SecProbe.io

CORRESP
 1
 filename1.htm

 Wendell M. Faria, Esq.
 Partner

 wendell.faria@dentons.com

 Dentons US LLP
 1900 K St NW
 Washington, DC 20006
 United States

 D +1 202 496 7408

 dentons.com

 Wendell Faria

 Partner

 July 30, 2025

 United States Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, DC 20549-3010

 Re:

 Thankam Varghese, Branch Chief
 C1 Fund Inc. (the "Company")
 Registration Statement on Form N-2/A
 Filed November 12, 2024, as amended on January 21,
 2025, March 7, 2025, April 25, 205, May 29, 2025 and July 28, 2025
 File Nos.: 333-283139, 811-24022

 Dear Ms. Varghese:

 This letter contains our response to an oral
comment we received from the staff ("Staff") of the Securities and Exchange Commission (the "Commission") on
Amendment No. 5 to the Registration Statement on Form N-2 (the "Amendment") for C1 Fund Inc. (the
 "Company"), which filing was accepted by the Commission on July 28, 2025. Please see below our response. For ease
of reference, we have attempted to paraphrase the comment preceding each response. References to "Amendment No. 5"
or the "Registration Statement" refer to Amendment No. 5 to the Registration Statement as accepted by the
Commission on July 28, 2025. Page number references in our responses are to the page numbers in the clean version of
Amendment No. 5, unless stated otherwise. Capitalized terms used but not defined in this letter have the meanings ascribed in
Amendment No. 5.

 Oral comment received July 29, 2025

 1.
 On page 4 of the Registration Statement, you refer to NPM Securities, LLC as "NPM Securities, LLC, (a registered broker-dealer, ATS, member of FINRA/SIPC and a wholly owned subsidiary of NASDAQ Private Markets, LLC)." On page 54, you refer to The NASDAQ Private Market, LLC as "The NASDAQ Private Market, LLC (which operates as an ATS through NPM Securities, LLC, its registered broker-dealer)." If these references are meant to refer to the same private secondary marketplace, please reconcile the reference on page 54 to conform to the reference on page 4.

 Response:
 We confirm to the Staff that the two references are meant to refer to the same private secondary marketplace, and the Company confirms to the Staff that it will revise the reference on page 54 to conform to the reference on page 4 in the final prospectus.

 If you have any questions, or if we may be of
any assistance, please do not hesitate to contact the undersigned at (202) 496-7408 or wendell.faria@dentons.com , or Brian Lee
at (212) 768-6926 or brian.lee@dentons.com .

 Very truly yours,

 /s/ Wendell Faria

 Wendell M. Faria, Esq.

 Partner

CORRESP
 1
 filename1.htm

 Wendell M. Faria, Esq.
 Partner

 wendell.faria@dentons.com
 Dentons US LLP
 1900 K St NW
 Washington, DC 20006
 United States

 D +1 202 496 7408

 dentons.com

 Wendell Faria

 Partner

 July 25, 2025

 United States Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, DC 20549-3010

 Re:
 Thankam Varghese, Branch Chief
 C1 Fund Inc. (the "Company")
 Registration Statement on Form N-2/A
 Filed November 12, 2024, as amended on January 21, 2025, March 7, 2025, April 25, 205, May 29, 2025 and July 25, 2025
 File Nos.: 333-283139, 811-24022

 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. 4 to the Registration Statement on Form N-2 (the "Amendment") for C1 Fund Inc. (the "Company"),
which we filed with the Commission on May 29, 2025. We received oral comments from you on June 6, 2025, June 16, 2025,
July 3, 2025 and July 11, 2025 and from Brian Szilagyi on June 12, 2025, July 1, 2025, July 11, 2025 and July 22,
2025. Please see below our responses. For ease of reference, we have attempted to paraphrase the comment preceding each response. References
to "Amendment No. 5" or the "Registration Statement" refer to Amendment No. 5 to the Registration Statement
filed on July 25, 2025. Page number references in our responses are to the page numbers in the clean version of Amendment
No. 5, unless stated otherwise. Capitalized terms used but not defined in this letter have the meanings ascribed in Amendment No. 5.

 Oral comments received June 6, 2025

 1.
 On page 14, the amounts in the expense example table do not appear to be correct based on the figures on the fee table. Please recalculate.

 Response:
 We have revised the expense example table on page 14. The revised calculations reflect a sales load of 7.00%.

 2.
 In the first sentence on page F-8, there appears to be an extra instance of the phrase "with the Adviser." Please consider removing the extraneous phrase.

 Response:
 We have revised the first sentence on page F-8 to remove the extraneous phrase "with the Adviser."

 3.
 On page (ii), in footnote (i) and elsewhere, please revise the description of the over-allotment option as being exercisable 30 days from the date of the final prospectus.

 Response:
 We have revised footnote (i) on page (ii), and elsewhere, to describe the over-allotment option as being exercisable 30 days from the date of the final prospectus.

 4.
 Please note that the third sentence on page 13 says "The expenses shown in the table and related footnotes are based on estimated amounts for the Company's first year of operations… " whereas footnote 5 of the table says, "Other Expenses are based on estimated amounts for the current fiscal year...." Please supplementally advise the Staff whether the difference in the description is intended, and revise accordingly, if necessary.

 Response:
 We supplementally advise the Staff that the difference between the two sentences is intentional. We have clarified the Registration Statement on pages 13 to 14 to make clear that Other Expenses are based on estimated amounts for the current fiscal year.

 5.
 Please include more fulsome disclosure in the subsection "risks associated with investment in private companies" that C1 Fund expects to use to access securities in C1 Thirty companies through (i) purchases on private secondary marketplaces, (ii) direct purchases in private offerings, and (iii) purchases in one-off private transactions. For example, regarding purchases in one-off private transactions, please add (or consider adding) risk disclosure regarding the need to obtain waivers of transfer restrictions and the risk that such waivers may not be obtained.

 Response:
 We have added an additional bullet point in the Summary Risk Factors section under the sub-header "Risks Associated with Our Investments" to disclose the risks the Company faces in utilizing the three channels of acquiring securities of C1 Thirty companies. In addition, on pages 23 to 24 we have added more fulsome risk factor disclosure.

 6.
 On page S-3, please disclose the definition of majority of outstanding voting securities as set forth in Section 2(a)(42) of the '40 Act.

 Response:
 On page S-3, we have disclosed the definition of majority of outstanding voting securities as set forth in Section 2(a)(42) of the ‘40 Act.

 7.
 Please include description of fundamental policy with respect to short sale purchases on margin and the writing of put and call options. See Item 17.2 of Form N-2.

 Response:
 We revised the Statement of Additional Information to disclose the Company's fundamental policy with respect to short sale purchases on margin and the writing of put and call options.

 8.
 Supplementally explain whether it could take longer than 2 weeks to obtain waivers and consents of transfer restrictions.

 Response:

 We supplementally advise the Staff that, because
 private companies that meet our investment criteria are likely to have established procedures allowing for their securities to be sold
 in order to streamline requests from their shareholders, the Company expects that it will be successful in obtaining the required approvals
 or waivers of the contractual transfer restrictions (including waivers of Rights of First Refusal ("ROFRs")) after the
 execution of the purchase agreement by following established procedures.

 While the Company expects that it will be able
 to obtain the required approvals or waivers of the contractual transfer restrictions (if any) generally within two weeks from the time
 of executing a purchase agreement, there may be cases in which the Company may require a period longer than two weeks to obtain the requested
 approval or waiver. For this reason, the Company will structure its purchase agreements for the acquisition of securities issued by C1
 Thirty companies to provide that approval of the transfer of securities or waiver of the transfer restrictions must be obtained within
 30 days from the date of execution, and that the purchase agreement will terminate automatically if no such approval or waiver is obtained
 within 30 days following the date of execution.

