C2 Blockchain expands share authorization, adds Series A pref

C2 Blockchain, Inc. amended its charter to sharply expand its authorized capital and create a powerful new preferred stock class.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

C2 Blockchain, Inc. amended its charter to sharply expand its authorized capital and create a powerful new preferred stock class. The company now has authority to issue up to 1,520,000,000 shares, including 1,500,000,000 common shares and 20,000,000 preferred shares with $0.001 par value each.

Of the preferred stock, 5,000,000 shares are designated as Series A Preferred. Each Series A share carries 100 votes and can be converted, at the holder’s option, into 100 common shares, subject to the availability of authorized and unissued common shares. The remaining 15,000,000 preferred shares may be issued in series with terms set by the board.

Positive

None.

Negative

Significant dilution and control risk potential: Authorization of 1.5 billion common shares plus 5 million Series A Preferred with 100 votes and 100-for-1 conversion rights could, if issued and converted, greatly expand the share count and concentrate voting power.

Insights

C2 Blockchain greatly expanded share authorization and added high-vote convertible preferred stock.

The amendment authorizes up to 1.52 billion shares, including 1.5 billion common and 20 million preferred. Designating 5 million shares as Series A Preferred with 100 votes and 100-for-1 conversion rights materially reshapes the company’s potential capital stack and voting dynamics.

Such preferred stock can consolidate voting power with relatively fewer economic shares and, if issued and converted, could significantly increase the common share count. The remaining 15 million preferred shares are blank-check, allowing the board to set rights and preferences over time. Future disclosures will be key to understanding when and how these instruments are actually issued.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What did C2 Blockchain (CBLO) change in its Articles of Incorporation?

C2 Blockchain amended and restated its Articles of Incorporation to expand authorized capital to 1,520,000,000 shares, including 1,500,000,000 common and 20,000,000 preferred shares, and to define a new Series A Preferred Stock with specific voting and conversion features.

How many shares is C2 Blockchain (CBLO) now authorized to issue?

The company is authorized to issue up to 1,520,000,000 shares in total. This consists of 1,500,000,000 shares of common stock and 20,000,000 shares of preferred stock, each with a par value of $0.001 per share, as set out in the amended charter.

What are the key rights of C2 Blockchain’s Series A Preferred Stock?

Series A Preferred comprises 5,000,000 authorized shares. Each share carries 100 votes on all stockholder matters and is convertible, at the holder’s option, into 100 shares of common stock, subject to there being enough authorized and unissued common shares available at conversion.

How can C2 Blockchain (CBLO) use the remaining preferred stock authorization?

Beyond the 5,000,000 Series A Preferred shares, 15,000,000 preferred shares remain authorized. These may be issued in one or more series, with rights, preferences, privileges, and restrictions determined by the company’s Board of Directors over time.

Does the C2 Blockchain amendment immediately issue new shares?

The amendment expands authorized capital and defines preferred stock terms, but does not itself state that shares are being issued. It establishes the legal framework that allows the company to issue common and preferred shares later under the newly approved authorization.

How might C2 Blockchain’s Series A Preferred affect voting power?

Each Series A Preferred share has 100 votes, compared with one vote per common share. If Series A shares are issued, holders could exert substantial voting influence relative to their economic ownership, especially if they retain preferred shares instead of converting them to common stock.

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

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Accepted by SEC EDGAR 03/05/2026 - 11:31 AM

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): March 4, 2026

C2 Blockchain, Inc.

(Exact name of registrant as specified in its charter)

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 4, 2026, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada (the “Amended and Restated Articles”).

The Amended and Restated Articles, among other things, increase the Company’s authorized capital stock to an aggregate of 1,520,000,000 shares, consisting of 1,500,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share.

Of the authorized preferred stock, 5,000,000 shares have been designated as Series A Preferred Stock. Each share of Series A Preferred Stock is entitled to 100 votes per share on all matters submitted to a vote of the Company’s stockholders and is convertible, at the option of the holder, into 100 shares of the Company’s common stock, subject to the availability of authorized and unissued shares of common stock at the time of conversion.

The Amended and Restated Articles also provide that the remaining 15,000,000 shares of preferred stock may be issued from time to time in one or more series with such rights, preferences, privileges, and restrictions as may be determined by the Company’s Board of Directors.

The foregoing description of the Amended and Restated Articles of Incorporation does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Articles of Incorporation filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation

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: March 5, 2026

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer, President, and Director

-3-

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

C2 Blockchain expands share authorization, adds Series A pref