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This Amendment No. 1 on Form 8-K/A amends the Companys Current Report on Form 8-K originally filed on January 23 2026 to correct and update disclosure under Item 3.02 Unregistered Sales of Equity Securities and Item 5.01 Change in Control of Registrant. The amendment reflects a subsequently executed unanimous written consent of the Companys Board of Directors dated February 3 2026 which ratified and corrected the number of shares authorized for issuance in connection with the transaction described in the Original Form 8-K. Except as expressly amended hereby all other information in the Original Form 8-K remains unchanged.
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2026-01-21
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
AMENDMENT
NO. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): January
21, 2026
C2
Blockchain, Inc.
(Exact
name of registrant as specified in its charter)
| NV |
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.
Explanatory
Note: This Amendment No. 1 on Form 8-K/A amends the Company’s Current Report on Form 8-K originally filed on January 23,
2026 (the “Original Form 8-K”) to correct and update disclosure under Item 3.02 (Unregistered Sales of Equity
Securities) and Item 5.01 (Change in Control of Registrant). The amendment reflects a subsequently executed unanimous written
consent of the Company’s Board of Directors dated February 3, 2026, which ratified and corrected the number of shares
authorized for issuance in connection with the transaction described in the Original Form 8-K. Except as expressly amended hereby,
all other information in the Original Form 8-K remains unchanged.
Item 3.02 Unregistered Sales of Equity Securities
On January 21, 2026, pursuant to a unanimous written consent of the Company’s Board
of Directors, C2 Blockchain, Inc. approved the issuance of restricted shares of common stock to Mendel Holdings,
LLC (“Mendel Holdings”), an entity solely controlled by Levi Jacobson, the Company’s sole officer and director, in
consideration for services rendered.
Subsequently, on February 3, 2026, the Board executed a unanimous written consent ratifying
and correcting the prior authorization to reflect the issuance of 45,000,000 restricted shares of the Company’s common stock, par
value $0.001 per share, to Mendel Holdings in full satisfaction of all services rendered. No additional shares are owed or will be issued
in respect of such services.
The shares are being issued in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The securities
have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration.
No underwriters were involved in the transaction, and no general solicitation or advertising
was used in connection with the offer or sale of the shares.
Item
5.01 Change in Control of Registrant
Mendel Holdings, LLC controlled more than 50% of the Company’s outstanding voting
power prior to October 3, 2025. The Company’s ongoing sales of common stock to fund general operating expenses resulted in the
dilution of voting power of Mendel Holdings and Levi Jacobson, causing them to cease to control the Company.
As corrected and ratified by the Board’s unanimous written consent dated February
3, 2026, the Company issued 45,000,000 restricted shares of common stock to Mendel Holdings, as described in Item 3.02 above. As a result
of this issuance, Mendel Holdings and Levi Jacobson beneficially own approximately 53.8% of the Company’s outstanding common stock
and hold voting control of the Company.
No changes to the Company’s officers or Board of Directors occurred in connection
with this transaction.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
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-2-
SIGNATURES
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.
C2
Blockchain, Inc.
Dated:
February 3, 2026
By:
/s/ Levi Jacobson
Levi
Jacobson
Chief
Executive Officer, President, and Director
-3-