 Oral comments received June 12, 2025

 9.
 Does the entering into the first purchase agreement trigger (i) commencement of operations, (ii) the Fund's NAV calculations and (iii) the Company's performance clock?

 Response:
 Rule 482(d) under the Securities Act of 1933, as amended (the "1933 Act"), provides that, in general, a fund calculates its standardized average annual total return from the date of the effectiveness of its registration statement. (See e.g., Rule 482(d)(3) under the 1933 Act and Item 24(g)(2)(B) of Form N-2.) The Company further understands that the Staff has taken the position that Rule 482 under the 1933 Act generally requires a fund to calculate standardized total return from the date its registration statement becomes effective. 1 Accordingly, we supplementally advise the Staff that the Company will consider the effective date of its registration statement on Form N-2 to be the trigger date for (i) the commencement of operations, (ii) the Company's performance clock, and (iii) the Company's NAV calculation.

 10.
 Are there any fees or costs relating to the execution of the purchase agreement. If so, how are they accounted for?

 Response:

 With respect to any acquisitions of securities
 effected through ATSs, the Company typically will incur fees between 1% to 5% of the transaction cost for executing transactions on an
 ATS. In some transactions with eligible shareholders, the Company may be required to pay a commission or other similar compensation to
 a broker-dealer for executing these transactions. This fee is typically between 2% to 5% of the transaction cost. We further supplementally
 advise the Staff and disclose in the Registration Statement on page 54 that if the transaction does not settle for reasons such as
 the issuer exercises its ROFR or if the seller breaches its obligation to sell the securities, we will not incur ATS fees or brokerage
 commissions. We have revised the N-2 to disclose these fees on pages 4 and 54 and the risks associated with such fees on page 23
 of the Amendment.

 The Company accounts for these fees as costs of
 the transaction and part of the subject securities' total cost incurred by the Company.

 11.
 After the purchase agreements are entered into, how will the purchase agreements be valued and how will they be marked to market? Who will be providing these valuations?

 Response:

 With respect to a purchase agreement for securities
 that are not subject to any transfer restrictions, the securities underlying the purchase agreement will be recorded at fair value as
 an investment asset in accordance with the requirements of ASC 820-10-30-2 at the time of the execution of the purchase agreement. These
 values will be marked to market at the next valuation date as of the last day of each fiscal quarter.

 With respect to a purchase agreement for securities
 that are subject to transfer restrictions (such as a ROFR), the securities underlying the purchase agreement will be recorded at fair
 value as an investment asset in accordance with the requirements of ASC 820-10-30-2 and ASC 946-320-25-2 at the time when any and all
 transfer restrictions have been satisfied. These values will be marked to market at the next valuation date as of the last day of each
 fiscal quarter.

 The Company, in consultation with its independent
valuation firm, EisnerAmper, determines a fair value for the securities, as of the last day of the Company's fiscal quarter.

 1 See Comstock Partners Strategy Fund, Inc. (pub. avail.
Apr. 6, 1995).

 12.
 What is the settlement period for the purchase agreement? What factors go into determining when the settlement period begins and ends? And once the purchase agreement is settled, where is the purchase agreement custodied?

 Response:

 As disclosed in the Registration Statement, the Company's
 purchase agreements will provide that approval of the transfer of securities or waiver of the transfer restrictions must be obtained within
 30 days from the date of the execution of the purchase agreement.

 The settlement period commences when the purchase
 agreement is executed. The settlement period ends when either (i) the purchase is fully performed or (ii) when the purchase
 agreement is automatically terminated if applicable waivers of transaction restrictions or approvals of transfers are not obtained.

 The purchase agreement is settled when (a) the
 Company wires the funds for the purchase to the sellers and such funds are received by the seller, and (b) we receive written notification
 from the issuer of the subject securities that the securities are transferred and recorded in the books and records of the issuer. The
 Company expects that (a) and (b) happen simultaneously and there would not be any instance where (a) occurs, but (b) does
 not occur. The Company notes that, each of (a) and (b) are initiated only if the applicable waivers of transaction restrictions
 or approvals of transfers are obtained, and will occur within 2 business days from the time that applicable waivers of transaction restrictions
 or approvals of transfers are obtained, such that the entirety of the settlement period, from the time of signing of the purchase agreement
 to the time of the wiring and receipt of the funds and the recording of the transfer of the securities on the books and records of the
 issuer, shall not exceed 35 days in accordance with Rule 18f-4(f) of the Investment Company Act of 1940. The Company reasonably
 expects that issuers of the securities that it purchases (i.e. C1 Thirty companies) have prior experience in handling secondary transactions
 and booking and recording transfers of their securities. The Company also believes that capitalization table management software is widely
 used by private companies, especially C1 Thirty companies, and therefore, the Company reasonably expects that the issuer's recording
 of the transfer of the securities in its books and records could be completed within two business days.

 We have supplemented page 23 of the Registration Statement
 to disclose that "The purchase agreements will provide that in any such case, the agreement will terminate automatically if (i) approval
 of the transfer of securities or waiver of the transfer restrictions is not obtained within 30 days from the signing of the purchase agreement,
 or (ii) the closing of the purchase agreement, which is completed upon the wiring and receipt of the funds and the recording of the
 transfer of the securities on the books and records of the issuer, does not occur within 35 days from the signing of the purchase agreement."

 We also note to the Staff that within the "Payment
 and Settlement" row of the table on page 57, we disclose that the Company will close on the transaction to acquire the securities
 by making the payment for the securities within one or two business days of resolving any transfer restrictions, and upon payment, the
 issuer records the transfer of the securities in its books and records. The total time from signing of the purchase agreement to settlement
 will be no more than 35 days.

 With respect to a purchase agreement for securities
 that are not subject to any transfer restrictions, the Company recognizes the securities as being purchased at the time of the execution
 of the purchase agreement, and upon execution of such purchase agreement, the securities are entered at cost (plus any direct transaction
 cost) as Assets (debit) and a corresponding entry in Payables (credit).

 With respect to a purchase agreement for
securities that are subject to any transfer restrictions (such as a ROFR), the securities underlying the purchase agreement will be recorded
at fair value as an investment asset in accordance with the requirements of ASC 820-10-30-2 and ASC 946-320-25-2 at the time when any
and all transfer restrictions have been satisfied.

 We view the purchase agreements merely as documenting the terms and conditions for the purchase of
 the underlying securities, and the purchase agreements themselves are not custodied because the securities are the assets rather
 than the purchase agreements. Copies of the purchase agreements will be maintained by the Company, SS&C, as the Company's
 administrator, transfer agent and registrar, as part of the books and records of the Fund required by Rules 31a-1(b) and 2a-5 under the Investment
 Company Act, and the Custodian. The underlying securities are custodied as described in our response to comment 13 below.

 13.
 Once the purchase agreement is entered into, how long would it be for the underlying securities to be custodied by the Company's custodian? Is it the intention that all the securities subject to the purchase agreement be delivered at the same time, or by piecemeal? If delivered piecemeal, please explain how the securities and purchase agreement are separately valued.

 Response:

 We supplementally advise the Staff that, once
 the purchase agreement is entered into, the settlement period begins. A description of the settlement period is set forth in our response
 to Comment 12 above.

