C2 Blockchain (CBLO) raises $49,997.99 in private stock sale

Rhea-AI Filing Summary

C2 Blockchain, Inc. reported a private sale of common stock to accredited investors. On February 17 and February 25, 2026, the company entered into subscription agreements covering a total of 1,666,600 common shares at $0.03 per share, generating gross proceeds of $49,997.99. The shares were issued in book-entry form around the respective agreement dates, and the company plans to use the cash for general working capital and other corporate purposes. These securities were sold without registration under the Securities Act, relying on the Section 4(a)(2) exemption, with no general solicitation or advertising used.

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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): February 17, 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.

Item 3.02 Unregistered Sales of Equity Securities

On February 17, 2026 and February 25, 2026, the Company entered into subscription agreements with accredited investors for the purchase of an aggregate of 1,666,600 shares of the Company’s common stock, $0.001 par value per share, at a purchase price of $0.03 per share for aggregate gross proceeds of $49,997.99. The Company received the proceeds and issued the shares in book-entry form on or about the same respective dates.

The Company intends to use the proceeds from the foregoing issuances for general working capital and other general corporate purposes.

The foregoing securities were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No general solicitation or advertising was used in connection with the offering.

The dates referenced above reflect the execution dates of the applicable instruments. The receipt of funds and the issuance and book-entry recording of the securities may have occurred on different dates due to administrative processing and closing mechanics.

Item 9.01. Financial Statements and Exhibits

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

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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: March 2, 2026

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer, President, and Director

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FAQ

What did C2 Blockchain (CBLO) disclose in its latest 8-K filing?

C2 Blockchain disclosed a private sale of its common stock to accredited investors. The company sold newly issued shares for cash and plans to use the proceeds for general working capital and other corporate purposes, under an exemption from Securities Act registration.

How many C2 Blockchain (CBLO) shares were sold and at what price?

C2 Blockchain sold 1,666,600 shares of common stock at $0.03 per share. The transactions occurred under subscription agreements dated February 17 and February 25, 2026, providing a low-priced equity raise through privately negotiated purchases by accredited investors.

How much cash did C2 Blockchain (CBLO) raise from this private share sale?

C2 Blockchain raised $49,997.99 in gross proceeds from the issuance. The company received the funds around the execution dates of the subscription agreements and intends to allocate this cash to general working capital needs and other general corporate purposes.

Who bought the newly issued C2 Blockchain (CBLO) shares?

The new C2 Blockchain shares were purchased by accredited investors under subscription agreements. These investors participated in a private placement, meaning the shares were not marketed to the general public and were sold without general solicitation or advertising activities.

Were C2 Blockchain (CBLO) shares registered with the SEC for this transaction?

The shares were not registered under the Securities Act. C2 Blockchain relied on the Section 4(a)(2) exemption for private offerings, so the securities cannot be freely offered or sold in the United States without registration or a further applicable exemption.

What will C2 Blockchain (CBLO) use the share sale proceeds for?

C2 Blockchain plans to use the $49,997.99 in gross proceeds for general working capital and other general corporate purposes. This typically includes day-to-day operating expenses, overhead, and potential small-scale corporate initiatives, as determined by management.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB