C2 Blockchain (CBLO) raises $30K and grants high-vote Series A preferred

Rhea-AI Filing Summary

C2 Blockchain, Inc. entered into a private subscription agreement with an accredited investor to sell 3,000,000 shares of common stock at $0.01 per share, raising $30,000 in gross proceeds. The sale was conducted as an unregistered offering under Section 4(a)(2) of the Securities Act, without general solicitation.

The company’s Board also approved issuing 4,500,000 shares of Series A Preferred Stock to Levi Jacobson, its sole officer and director. Each preferred share carries 100 votes and is convertible into 100 common shares, significantly enhancing his voting power and potential future common equity, under the same private offering exemption.

Positive

• None.

Negative

• Concentrated control and dilution risk: Issuance of 4,500,000 Series A Preferred shares to the sole officer and director, each with 100 votes and convertible into 100 common shares, substantially increases insider voting power and potential dilution for existing common shareholders.

Insights

Equity & Governance Analyst

Small cash raise paired with highly concentrated voting power and potential dilution.

C2 Blockchain raised $30,000 by privately selling 3,000,000 common shares at $0.01 each to an accredited investor under a Section 4(a)(2) exemption. This is a modest capital infusion via unregistered equity.

More significantly, the Board approved issuing 4,500,000 Series A Preferred shares to CEO Levi Jacobson. Each carries 100 votes and is convertible into 100 common shares, greatly increasing his voting control and potential common share stake. This structure can entrench management and create substantial future dilution relative to existing common holders.

The impact will depend on how and when these preferred shares are converted, as governed by the Amended and Restated Articles of Incorporation referenced in the filing. Subsequent company disclosures may clarify any additional terms or constraints on conversion and voting use.

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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): March 9, 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 March 9, 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 at a purchase price of $0.01 per share for aggregate gross proceeds of $30,000.

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 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.

The dates referenced above reflect the execution dates of the applicable instruments. The receipt of funds and issuance of the securities may occur on different dates due to administrative processing.

On March 11, 2026, the Board of Directors of the Company approved the issuance of 4,500,000 shares of the Company’s Series A Preferred Stock to Levi Jacobson, the Company’s sole officer and director.

Each share of Series A Preferred Stock carries one hundred (100) votes per share on all matters submitted to a vote of the Company’s stockholders and is convertible into one hundred (100) shares of the Company’s common stock, subject to the terms set forth in the Company’s Amended and Restated Articles of Incorporation filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2026.

The foregoing securities were offered and issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

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: March 16, 2026

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer, President, and Director

-3- 

FAQ

What equity financing did C2 Blockchain (CBLO) report in this 8-K?

C2 Blockchain raised $30,000 by agreeing to sell 3,000,000 common shares at $0.01 per share to an accredited investor. The transaction was an unregistered private offering relying on the Section 4(a)(2) exemption under the Securities Act of 1933.

How many Series A Preferred shares did C2 Blockchain (CBLO) issue to its CEO?

The Board approved issuing 4,500,000 Series A Preferred shares to Levi Jacobson, the company’s sole officer and director. These shares were issued under a Section 4(a)(2) exemption as a private, unregistered transaction rather than a public offering.

What voting rights do C2 Blockchain (CBLO) Series A Preferred shares carry?

Each Series A Preferred share carries 100 votes per share on all matters submitted to stockholders. This means the 4,500,000 preferred shares granted to the CEO provide a very large block of voting power relative to ordinary common stock.

How are C2 Blockchain (CBLO) Series A Preferred shares convertible into common stock?

Each Series A Preferred share is convertible into 100 common shares, subject to terms in the Amended and Restated Articles of Incorporation. This conversion feature can significantly increase the number of common shares held by the recipient when exercised under those governing terms.

Under what legal exemption were C2 Blockchain (CBLO) securities issued?

Both the common stock sale and the Series A Preferred issuance relied on Section 4(a)(2) of the Securities Act of 1933. The securities were sold privately, not registered, and cannot be publicly resold in the United States without registration or another valid exemption.

Was general solicitation used in C2 Blockchain’s (CBLO) recent common stock offering?

No. The company explicitly states that no general solicitation or advertising was used in connection with the 3,000,000-share common stock offering. This is consistent with relying on the Section 4(a)(2) private placement exemption for unregistered securities offerings.

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