 In accordance with the Company's
 Custody Agreement with U.S. Bank, National Association ("US Bank" or the "Custodian"), as Custodian, US Bank will maintain custody of
 certificated securities in accordance with the Custody Agreement, a form of which was previously filed with the Registration
 Statement. The Custodian will maintain complete and accurate records with respect to such securities. As to any securities that are
 uncertificated, the issuer of the securities will provide the Company written notice indicating that, under the bo

CORRESP
 1
 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

 June 9, 2025

 Thankam Varghese, Branch Chief

 Brian Szilagyi, Staff Accountant

 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, March 7, 2025, April 25, 2025, and May 29, 2025
 File Nos.: 333-283139, 811-24002

 Dear Ms. Varghese:

 We are submitting this letter to supplement one
of the responses to our prior letter dated May 29, 2025 (“Prior Response Letter”), in which we set forth our various responses
to comments we received from the staff (“Staff”) of the Securities and Exchange Commission (“SEC” or “Commission”)
on Amendment No. 3 (“Amendment”) to the Registration Statement on Form N-2 (the “Registration Statement”) for
C1 Fund Inc., (the “Company”).

 We understand that the Staff may have follow up
accounting/valuation comments concerning our response to Comment No. 23 of the Prior Response Letter. In that letter we indicated, in
response to the Staff’s question, that the purchase agreements that the Company intends to execute in connection with the purchase
of securities of C1 Thirty companies should be treated as unfunded commitment agreements within the meaning of Rule 18f-4(e) under the
Investment Company Act of 1940, as amended (the “Investment Company Act”).

 We wish to clarify that the Company intends to
treat each purchase agreement for the purchase of securities of C1 Thirty companies as an agreement for the purchase of securities on
a forward-settling basis, as described in Rule 18f-4(f) under the Investment Company Act. The Company's purchase agreements will provide that approval of the transfer of securities or waiver of the transfer restrictions must
be obtained within a specific period of time, within 14 days, which may be extended to a maximum of 30 days from the date of the execution
of the purchase agreement. As such, each purchase agreement will settle
on a basis that is longer than 1 day from the trade date but no longer than 35 days from this date. In addition, each purchase agreement
will provide for the physical delivery of the securities being purchased. Consequently, these purchase agreements will not be treated
as forward contracts (included in the definition of “derivatives transaction” in Rule 18f-4(a)), nor as unfunded commitment
agreements described in Rule 18f-4(e).

 We believe that treating a purchase
agreement as one that settles on a forward-settling basis for purposes of Rule 18f-4 is more appropriate and consistent with the
discussion of delayed settlement contracts in the release adopting Rule 18f-4. See Investment Company Act Release No. 34084,
85 FR 83162, Use of Derivatives by Registered Investment Companies and Business Development Companies (Dec. 21, 2020) (the
 “Adopting Release”). In that release, the Commission explained that agreements for the purchase of securities on a
forward-settling basis should not be treated as “senior securities” for purposes of Section 18 of the Investment Company
Act and, thus, as forward contracts or other contracts covered by Rule 18f-4 because (i) the short period between trade date and
settlement date limits the ability of a fund to leverage its portfolio by engaging in these types of transactions, and (ii) the
physical delivery of securities upon settlement is not a feature of forward and other similar contracts that are structured and
treated as derivatives for purposes of Section 18 of the Investment Company Act. See Adopting Release at text accompanying n.
105.

 We believe that the purchase agreements for the
acquisition of securities of C1 Thirty companies are agreements for the purchase of securities on a forward-settling basis, as contemplated
by Rule 18f-4(f) and, therefore, should not be treated as “senior securities” for purposes of Section 18(a) of the Investment
Company Act and the requirements of Rule 18f-4. The maximum 30-day period to settlement will be a term of each purchase agreement, which
will be well within the 35-day period the SEC permits for treating the purchase agreement as a forward-settling contract excepted by Rule
18f-4(f). In addition, each purchase agreement will provide for the physical delivery of the securities being purchase upon settlement.
The Company will record the securities as owned in its Schedule of Investments only after physical delivery of securities upon settlement.
As stated above, C1 Fund’s prospectus will disclose that each agreement for the purchase of common stock will physically settle by delivery
of the securities typically within 14 days but, in any event, no later than 30 days after the execution of the purchase agreement. We
will also revise the disclosure to provide that if the purchased is not physically settled within 30 days due to a failure to obtain the
necessary transfer restriction waivers or consents, then the purchase agreement will automatically terminate, and the Company shall not
be obligated to consummate the purchase.

 In the foregoing circumstances, we believe that
it is appropriate to record ownership of securities that are the subject of a purchase agreement for the acquisition of securities of
a C1 Thirty company at the time of settlement.

 We note that we are scheduled to discuss additional
comments with the Commission’s Accounting staff on June 12, 2025. If you have any questions before then, or if we may be of any
assistance before this time, please do not hesitate to contact the undersigned at (202) 640-8259 or wendell.faria@dentons.com ,
or Brian Lee at (212) 768-6926 or brian.lee@dentons.com .

 Very truly yours,

 /s/ Wendell M. Faria

 Wendell M. Faria, Esq.

 Partner

CORRESP
 1
 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

 May 29, 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, March 7, 2025 and April 25
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. 3 to the Registration Statement on Form N-2 (the "Amendment") for C1 Fund Inc., (the "Company"),
which we filed with the Commission on April 25, 2025. We received oral comments from Brian Szilagyi on May 7, 2025, and from
you on May 19, 2025, and May 22, 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. 4" or the "Registration Statement" refer
to Amendment No. 4 to the Registration Statement filed on May 29, 2025. Page number references in our responses are to the
page numbers in the clean version of Amendment No. 4, unless stated otherwise. Capitalized terms used but not defined in this
letter have the meanings ascribed in Amendment No. 4.

 Accounting Comments

 1.
 In the Shareholder Transaction Expenses Table on page 13, please disclose the Sales Load to the nearest hundredth of a percent.

 Response:
 We have revised the Shareholder Transaction Expenses Table to disclose that the Sales Load is 7.00% of the offering price.

 2.
 In the Annual Expenses Table on page 13, please disclose all fees as a percentage of net assets. We note from footnote 4 to this table that the Management Fee is 2.5% of gross assets; therefore, we think that the Management Fee as a percentage of net assets should be a different number. Please either recalculate the Management Fee as a percentage of net assets or make corresponding changes to present the information contained in this Table and elsewhere in the Registration Statement and related Agreements consistently.

 Response:
 The Investment
Advisory and Management Agreement has been amended to provide that the Management Fee equals 2.50% of the Company's net assets,
rather than gross assets. We made revisions throughout the Registration Statement to reflect this change, including in the Glossary,
the Prospectus Summary, footnote 4 to the Annual Expenses Table, the Management section, the Statement of Additional Information and
the Notes to Financial Statements. We filed a copy of the Amended and Restated Investment Advisory and Management Agreement, dated as
of May 27, 2025, as Exhibit 99(g) to the Registration Statement. As a result of this change, the Annual Expenses Table on page 13
will continue to show the Management Fee (as a percentage of net assets attributable to Common Shares) to be 2.50%.

 3.
 In footnote 4 to the Annual Expenses Table on page 13, the reference in the last sentence should be changed from "gross assets" to "net assets."

 Response:
 We made this change in footnote 4 to the Annual Expenses Table.

 4.
 On page 14, in footnote 5 to the Annual Expenses Table, please consider revising or deleting the last sentence to clarify this disclosure.

 Response:

 In response to the Staff's comment no. 25
 below, we have removed the line item for "Interest Payments on Borrowed Funds" from the Annual Expenses Table and have also
 removed the corresponding footnote no. 5.

 The language in question was also present in the
 Leverage section of the Summary Prospectus on page 8, which we have revised to clarify. That section now states: "Within
 the first 12 months following the effectiveness of this registration statement, we will not borrow money or issue debt securities or preferred
 shares."

 5.
 If the Company makes any changes to the example expense table on page 14, such changes should be reflected in the following paragraphs.

