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  4. [8-K] C2 Blockchain, Inc. Reports Material Event

C2 Blockchain (CBLO) cancels 245M shares returned by controlling holder

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

C2 Blockchain, Inc. reported that its board approved the rescission and cancellation of 245,000,000 shares of common stock previously issued to Mendel Holdings LLC, an entity owned and controlled by CEO and sole director Levi Jacobson. Mendel Holdings LLC voluntarily returned these shares and relinquished all related rights.

The cancelled shares have been restored to the status of authorized but unissued common stock, and the Company paid no consideration in connection with this cancellation. Jacobson remains the Company’s controlling shareholder after this transaction.

Positive

  • Cancellation of 245,000,000 insider shares previously issued to Mendel Holdings LLC, reducing the number of issued shares tied to the controlling shareholder.
  • No cash consideration paid by C2 Blockchain for the share cancellation, improving the capital structure without using company funds.

Negative

  • None.

Insights

C2 Blockchain cancels 245M insider shares at no cost.

C2 Blockchain’s board approved cancelling 245,000,000 common shares that had been issued to Mendel Holdings LLC, an entity owned and controlled by CEO Levi Jacobson. The holder voluntarily returned the shares, which are now authorized but unissued, and the Company paid no consideration.

This action removes a very large block of issued shares tied to the controlling shareholder, which may lessen potential dilution pressure relative to prior levels. The move is structurally notable because it changes the balance between authorized and issued equity without adding debt or cash obligations.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares cancelled 245,000,000 shares Common stock returned by Mendel Holdings LLC and cancelled
authorized but unissued shares financial
"The shares have been returned to the status of authorized but unissued shares of common stock."
Authorized but unissued shares are the number of shares a company is legally allowed to create but has not yet issued to investors, employees, or other parties. They matter to investors because issuing those reserved shares in the future can dilute existing ownership, raise cash, or be used for employee pay and acquisitions—like having empty slots a company can fill later, which changes voting power and per-share value.
controlling shareholder financial
"Levi Jacobson is the Company’s controlling shareholder."
A controlling shareholder is a person or entity that holds enough voting power in a company—often a majority of votes or decisive influence through agreements—to determine its board, strategy and major decisions. For investors this matters because that control shapes corporate direction, risk and who benefits from deals; like a driver steering a car, a controlling shareholder can speed up or block changes, which can affect minority shareholders’ returns and the company’s value.
Item 8.01 Other Events regulatory
"Item 8.01 Other Events On April 15, 2026, the Board of Directors..."

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FAQ

What did C2 Blockchain, Inc. (CBLO) announce in this 8-K?
C2 Blockchain, Inc. announced that its board approved the rescission and cancellation of 245,000,000 common shares previously issued to Mendel Holdings LLC. The shares were voluntarily returned and restored to authorized but unissued status, with no consideration paid by the company for this cancellation.

How many C2 Blockchain (CBLO) shares were cancelled and by whom?
An aggregate of 245,000,000 C2 Blockchain common shares were cancelled. These shares had been issued to Mendel Holdings LLC, an entity owned and controlled by Levi Jacobson, the company’s sole officer and director, and were voluntarily returned for cancellation.

Did C2 Blockchain (CBLO) pay anything to cancel the 245 million shares?
C2 Blockchain did not pay any consideration to cancel the 245,000,000 shares. Mendel Holdings LLC agreed in writing to voluntarily return the shares and relinquish all rights, title, and interest, allowing the company to cancel them without a cash outlay.

What happens to the cancelled C2 Blockchain (CBLO) shares?
The cancelled 245,000,000 C2 Blockchain shares have been returned to the status of authorized but unissued common stock. This means they are no longer outstanding or held by Mendel Holdings LLC, but remain part of the company’s authorized share capital for potential future issuance.

Who controls C2 Blockchain, Inc. (CBLO) after the share cancellation?
The filing states that Levi Jacobson is the controlling shareholder of C2 Blockchain, Inc. Even after the cancellation of 245,000,000 shares previously issued to his entity, he remains identified as the company’s controlling shareholder, as well as its chief executive officer and sole director.

Why is the C2 Blockchain (CBLO) share cancellation significant for investors?
The cancellation of 245,000,000 insider-held shares is a material change to C2 Blockchain’s equity structure. It reduces the number of issued shares linked to the controlling shareholder, potentially easing dilution pressure, and was completed without the company paying consideration, preserving cash resources.
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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): April 15, 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 8.01 Other Events

 

On April 15, 2026, the Board of Directors of C2 Blockchain, Inc. (the “Company”) approved the rescission and cancellation of an aggregate of 245,000,000 shares of the Company’s common stock previously issued to Mendel Holdings LLC, an entity owned and controlled by Levi Jacobson, the Company’s sole officer and director.

 

Mendel Holdings LLC agreed in writing to voluntarily return the shares to the Company for cancellation and to relinquish all rights, title, and interest therein.

 

The shares have been returned to the status of authorized but unissued shares of common stock. No consideration was paid by the Company in connection with the cancellation of these shares.

 

Levi Jacobson is the Company’s controlling shareholder.

 

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: April 17, 2026

 

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer, President, and Director

 

-3- 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

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