UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~September~~January 1021, ~~2025~~2026

C2 Blockchain, Inc.

(Exact name of registrant as specified in its charter)

000-56340

87-2645378

(State or other jurisdiction of incorporation

or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

12818 SW 8th St Unit #2008

Miami, FL 33184

(Address of principal executive offices)

888-437-3432

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Unless otherwise indicated or the context otherwise requires, references in this report to “we,” “us,” “our,” “C2 Blockchain,” or the “Company” refer to C2 Blockchain, Inc.

~~Cautionary Note~~Item ~~Regarding~~3.02 ~~Forward-Looking~~Unregistered ~~Statements~~Sales of Equity Securities

~~This Current~~On ~~Report~~January on21, ~~Form 8-K may contain forward-looking statements~~2026, ~~including~~pursuant ~~statements~~to ~~regarding~~a ~~the~~unanimous ~~intended~~written ~~use~~consent of ~~proceeds from~~ the ~~private placements (described below) and the~~ Company’s ~~future plans and expectations. These statements are based on current~~Board ~~beliefs~~of ~~and~~Directors, ~~assumptions~~C2 ~~and are subject to various risks and uncertainties~~Blockchain, ~~many~~Inc. ~~of which are beyond~~ (the “Company's”) ~~control.~~issued ~~Actual results~~50,000,000 ~~may~~restricted ~~differ~~shares ~~materially~~of ~~from~~common ~~those~~stock ~~anticipated~~to orMendel ~~implied~~Holdings, LLC in(“Mendel ~~any~~Holdings”), ~~forward-looking~~an ~~statements.~~entity ~~Forward-looking~~solely ~~statements~~controlled ~~speak only~~by asLevi ofJacobson, the ~~date~~sole ~~made,~~officer and ~~the~~director ~~Company~~of ~~undertakes~~the ~~no obligation to update or revise any such statements~~Company, ~~except~~in ~~as required by~~consideration ~~applicable~~for ~~law,~~services ~~including~~rendered ~~the~~to ~~Securities Act of 1933 and~~ the ~~Securities Exchange Act of 1934~~Company.

~~Item~~The shares were issued in reliance on the exemption from registration provided by Section ~~3.02~~4(a)(2) ~~Unregistered~~of ~~Sales~~the Securities Act of ~~Equity~~1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act of 1933, and the shares may not be offered or sold in the United States absent registration or an applicable exemption from registration.

OnNo orunderwriters ~~about~~were ~~September~~involved ~~10,~~in ~~2025,~~ the ~~Company entered~~transaction, ~~into~~and ano ~~subscription~~general ~~agreement~~solicitation ~~with~~or anadvertising ~~accredited~~was ~~investor~~used ~~pursuant~~in toconnection ~~which~~with itthe ~~issued 750~~offer,~~000~~ ~~shares of its restricted common~~sale, ~~stock~~or atother atransfer ~~purchase price~~ of ~~$0.02~~the ~~per share, for gross proceeds of $15,000~~shares.

~~On or about October 3, 2025, the Company entered into a subscription agreement with an~~Item ~~accredited investor pursuant to which it issued 10,000,000 shares of its restricted common stock at a purchase price of $0~~5.01 ~~per~~Change ~~share, for~~in ~~gross~~Control ~~proceeds~~ of $100,000 (the “First Tranche”). The subscription agreement also provides for an optional second tranche of 10,000,000 shares at the same purchase price for additional proceeds of $100,000, which may be funded by the investor on or before October 17, 2025, at the investor’s sole discretion. As of the date of this Report, only the First Tranche has been funded and shares issued.Registrant

~~For~~Mendel ~~each of the foregoing transactions~~Holdings, ~~the~~LLC ~~dates~~controlled ~~cited~~more ~~above~~than ~~reflect~~50% ~~the dates~~ of the ~~subscription~~ ~~agreements~~Company’s ~~and~~outstanding ~~not~~voting power ~~necessarily~~prior ~~the~~to ~~dates~~October on3, ~~which investor funds were received or the shares were actually issued~~2025. InThe ~~all cases,~~Company’s ~~the~~ongoing ~~shares~~sales ~~were~~of ~~issued~~common ~~subsequent~~stock to ~~the~~fund ~~dates~~general ofoperating ~~the~~expenses ~~subscription~~resulted ~~agreements.~~in ~~Each investor represented that~~ the ~~securities were~~dilution ~~being~~of ~~acquired~~voting ~~for~~power ~~investment~~of ~~purposes~~Mendel ~~and~~Holdings ~~not with a view to distribution. The shares are subject to transfer restrictions~~ and ~~bear~~Levi ~~a restrictive legend. No underwriting discounts~~Jacobson, ~~commissions,~~causing orthem ~~placement~~to ~~agent~~cease ~~or finder’s fees were paid in connection with the transactions. The Company intends~~ to ~~use~~control the ~~proceeds for general corporate purposes and working capital~~Company.

~~The~~Subsequently, ~~issuances~~on ~~were~~January ~~made~~21, in2026, ~~reliance on~~ the ~~exemption~~Company ~~from~~issued ~~registration~~50,000,000 ~~provided~~restricted byshares ~~Section~~of ~~4(a)(2)~~common ofstock ~~the~~to ~~Securities~~Mendel ~~Act~~Holdings ~~of 1933,~~ (as ~~amended,~~further ~~and~~described ~~Rule~~in ~~506(b)~~Item 3.02 of ~~Regulation~~this Dreport). ~~thereunder,~~As ~~based~~a onresult ~~the nature~~ of ~~the~~this ~~offerings~~issuance, ~~and~~Mendel Holdings ~~the~~and ~~representations~~Levi ~~made~~Jacobson bynow ~~the~~control ~~investors~~approximately ~~regarding their accredited investor status~~54.29% ~~The~~of ~~offerings~~the ~~did~~Company’s ~~not~~outstanding ~~involve~~common ~~any~~stock ~~public offering or general solicitation~~ and ~~were~~hold ~~conducted~~voting ascontrol ~~private~~of ~~transactions~~the Company.

~~Item~~No changes to the Company’s officers or Board of Directors occurred in connection ~~9.01.~~with ~~Financial~~the ~~Statements~~loss ~~and~~or ~~Exhibits~~subsequent regain of control.

Exhibit No.		Description
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Item 9.01. Financial Statements and Exhibits

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Exhibit No.		Description

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

~~SIGNATURES~~-2-

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

C2Pursuant ~~Blockchain~~to the requirements of the Securities Exchange Act of 1934, ~~Inc~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated:~~C2 ~~October 7~~Blockchain, ~~2025~~Inc.

ByDated: ~~/s/~~January ~~Levi~~23, ~~Jacobson~~2026

~~Levi~~By: /s/ Levi Jacobson

~~Chief~~Levi ~~Executive Officer~~Jacobson

~~-3-~~ Chief Executive Officer, President, and Director

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