 Response:
 As discussed in our response to comment number 2 above, the Investment Advisory and Management Agreement has been amended to provide for a Management Fee equal to 2.50% of the Company's net assets, rather than gross assets. Consequently, we did not make any changes to example expenses table and the paragraphs that follow the table.

 6.
 Remove "Class A" from the description of the common stock in the Statement of Assets and Liabilities on page F-3.

 Response:
 We made this change.

 7.
 In Note 1 to the Financial Statements on page F-5, define the "Over-allotment Option."

 Response:
 We revised Note 1 to Financial Statements to include a description of the over-allotment option. Because the over-allotment option is not discussed elsewhere in the Financial Statements or notes thereto, we decided not to include it as a defined the term in Note 1.

 8.
 Clarify whether the Company currently holds cash equivalents. If it does hold cash equivalents, confirm whether the auditors have verified the securities owned by actual examination or by receipt of a certificate from the custodian, and if so (by either method), re-issue the auditor's report to reflect this.

 Response:
 The Company currently does not hold securities or other cash equivalents. The assets listed as "Cash" in the Statement of Assets and Liabilities consist solely of cash. Note 2 to the Financial Statements has been revised to clarify this point.

 9.
 Delete reference to amortization in the reference to the offering costs on page F-8.

 Response:
 We made the requested change.

 Legal Comments

 10.
 Given that the response to prior comment 32 states that the company isn't aware of any BDCs whose strategy focuses on the digital asset services and technology industry, consider whether corresponding revisions to the Registration Statement are appropriate.

 Response:
 We have
 revised the Registration Statement on pages 21, 52, 60 and S-4 to clarify that the Company is not currently aware of
 any BDCs that invest in digital asset services and technology companies, but if the Company become aware in the future of any such
 BDCs, the Company may invest in them.

 11.
 Please
disclose whether the Company intends to make offers to repurchase the Company's shares.

 Response:
 The
 Company does not intend to make offers to repurchases its own shares and we have added a statement to this effect on pages
 65 and S-14 of the Registration Statement.

 12.
 The definition of "digital asset services and technology companies" on the cover page does not align with the defined term in the glossary, which includes a revenue test. On the cover page, consider referencing the defined term in the glossary or revising the definition to include the revenue test so that the cover page aligns with the glossary.

 Response:
 On the cover page, we have removed the definition of the term "digital asset services and technology companies" and replaced it with a reference to the defined term in the glossary.

 13.
 The 80% policy discussed on the cover page does not directly align with the 80% policy discussed in the Investment Strategy section of the summary prospectus. Please reconcile.

 Response:
 We have revised the Investment Strategy section of the Summary Prospectus on page 2, as well as disclosures on pages 4, 21, 52, 54, S-3 and S-4 Registration Statement, to harmonize the description of the Company's 80% policy. These disclosures now align with the cover page and state: "Under normal market conditions, we will invest at least 80% of our total assets in equity and equity-linked securities issued by the C1 Thirty companies."

 14.
 In the third row of the table on page (ii) of the cover page, please either (1) revise to state "Proceeds, before expenses, to the Company," or (2) add a separate row to the table showing offering expenses.

 Response:
 We have revised the third row of the fee table on the cover page to be "Proceeds before expenses, to the Company"

 15.
 The term "C1 Thirty companies" is defined slightly differently on page 2 than in the glossary. Please reconcile.

 Response:
 We have revised page 2 to reconcile the defined term "C1 Thirty companies".

 16.
 The description of the Company's 80% policy on page 2 differs slightly from the description on the cover page. Please reconcile.

 Response:
 We have revised the Registration Statement on pages 2, 4, 21, 52, 54, S-3 and S-4 to reconcile the description of the Company's 80% policy with the description of the same on the cover page.

 17.
 The Registration Statement prominently features and discusses use of "private secondary marketplaces." Given that the Investment Committee members have observed that there are opportunities to acquire more than $10 million of securities of private digital asset services and technology companies on such marketplaces each month, please supplementally explain if the Company believes that that level of liquidity will be sufficient to implement the Company's investment strategy, including if the Company were successful in attracting significant assets.

 Response:
 The Company believes and expects that the level of liquidity in private secondary marketplaces will indeed be sufficient to execute its
investment strategy if the Company is successful in attracting significant investments in the IPO. In confidential data shared with the
Company by one alternative trading system, there was more than $14 million of closed transactions of privately held blockchain and blockchain
software companies in the past 60 days on that one single ATS. The Company believes that the number represents only a fraction of the
underlying opportunities that would be available to the Company because the Company believes that greater opportunities would be available
to the Company if the Company is successful in attracting significant investments in the IPO. Furthermore, the Company expects that there
are additional opportunities to invest in suitable private digital asset services and technology companies through other ATSs, and therefore,
the Company was conservative in supplementally advising the Staff that there are opportunities to acquire more than $10 million of securities
of private digital asset services and technology companies on such marketplaces each month. The Company also notes that investment opportunities
through ATSs is just one of three channels of investment that the Company plans to use. As disclosed in the Registration Statement, the
Company also seeks to acquire securities of suitable private digital asset services and technology companies through private offerings
directly from the issuer, and though one-off private transactions with eligible securityholders. By using all three channels, the Company
believes and expects that there will be sufficient investment opportunities to execute its investment strategy.

 18.
 The Company's response to prior comment 10 states that the Company plans to purchase securities directly from current and former employees through "purchase agreements whereby by the Company would acquire the subject securities immediately or promptly following the execution of such purchase agreements." Please supplementally explain and disclose (1) how the Company is defining "immediately or promptly," (2) when the Company will make payments under these agreements, and (3) the material conditions or terms to make payment and acquire the securities.

 Response:
 We have expanded our disclosure in the Registration Statement relating to the Company's plans to acquire securities directly from securityholders through purchase agreements. As disclosed on page 57 of the Registration Statement, preferred stock of private companies is typically not subject to contractual transfer restrictions, and therefore, the Company expects to make payments for and close on transactions to acquire such securities within one to two days of execution of a purchase agreement. Conversely, common stock of private companies is typically subject to contractual transfer restrictions. The Company expects to obtain the necessary prior approvals before executing a purchase agreement for such securities or will obtain a waiver from contractual restrictions on a proposed transfer. When a waiver is needed, the Company expects to obtain one within one week or two weeks following the execution of the purchase agreement. Within one or two business days of receipt of these waivers, the Company will close on the transaction to acquire the securities and make the payment for the securities. The only material conditions to making payment and acquiring the securities are (1) obtaining approvals/waivers from the issuer and rightsholders, as applicable, for the transfer of the shares to the Company upon payment and (2) execution of assignment certificates relating to the transfer of the securities.

 19.
 Please supplementally explain whether these purchase agreements will be for direct security interest in the private companies or if the purchase agreements will provide indirect exposure to the private companies. If they will provide indirect exposure, then please supplementally provide and disclose more detail about the indirect exposure.

 Response:
 We have expanded our disclosure in the Registration Statement relating to the Company's plans to acquire securities directly from securityholders through purchase agreements. As disclosed on page 57 of the Registration Statement, upon payment of the security, the Company will hold a direct interest in the securities. The Company will not enter into derivate contracts, forward agreements or option arrangements for the purchase of the securities.

 20.
 Regarding these purchase agreements, the Company's response to prior comment 10 indicates that the Company will first attempt to obtain a waiver of any transfer restriction from the issuer and if a waiver is not obtained, the Company will structure the agreement to acquire the relevant securities once the transfer restrictions lapse. Please supplementally address and disclose (1) how this will impact valuation and (2) how this will impact the Company's ability to state that it owns the subject securities.

