C1 Fund Inc. Files Amended 8-K/A: Major Changes in Certifying Accountant and Disclosure of Internal Control Weaknesses

PALO ALTO, CA, March 26, 2026 – C1 Fund Inc. (NYSE: CFND) has filed an amended Current Report on Form 8-K/A with the U.S. Securities and Exchange Commission (SEC), disclosing significant developments that shareholders and market watchers should closely review. The report details a change in the company’s independent registered public accounting firm, a public disagreement with its former auditor, and the identification of material weaknesses in internal controls over financial reporting. These developments are potentially price-sensitive and could impact investor confidence and share value.

Key Points from the 8-K/A Filing

• Dismissal of BDO USA, P.C. as Auditor: On March 16, 2026, the Audit Committee of the Board of Directors approved the dismissal of BDO USA, P.C. (“BDO”) as the company’s independent registered public accounting firm.
• Engagement of New Auditor, CBIZ CPAs, P.C.: The company engaged CBIZ CPAs, P.C. (“CBIZ”) as its new independent registered public accounting firm on March 17, 2026, to audit the financial statements for the year ended December 31, 2025.
• Disagreement with Former Auditor: BDO has formally disagreed with the company’s prior statements regarding the nature of their audit reports and the existence of disagreements or reportable events. This disagreement is documented in a letter from BDO, which is filed as Exhibit 16.1 to the amended report.
• Disclosure of Material Weaknesses: BDO’s letter identifies significant material weaknesses in C1 Fund’s internal controls over financial reporting as of December 31, 2025. These include:
  • Insufficient personnel with appropriate internal control and accounting expertise for a closed-end investment company.
  • Lack of effective controls over segregation of duties in treasury processes.
  • Inadequate policies to ensure compliance with Rule 2a-5 of the Investment Company Act of 1940 and ASC 820 (Fair Value Measurement).
  • Weaknesses in the review of third-party valuations.
  • Deficiencies in monitoring compliance with regulated investment company tax requirements (Subchapter M of the Internal Revenue Code).
  • Inadequate controls over the accrual and approval of expenses, and the review and approval of financial statements and reporting packages.
• BDO’s Specific Disagreements: BDO disagrees with C1 Fund’s prior assertion that there were no disagreements or reportable events relating to their engagement as auditors. BDO refers specifically to communications about the material weaknesses described above, and asserts that these omissions are significant.

Potential Impact on Shareholders

• Price Sensitivity: The change in auditor, especially alongside a public disagreement and the disclosure of material weaknesses in internal controls, is a significant event for shareholders. Such developments often raise concerns about the reliability of financial statements, corporate governance, and the company’s ability to meet regulatory requirements.
• Audit and Financial Reporting Risks: Investors should be aware that material weaknesses in financial reporting controls can lead to errors or restatements in financial statements, and may affect the company’s reputation and valuation.
• Regulatory and Compliance Risks: Weaknesses in compliance with the Investment Company Act and tax regulations could expose the company to penalties or further scrutiny from regulators.
• Market Reaction: Such announcements can result in increased volatility of the company’s stock price as investors reassess the risk profile and credibility of C1 Fund Inc.

Additional Details for Investors

• C1 Fund Inc. is registered as a closed-end investment company under the Investment Company Act of 1940, with its common stock (par value \$0.00001) trading on the NYSE under the symbol “CFND”.
• The company’s principal office is located at 228 Hamilton Avenue, 3rd Floor, Palo Alto, CA 94301.
• The amended 8-K/A was filed to update the disclosure originally made on March 20, 2026, and to include BDO’s letter as required by SEC regulations.
• The company is not an emerging growth company as defined by the SEC.

Conclusion

These developments are of high importance to shareholders and potential investors. The combination of a change in auditor, disclosure of internal control deficiencies, and a public disagreement with the former auditor is a clear signal for investors to closely monitor future filings, audit outcomes, and the company’s remediation actions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell any securities. Investors should conduct their own due diligence and consult with professional advisors before making any investment decisions. The information herein is based on publicly available filings and may be subject to change or updates.

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