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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): 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-