 Response:
 We have expanded our
 disclosure in the Registration Statement relating to the Company's plans to acquire securities directly from securityholders
 through purchase agreements. As disclosed on page 57 of the Registration Statement, preferred stock of private companies
 is typically not subject to contractual transfer restrictions, and therefore, there is no impact to the valuation of the
 securities. As disclosed on page 57 of the Registration Statement, with respect to common stock, which is typically
 subject to transfer restrictions, we expect to either obtain prior approval for a transfer before entering into a purchase agreement
 or obtain a waiver of the transfer restrictions within one or two weeks of executing a purchase agreement, and
 accordingly the impact to the valuation of the securities is likely to be immaterial. Valuations of private companies are based
 primarily on milestone events, and we will seek to avoid entering into purchase agreements for securities in close proximity to
 planned milestone events that we have become aware of through our due diligence process. Because each purchase agreement will carry the risk of closing conditions (including the waiver of transfer restrictions) not being satisfied
and the purchase agreement thereby being terminated before consummation of the transaction, we will treat securities as acquired only
once they have been paid for and received subject to satisfaction of the applica

CORRESP
 1
 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

CORRESP
1
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

March 7, 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. Browning:

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. 1 to the Registration Statement on Form N-2 (the “Amendment”) for C1 Fund Inc., (the “Company”),
which we filed with the Commission on January 21, 2025. We received oral comments from Brian Szliagyi of the Commission staff on
February 12, 2025, and from you on February 14, 2025 and February 18, 2025. Please see below our responses. For ease of
reference, we have attempted to paraphrase the comment preceding each response. References to “prior comment” refer to comments
received from the Staff in its December 12, 2024 letter. References to “Amendment No. 2” refer to Amendment No. 2
to the Registration Statement filed on March 7, 2025. Page number references in our responses are to the page numbers in the clean version of Amendment No. 2, unless stated otherwise. Capitalized
terms used but not defined in this letter have the meanings ascribed in Amendment No. 2.

General Comments

    1.
    We note that we may have additional comments pending further review of the Registration Statement.

    Response:
    The Company acknowledges the Staff’s comment.

    2.
    The Staff may supplementally request any test-the-waters materials used in connection with this Offering. Please keep the Staff apprised of any material changes to test-the-water materials.

    Response:
    The Company acknowledges the Staff’s comment. There have been no material changes to the test-the-waters materials that was shown to the Staff via videoconference on January 24, 2025.

Comments Relating to the Staff’s Prior Comments

    3.
    In furtherance of prior comment no. 8, please harmonize the descriptions of the Adviser’s management. We note that in certain places, the terms “Adviser” and “principals of the Adviser” appear to be used interchangeably.

    Response:
    The
    Company has harmonized the term Adviser throughout Amendment No. 2 and added a Glossary of Frequently Used Defined Terms (the “Glossary”) on page v. The Glossary of Amendment No. 2 now makes
    clear that the Company uses the term “Adviser” to refer to “C1 Advisors LLC,” which is the entity that
    serves as investment adviser to the Company, and the term “Investment Committee” when referring to the Adviser’s
    Investment Committee and the individuals that comprise the Investment Committee.

    4.
    In
    furtherance of prior comment no. 9, please disclose whether the Company has applied to list its common stock on the New York Stock
    Exchange. Please also disclose whether the offer and sale of the common stock is conditioned upon the approval from the New York
    Stock Exchange (“NYSE”) to list the common stock on the NYSE.

    Response:
    The Company has updated the disclosure on the cover of the prospectus to indicate that the Company has applied to list its common stock (the “Common Shares”) on the NYSE. The Company has also added disclosure on the cover of the prospectus of Amendment No. 2 to indicate that the offer and sale of the Common Shares and the trading of such shares on the NYSE is conditioned on the NYSE’s approval to list the Common Shares.

    5.
    In furtherance of prior comment no. 10, please remove the discussion of non-principal strategies from the cover page and prospectus summary.

    Response:
    The Company has removed the discussion of non-principal investment strategies from the cover page and prospectus summary of Amendment No. 2. The Company has also clarified the Company’s principal investment strategy in Amendment No. 2.

    6.
    In furtherance of prior comment no. 10, we note that there appears to be an inconsistency in how you describe private secondary marketplaces. See for example, your responses to prior comment 10 and prior comment 41.

    Response:

    The Company has revised the penultimate sentence
    in our response to prior comment 10 to state that “Each of the marketplaces listed in the Staff’s comment is currently registered
    (or has an affiliate that is registered) as a broker-dealer and ATS.” (Italics added to emphasize the added words in order
    to harmonize our responses to prior comment 10 and prior comment 41.)

    The Company has also revised our disclosure on
    page 4 of Amendment No. 2 accordingly.

    7.
    In furtherance of prior comment no. 11, in describing your principal investment strategy, please harmonize usage of inconsistent terms throughout the registration statement. We note that certain terms seem to be used interchangeably, such as “private” vs “non-public” or “rapidly growing” companies vs. “leading” companies.

    Response:
    The Company has revised our description of the Company’s principal investment strategy in Amendment No. 2 using clear and consistent terms. The Company has added a Glossary on page v of Amendment No. 2 to assist the reasonable investor. For example, Amendment No. 2 no longer uses the term “non-public company” and instead consistently uses the term “private company.” In the Glossary of Amendment No. 2, the Company provides a definition of the term “private company.”

    8.
    In furtherance of prior comment 12, define “equity-linked securities” and add an attendant risk factor.

    Response:

    The Company has defined the term “equity-linked
    securities” in Amendment No. 2 to mean a security the returns on which are linked to the performance of an equity security or
    a basket or index of securities. This definition is set forth on the cover page and in the Glossary of Amendment No. 2.

    The Company has added a related risk factor on
    page 25 of Amendment No. 2.

    9.
    In furtherance of prior comment 14, please harmonize the disclosure regarding leverage. Please reconcile your disclosure on page 9 and page 15.

    Response:
    The Company has revised its disclosure regarding leverage on page 8 of Amendment No. 2 to harmonize with the disclosure on page 14 of Amendment No. 2.

    10.
    In furtherance of prior comment 21, please harmonize the disclosure regarding the 7% sales load. We note that the 7% sales load is incorrectly referred to as a reduction in the third paragraph of the Underwriting section.

    Response:
    The Company has revised the disclosure of the 7% sales load in the third paragraph of the Underwriting section of Amendment No. 2 to harmonize with the discussion of the 7% sales load in other parts of this Amendment No. 2.

    11.
    In furtherance of prior comment 35, please harmonize your use of the term “C1 Thirty company” with other terms which you seem to use interchangeably.

    Response:
    The
    Company has harmonized the description of “C1 Thirty company” throughout Amendment No. 2. The Company notes that
    Amendment No. 2 also uses the term “portfolio company” to describe companies that the Company invests in (whether
    through its principal strategy or its non-principal strategy). The Company has added definitions of “C1 Thirty,” “C1 Thirty
    companies” and “portfolio company” in the Glossary to help the reasonable investor in better understanding these terms.

    12.
    In furtherance of prior comment 36, where applicable in the prospectus, please explain the meaning of “concentration.” See Item 8.2(b)(2) of Form N-2.

    Response:
    On pages 2 and 21 of Amendment No. 2 and elsewhere, the Company explains that “[t]he Investment Company Act requires the Company to state the extent, if any, to which it concentrates investments in a particular industry or group of industries. While the Investment Company Act does not define what constitutes “concentration” in an industry, the staff of the SEC takes the position that, in general, investments of more than 25% of a fund’s assets in an industry constitutes concentration.”

    13.
    In furtherance of prior comment 46, with respect to the investment channels cited, please disclose approximate percentages of the Fund’s assets that will be invested through such channels.

    Response:
    As described on page 4 of Amendment No. 2, the Company intends to acquire securities in pursuit of its principal investment strategy through the following principal channels: (i) making purchases on private secondary marketplaces, (ii) making direct purchases in non-public offerings and (iii) making purchases in one-off private transactions. As disclosed in Amendment No. 2 on page 4, C1 Advisors does not have predetermined limits or requirements for acquiring securities through any particular channel. The Company believes not having a predetermined percentage allows it to maximize stockholder value.

    14.
    In furtherance of prior comment 46, please explain how the Fund will identify one-off transactions with accredited investors in the C1 Thirty Companies.

    Response:
    The Company has revised the disclosure on pages 4 and 54 of Amendment No. 2 and elsewhere to indicate that the Company believes that the Advsier will be able to identify these one-off transactions via the Investment Committee members’ extensive existing relationships in the venture capital community and digital asset industry. The Company will be able to engage in these transactions with accredited investors in reliance on an available exemption from registration under the Securities Act.

    15.
    We reissue prior comment 49. We acknowledge your response that the Company will not invest through SPVs, and investments through SPVs is not part of the Company’s strategy. However, please supplementally advise whether the Company wholly owns or primarily controls any entity (including any SPV) that primarily engages in investment activities in securities or other assets, and whether you expect to wholly own or primarily control any such entity.

    Response:
    We supplementally advise the Staff that the Company does not wholly own nor does it primarily control any entity (including any SPV) that primarily engages in investment activities in securities or other assets, and the Company expects that it will not wholly own or primarily control any such entity.

    16.
    In furtherance of prior comment 58, please clarify to the Staff where in the prospectus you have added the risk disclosure referenced in your response to prior comment 58.

    Response:

    We advise the Staff that in Amendment No. 1
    filed on January 21, 2025, the Company clarified that the Company’s investment focus is not limited to digital asset services
    and technology companies in Europe and Asia, but rather, its focus is on digital asset services and technology companies globally
    (except for China, Hong Kong and Macao).

    In
    accordance with the foregoing, the Company has added a bullet point on page 10 to the summary risk factors of Amendment No. 2
    to disclose that “Global economic conditions, including those from macro-trends and global events, may adversely affect our
    investments.” A full risk discussion of this risk factor is set forth on page 19 of Amendment No. 2.

    17.
    In furtherance of prior comment 61, please define the term “follow-on investment” and explain what you mean.

    Response:

    The Company has revised the disclosure on page 10
    of Amendment No. 2 and elsewhere to replace the term “follow-on investment” with “subsequent financing round,”
    which the Company defines as “an opportunity to make a voluntary additional investment that provides further funding to support
    a company’s continued growth and development.” The Company believes the term “subsequent financing round” will be better
    understood by the reasonable investor because it appears to be more widely used than “follow on investment.”

    In addition, the Company has revised Amendment
    No. 2 to disclose that we do not expect that the Company would be required to invest in a subsequent financing round with respect
    to any securities that it holds, and the Company will not enter into any commitment that would obligate it to invest in a subsequent financing
    round.

    18.
    In furtherance of prior comment 70, please harmonize your discussion of ETFs and ETPs.

    Response:

    The Company has harmonized its discussion of ETFs
    and ETPs throughout Amendment No. 2.

    Further, the Company has defined these terms in
    the Glossary as follows:

    ETF means an exchange-traded fund that is
    registered as an investment company under the Investment Company Act and whose shares are registered under the Securities Act and
    listed for trading on a national securities exchange.

    ETP means an exchange-traded product that is not
    registered as an investment company under the Investment Company Act but whose shares are registered under the Securities Act and listed
    for trading on a national securities exchange.

    19.
    In furtherance of prior comment 76, disclose whether the Adviser has registered with the Commission.

    Response:
    The Company has provided updates in Amendment No. 2 to disclose that the Adviser has applied to register as an investment adviser with the Commission.

    20.
    In furtherance of prior comment 91, please supplementally provide the Staff with an update on whether you have entered into any co-investment arrangements pursuant to Mass Mutual Life Ins. Co. (SEC No-Action Letter, June 7, 2000).

    Response:
    The Company confirms that the Company has not entered into any co-investment arrangement in reliance on Mass Mutual Life Ins. Co. (SEC No-Action Letter, June 7, 2000) (“Mass Mutual Letter”) and does not have any current intention to enter into any such arrangement before the Company begins operations.  The Company confirms that if the Company enters into any such co-investment arrangement after the Company has begun operations, it will conform its arrangement to meet all conditions of the Mass Mutual Letter or file an application with the Commission seeking an order of the Commission granting exemptive relief to do so.

    21.
    In furtherance of prior comment 92, please supplementally provide the Staff with an update on whether you have adopted an allocation policy.

    Response:
    The Company confirms that the Adviser has not entered into an allocation policy and does not have a present intention to do so because the Adviser expects that its only client at the time the Company begins operations and for the foreseeable future will be the Company. The Adviser confirms that it will adopt an allocation policy that establishes conditions under which it may engage in aggregated trades with other clients if the Adviser later enters into investment advisory agreements with other clients, including registered investment companies.

    22.
    In furtherance of prior comment 93, please supplementally provide the Staff with an update on whether you opted into Maryland Control Share Acquisition Act.

    Response:
    The Company confirms that there has been no change to its response to prior comment 93. The Company has not opted into the Maryland Control Share Acquisition Act and does not intend to do so before it begins operations.

    23.
    In furtherance
of prior comment 94, please explain the significance of the language within square brackets on page 47, or delete, as appropriate.

    Response:
    The
language within square brackets that appeared on pa

CORRESP
1
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

February 12, 2025

Kimberly A. Browning, Senior Counsel

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, as amended (“Registration Statement”)

    Filed November 12, 2024 and amended on January 21, 2025

    File Nos.: 333-283139, 811-24002

Dear Ms. Browning:

On behalf of C1 Fund Inc. (the “Company”
or “Fund”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”) this letter setting forth the Company’s responses to the oral comments you provided on January
24, 2025 to the Testing-the-Waters materials we shared with you via videoconference (the “Testing-the-Waters materials”).

    1.
    Please address whether there
    is consistency between the information presented in the Testing-the-Waters materials and the disclosure provided in the Registration
    Statement, while acknowledging Rule 163B under the Securities Act of 1933 and the materiality standard required  in Section
    12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and the anti-fraud provisions of the Securities
    Exchange Act of 1934, as amended (the “Exchange Act”).

    Response:
    We have determined that there is consistency
    between the Testing-the-Waters materials and the Registration Statement. In its release adopting Rule 163B,1
    the Commission stated:

    “In the Proposing Release, the
    Commission observed that information in a Rule 163B communication must not conflict with material information in the related registration
    statement. This statement was intended to remind issuers that, although such communications would be exempt from Section 5 of the
    Securities Act, issuers nevertheless must take care to ensure that they are made in compliance with other provisions of the federal
    securities laws. We acknowledge the concerns expressed by certain commenters regarding the possibility that circumstances or messaging
    may change between the time the pre-filing Rule 163B communications are made and the time of filing, causing the information in the
    Testing-the-Waters materials to differ from information in the related registration statement. At the same time, it is important
    to keep in mind that statements made in the Testing-the-Waters materials and in the related registration statement, if filed, must
    not contain material misstatements or omissions at the time the statements are made.”

1
Release No. 33-10699, File No. S7-01-19, 84 FR 53011, 53015-53016, nn. 80-82 and accompanying text (Oct. 4, 2019) (the “Adopting
Release”).

      We
                                            note that except for changes in circumstance between the time the pre-filing Rule 163B communications
                                            were made and the disclosures were included in the as-filed Registration Statement2,
                                            the Testing-the-Waters materials are materially consistent with the information presented
                                            in the Registration Statement and do not contain material conflicts that might be construed
                                            as misstatements or omissions at the time the statements were made.

