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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): August
18, 2025
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.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K may contain forward-looking statements, including statements regarding the intended use of proceeds from
the private placement (described below) and the Company’s future plans and expectations. These statements are based on current
beliefs and assumptions and are subject to various risks and uncertainties, many of which are beyond the Company's control. Actual
results may differ materially from those anticipated or implied in any forward-looking statements. Forward-looking statements speak
only as of the date made, and the Company undertakes no obligation to update or revise any such statements, except as required by
applicable law, including the Securities Act of 1933 and the Securities Exchange Act of 1934.
Item
3.02 Unregistered Sales of Equity Securities
On or about August 18, 2025, the Company
entered into a subscription agreement with an accredited investor pursuant to which it issued 3,333,333 shares of its restricted common
stock at a purchase price of $0.03 per share, for gross proceeds of $100,000.
On or about August 25, 2025, the Company entered into a subscription agreement with an
accredited investor pursuant to which it issued 10,000,000 shares of its restricted common stock at a purchase price of $0.01 per share,
for gross proceeds of $100,000.
On or about August 27, 2025, the Company entered into a subscription agreement with an
accredited investor pursuant to which it issued 3,000,000 shares of its restricted common stock at a purchase price of $0.025 per share,
for gross proceeds of $75,000.
On or about September 5, 2025, the Company entered into a subscription agreement with an
accredited investor pursuant to which it issued 10,000,000 shares of its restricted common stock at a purchase price of $0.01 per share,
for gross proceeds of $100,000.
For each of the foregoing transactions, the dates cited above reflect the dates of the
subscription agreements and not necessarily the dates on which investor funds were received or the shares were actually issued. In all
cases, the shares were issued subsequent to the dates of the subscription agreements, in September 2025. Each investor represented that
the securities were being acquired for investment purposes and not with a view to distribution. The shares are subject to transfer restrictions
and bear a restrictive legend. No underwriting discounts, commissions, or placement agent or finder’s fees were paid in connection
with the transactions. The Company intends to use the proceeds for general corporate purposes and working capital.
The issuances were made in reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder, based on the nature of the offerings and
the representations made by the investors regarding their accredited investor status. The offerings did not involve any public offering
or general solicitation and were conducted as private transactions.
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:
September 12, 2025
By:
/s/ Levi Jacobson
Levi
Jacobson
Chief
Executive Officer
-3-
