clarify the disclosure.

 Response:

 Yes. The definition of "digital asset services
 and technology companies" includes companies that solely provide marketing services or solely analyze crypto assets. However,
 the Adviser currently is not aware of any such companies in the digital asset services and technology industry that would meet the Company's
 other investment criteria – namely the requirement that the target company have a valuation of at least $500 million. The Company's
 principal investment strategy allows the Company to invest in such marketing or analytics companies in the future, should any such companies
 satisfy the Company's other investment criteria.

 14.
 Supplementally disclose whether the definition of "digital asset services and technology companies" includes technology companies in the digital asset or blockchain space, or whether the definition is intended to capture technology companies broadly, outside that space.

 Response:
 The narrower reading of the definition of "digital asset services and technology companies" is correct. The defined term is meant to capture companies that provide digital asset services and digital asset technology, not technology companies broadly.

 15.
 Harmonize the disclosure regarding the Company's 80% principal investment strategy, particularly the statements concerning the companies whose business is not principally administered in the People's Republic of China, including Hong Kong and Macao.

 Response:

 We have revised the Registration Statement
 on pages (i), 4, 52, F-6 and S-4 to harmonize the references to the Company's policy to invest 80% of the total value of
 its assets in the C1 Thirty companies and particularly to clarify and harmonize the disclosures that the C1 Thirty companies will
 exclude companies whose business is principally administered in the People's Republic of China, including Hong Kong and
 Macao.

 Additionally, we are mindful of the Staff's
 prior comment to avoid repetitive disclosures and with that in mind we have attempted to limit the instances in which we repeat
 the language regarding the People's Republic of China, including Hong Kong and Macao.

 16.
 The term equity is defined to include securities futures, convertible securities, warrants and rights. Consider whether this is accurate considering the derivative and hybrid nature of these investments.

 Response:

 We respectfully advise the Staff that the term "equity security"
 as defined in Rule 3a11-1 under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), "means any
 stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription,
 transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest
 in a jo