    We further note that, while the Testing-the-Waters
    materials in a few instances provide information in greater detail than in the Registration Statement, such as listing the names
    of certain established late-stage companies that have growth potential or presenting case studies of potential investment opportunities,
    there is consistency in the information included in both forms of communications. Consequently, in our view, the information disclosed
    in the Testing-the-Waters materials and the Registration Statement should be viewed as materially consistent and do not create a
    circumstance in which material misstatements or omissions might be deemed to have been made in connection with the use of the Testing-the-Waters
    communications. We believe that in determining whether the information presented in the Testing-the-Waters materials might be deemed
    to be materially misleading, the sophistication of the intended recipients should be considered. Consistent with the requirements
    of Rule 163B, the Fund has presented and intends to present these materials only to potential investors that are Qualified Institutional
    Buyers (“QIB”) and Institutional Accredited Investors and which, therefore, have the degree of financial experience
    and sophistication to understand the information presented and ask the types of follow-up questions to elicit the information necessary
    to make an informed investment decision.

    We acknowledge that Rule 163B communications
    are “offers” as defined in Section 2(a)(3) of the Securities Act and are, therefore, subject to Section 12(a)(2) liability
    in addition to the anti-fraud provisions of the federal securities laws, as stated on page 7 of the Adopting Release.

    2.
    Please provide the Staff with
    the research undertaken to support the statement that  the C1 Fund is “the first ever” publicly-traded, closed-end
    fund investing in high growth pre-IPO digital assets companies.

    Response:
    The statement in the Testing-the-Waters materials
    that refers to the Fund as the “first ever” publicly traded, closed-end fund investing in high growth pre-IPO digital
    assets companies is supported by research and review of N-2 registration statements in the Commission’s EDGAR database of all
    public closed-end funds that reference in their investment strategy “digital asset,” “crypto”, “cryptocurrency”
    and similar terms. The Fund, in conjunction with its counsel, performed a manual review of approximately 100 registration statements.
    None of the funds reviewed disclosed a strategy of investing primarily in high growth pre-IPO digital assets companies.

    Furthermore, the Fund’s founders, Dr.
    Kidwai and Messrs. Lempres, Zhao, and Hytha are experienced professionals in the digital assets industry. They are not aware of the
    existence of any publicly-traded, closed-end fund investing primarily in high growth pre-IPO digital assets companies.

    Based on the foregoing, the Fund reasonably
    believes that it is “the first” publicly-traded, closed-end fund investing primarily in high growth pre-IPO digital assets
    companies.

2 For example, in the Testing-the-Waters materials, Lake
Dai was listed as an independent director of C1 Fund. She later resigned, which was reflected in the Form N-2/A amendment to in the Registration
Statement as filed on January 21, 2025.

    3.
    Please provide the Staff with the
    research undertaken to support that “C1 Fund has unrivaled access to information in this space.”

    Response:
    The above-referenced statement is supported
    by the Fund’s research that there is no other publicly-traded, closed-end fund (including BDC) that has an investment policy
    to invest primarily in high growth pre-IPO digital assets companies and has disclosed the types of investment strategies similar
    to the Fund’s in pursuing this policy. As disclosed in the Registration Statement, C1 Advisors, the investment adviser to the
    Fund, will use a set of investment strategies that involves (1) accessing restricted securities issued by digital asset services
    and technology companies that are traded on a secondary marketplace that (or an affiliate of which) is registered as a broker-dealer
    and regulated as an alternative trading system in accordance with Regulation ATS, (2) acquiring securities directly in private placements
    conducted by digital asset services and technology companies, and (3) engaging in transactions in restricted securities with qualified
    investors (i.e., persons that are qualified as accredited investors or that meet a higher qualification standard, such as QIBs or
    qualified purchasers). Under all of these strategies, the knowledge and experience of the members of C1 Advisors’ Investment
    Committee, particularly as prior investors and as senior management persons of digital asset services and technology companies, will
    provide the Fund with unique access to information and will be important in the successful use of these investment strategies. For
    these reasons, the Fund believes that use of the term “unrivaled” is appropriate.

    Although we continue to believe that use
    of the term “unrivaled” is appropriate, we have decided, after further consideration, to remove this statement from our
    Testing-the-Waters materials.

    4.
    Please inform the Staff of how many
    Testing-the-Waters meetings the Fund has done, and now many more Testing-the-Waters meetings the Fund plans to have moving forward,
    and when these meetings will take place.

    Response:
    The Fund (as well as its representatives)
    has conducted twenty-two Testing-the-Waters meetings  in September and October of 2024. Representatives of the Fund and The
    Benchmark Company, LLC, as managing underwriter, were present at such meetings, along with representatives from 22 qualifying institutions.
     Moving forward, the Fund plans to have approximately 20 Testing-the-Waters meetings, which the Fund anticipates will occur
    during February and March of 2025.

* * *

If you have any questions, or if we may be of any assistance, please
do not hesitate to contact the undersigned at 202 496 7408 or wendell.faria@dentons.com, or my colleague, Brian Lee at 212.768.6926
or brian.lee@dentons.com.

Very truly yours,

/s/ Wendell M. Faria

Wendell M. Faria, Esq.

Partner

CORRESP
1
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

January 21, 2025

Kimberly A. Browning, Senior Counsel

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

    Filed November 12, 2024

    File Nos.: 333-283139, 811-24002

Dear Ms. Browning:

By letter dated December 12, 2024 (the “SEC
Letter”), the staff of the Division of Investment Management of the Securities and Exchange Commission (the “Staff”)
provided comments on the Registration Statement on Form N-2 filed by C1 Fund Inc. (the “Company” or “Fund”)
on November 12, 2024 (the “Registration Statement”). Set forth below are our responses to these comments.

The Company is also filing concurrently via
EDGAR Amendment No. 1 to the Registration Statement (the “Amendment”). The Amendment reflects changes made
in response to the Staff’s comments, as well as certain other changes. For your convenience, we have restated below in bold
italic typeface before each response the particular Staff comment. Page number references in our responses are to the
page numbers in the clean version of the Amendment unless stated otherwise. Capitalized terms used but not defined in this
letter have the meanings ascribed in the Registration Statement.

Registration Statement on Form N-2

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 information supplied supplementally, or on exhibits
    filed in any pre-effective amendment.

    Response:
    We
    acknowledge the Staff’s comment.

    2.
    Where
    a comment is made regarding disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration
    Statement.  Please make conforming changes as necessary.

    Response:
    We
    acknowledge the Staff’s comment, and where applicable, we have made conforming changes in response to the various comments.

    3.
    Please
    tell us if you have presented or will present any “test the waters” materials to potential investors in connection with
    this offering.  If so, we may have further comments.

    Response:
    The
    Company has presented “test the waters” materials to potential institutional investors in connection with this offering
    in reliance on Section 5(d) of the Securities Act and Rule 163B thereunder.

    4.
    Prior
    to seeking effectiveness, please confirm that FINRA has reviewed the proposed underwriting terms and arrangements for the offering,
    including the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the Company, the
    underwriter, and other broker dealers participating in the distribution, and that FINRA has issued a statement expressing no objections
    to the compensation and other arrangements.

    Response:
    The
    Company confirms that FINRA will review the proposed underwriting terms and arrangements for the offering and that FINRA will issue
    a no objections letter prior to the Company seeking effectiveness.

    5.
    On
    page 38 of the Prospectus, the text states, “[you,] the Adviser and certain of its affiliates intend
    to submit an exemptive application to the SEC 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 letter’s date, we note that
    you have not filed any application for exemptive relief with the Commission.  Please supplementally inform us of this application’s
    status and of any other exemptive applications or no-action requests you have submitted or expect to submit in connection with the
    Registration Statement.

