C2 Blockchain sells 3M shares in private deal

C2 Blockchain, Inc. completed a private placement of common stock to an accredited investor, issuing 3,000,000 shares at $0.01 per share for aggregate gross proceeds of $30,000.

Accepted by SEC EDGAR 07/22/2026 - 11:23 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

C2 Blockchain, Inc. completed a private placement of common stock to an accredited investor, issuing 3,000,000 shares at $0.01 per share for aggregate gross proceeds of $30,000. The shares were issued in book-entry form and the cash was received via wire transfer.

The company states that it will use the proceeds for general working capital and other general corporate purposes. The transaction relied on the Section 4(a)(2) exemption from Securities Act registration, with the investor representing investment intent, accredited status, and the absence of any general solicitation.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares Issued: 3,000,000 shares Purchase Price: $0.01 per share Aggregate Gross Proceeds: $30,000 +1 more

4 metrics

Shares Issued 3,000,000 shares Common stock issued in a private placement on July 14, 2026

Purchase Price $0.01 per share Purchase price per share under the Subscription Agreement

Aggregate Gross Proceeds $30,000 Total gross proceeds from the unregistered sale of equity securities

Par Value $0.001 per share Par value of C2 Blockchain’s common stock

Key Terms

Subscription Agreement, accredited investor, Section 4(a)(2) of the Securities Act of 1933, general working capital, +1 more

5 terms

Subscription Agreement financial

"entered into a Subscription Agreement with an accredited investor"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

accredited investor financial

"Subscription Agreement with an accredited investor for the purchase"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"in reliance upon the exemption from registration provided by Section 4(a)(2)"

general working capital financial

"use the proceeds from the foregoing issuance for general working capital"

book-entry form technical

"has issued the shares in book-entry form"

A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did C2 Blockchain (CBLO) report in its July 14, 2026 disclosure?

C2 Blockchain (CBLO) reported a private placement of common stock to an accredited investor. The company issued 3,000,000 shares at $0.01 per share, receiving $30,000 in gross proceeds, with the shares delivered in book-entry form after funds were wired.

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

C2 Blockchain sold 3,000,000 shares of its common stock at a purchase price of $0.01 per share. The common stock has a par value of $0.001 per share, and the newly issued shares were recorded in book-entry form under a Subscription Agreement.

How much capital did C2 Blockchain (CBLO) raise and how will it be used?

The private sale generated $30,000 in aggregate gross proceeds for C2 Blockchain. The company states that it intends to use these funds for general working capital and other general corporate purposes, without identifying any specific acquisition, project, or targeted expenditure in this disclosure.

What securities law exemption did C2 Blockchain (CBLO) rely on for this stock sale?

The company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. This exemption covers non-public offerings, and the investor represented accredited status and investment intent, so no Securities Act registration was required for this issuance.

Who purchased the new C2 Blockchain (CBLO) shares and was there general solicitation?

The shares were purchased by a single accredited investor under a Subscription Agreement. The investor represented that the securities were acquired for investment, not for distribution, and the company states that no general solicitation or advertising was used in this private offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

false 0001882781 0001882781 2026-07-14 2026-07-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 14, 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 July 14, 2026, the Company entered into a Subscription Agreement with an accredited investor for the purchase of 3,000,000 shares of the Company’s common stock, $0.001 par value per share, at a purchase price of $0.01 per share, for aggregate gross proceeds of $30,000. The Company has since received the subscription proceeds via wire transfer and has issued the shares in book-entry form.

The Company intends to use the proceeds from the foregoing issuance 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 purchaser represented that it was an accredited investor and was acquiring the securities for investment and not with a view toward distribution. 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.

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.

-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: July 22, 2026

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer, President, and Director

-3- 

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