    Response:
    We
    have revised the disclosure on page 46 of the Prospectus to remove the statement in the Registration Statement that “We,
    the Adviser and certain of its affiliates may submit and exemptive application.”  We have not filed, and do not presently
    intend to file, any exemptive applications or no-action requests in connection 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 Commission’s
    plain English requirements.  See Rule 421(d) under Regulation C under the Securities Act of 1933 Act (“Securities
    Act”).  See also Office of Investor Education and Assistance, U.S.  Securities 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).

    Response:
    We
    acknowledge the Staff’s comment, and where applicable, we have revised the disclosure in the Prospectus to be less repetitive and made
    other revisions to better conform to the Commission’s plain English requirements.

    7.
    In
    describing your investment strategies, risks, and/or policies, please do not use overly broad or vague terms in the Prospectus, but
    instead describe 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 paragraph, “or other synthetic equity agreements” and “other
    special purpose vehicles.”

    Response:
    We
    acknowledge the Staff’s comment and have made revisions throughout the Prospectus to replace overly broad and vague terms with clearer
    and more concise language. In particular, we have revised the applicable paragraph of the Cover Page to state that we may invest
    on an opportunistic basis in equity and equity-linked securities issued by publicly-traded digital asset services and technology
    companies that meet our investment criteria. On the Cover Page, as well as on pages 2 and 52, we have replaced the reference
    to “similar forms of senior equity” with a more descriptive list of the types of equity and equity-linked investments
    in which we will seek to deploy capital.  Additionally, on the Cover Page as well as page 52 we have removed
    the references to “synthetic equity agreements” and “special purpose vehicles” and clarified the surrounding
    disclosures.

    8.
    We
    note several terms for groups with apparent relationships with C1 Advisors LLC (the “Adviser”), for example, “investment
    team of the Adviser,” “Adviser’s investment team,” “the principals of the Adviser,” “Adviser’s
    senior executive team,” “Investment Committee,” and “our investment professionals.” To the extent not
    already done so, please define these groups, including their members and the functions they perform for the Company.  For
    purposes of plain English, please do not use multiple terms as synonyms.

    Response:
    We
    acknowledge the Staff’s comment, and where applicable, we have made conforming changes to harmonize the descriptions of the Adviser’s
    management. Specifically, we note that the Adviser’s advisory duties will be provided by its Investment Committee, which is
    comprised of three members, Dr. Najamul Hasan Kidwai, Michael Lempres and Michael (Xu) Zhao, who were appointed to this committee
    by the Adviser’s sole member, C1 Group LLC.  We have made revisions throughout the Registration Statement to clarify
    that the investment advisory functions will be performed by the members of the Investment Committee.

Cover Page

    9.
    The
    first paragraph states that you have applied to list your common stock on the New York Stock Exchange (NYSE) under the symbol “[CFND].”
    Please update this disclosure accordingly.

    Response:
    We
    have updated the disclosure to state that Company intends to apply to list its common stock on the New York Stock Exchange
    (“NYSE”) and, subject to notice of issuance, expects the common stock be listed under the symbol
    “CFND”.

    10.
    As
    the Cover Page includes a brief description of only some of your principal strategies, please expand it to summarize each such
    strategy (e.g., investments in Special Purpose Vehicles (“SPVs”), private secondary marketplaces, and exchange-traded
    funds (“ETFs”) that hold digital assets).  See Item 1.2 of Form N-2.

    Response:
    We have expanded our discussion of our non-principal
    strategies on the Cover Page section of the Prospectus in response to the Staff’s comment. We have eliminated our discussion
    of non-principal strategies which we do not have a current intention to use, such as investing in SPVs. We note that we do not have
    a strategy to invest in private secondary marketplaces, as the Staff has indicated. Rather, we use these marketplaces as one channel
    (a platform) to engage in transactions in restricted securities with other qualified investors. Each of these marketplaces will be
    registered and regulated as an alternative trading system under Regulation ATS. We have added disclosure to clarify the nature and
    use of these marketplaces in the Prospectus Summary section of the Form N-2.

      With
                                            respect to the foregoing, please note that the Company has a non-principal investment strategy
                                            to invest in Private Funds. For this purpose, the Company distinguishes Private Funds from
                                            SPVs. In accordance with its commonly understood meaning, we use the term “SPV”
                                            to refer to an entity that was formed for the specific purpose of investing in a particular
                                            portfolio company but which relies on (1) the exclusion from the definition of “investment
                                            company” contained in Sections 3(c)(1) or Section 3(c)(7), and (2) the
                                            non-public offering exemption contained in Rule 506 of Regulation D under the Securities
                                            Act of 1933, as amended (the “Securities Act”) in connection with the offer and
                                            sale of interests to investors. An SPV is not engaged in the business of investing, reinvesting,
                                            owning, holding or trading securities issued by two or more portfolio companies.

    By contrast, we use the term “Private
    Fund” to refer to an investment fund that is engaged in the business of investing, reinvesting, owning, holding or trading
    securities issued by two or more portfolio companies and which relies on (1) the exclusion from the definition of “investment
    company” contained in Section 3(c)(1) or Section 3(c)(7) of the Investment Company, and (2) the non-public
    offering exemption contained in Rule 506 of Regulation D under the Securities Act in connection with the offer and sale of its
    securities to investors. In this regard, we use the term “Private Fund” to describe a fund that, although having attributes
    of an SPV, is in essence and operates as a private investment vehicle.

    11.
    The
    third paragraph refers to “rapidly growing emerging digital asset services and technology companies,” while other disclosures
    refer to these companies as “privately held companies,” “private companies,” “private emerging companies,”
    and “rapidly growing and privately held companies.” Also, we note that you state on page 9 that you will invest
    “primarily in rapidly growing private companies.” (Emphasis added.) Please harmonize.

    Response:
    We
    have harmonized the disclosure to use the one term “rapidly growing emerging digital asset services and technology companies”
    to describe the types of companies in which the Fund will invest.

    12.
    The Cover
    Page and Prospectus: (1) use the terms “equity-related investments” 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 current text is dense
    and confusing.  If not, add definitions for “equity-related instruments” and “equity-related securities.”
    Confirm that terms describing your investment strategies harmonize throughout the registration statement, including your description
    of the components of your 80% basket (e.g., types of securities, sectors and/or industries).

    Response:
    We have added
    a definition of “equity” and “equity-linked” securities on the Cover Page and have harmonized the disclosure
    in the Registration Statement to assure consistent use of these terms.

    13.
    Please
    add the following sentence to the first bulleted risk point, “[t]he risk of loss due to this discount may be greater for initial
    investors expecting to sell their common shares in a relatively short period after the completion of this initial public offering.”

    Response:
    We have added
    this sentence to the first bulleted risk point.

    14.
    In the
    fifth bulleted risk point, which currently discusses leverage, please summarize the Company’s current intention with respect
    to using leverage.

    Response:
    The Company
    will not use leverage in its capital structure and, accordingly, we removed the fifth bulleted risk point regarding leverage.

    15.
    As the following risk factors, which
    are disclosed in the Prospectus, make the offering speculative and/or one of high risk, please consider adding them to the Cover
    Page:

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

    ·      “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.”

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

    ·      “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.

    Response:
    We acknowledge
    the Staff’s comment and have made this addition.

Cover Page – Pricing Table (page ii)

    16.
    Pleased
    revise the table’s layout to conform to the formatting of Item 1.1.g of N-2.

    Response:
    We acknowledge
    the Staff’s comment, and respectfully advise the Staff that we believe that the Pricing Table conforms to the requirements
    of Item 1.1.g of Form N-2.  Item 1.1.g provides that the Registrant di

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