C2 Blockchain (CBLO) issues 50M shares to CEO entity, regains control

Rhea-AI Filing Summary

C2 Blockchain, Inc. disclosed that its board approved the issuance of 50,000,000 restricted shares of common stock to Mendel Holdings, LLC, an entity solely controlled by CEO and director Levi Jacobson, as consideration for services rendered. The shares were issued as unregistered securities under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, with no underwriters, general solicitation, or advertising involved.

This share issuance resulted in a change in control. After prior dilution from ongoing common stock sales used to fund operating expenses, Mendel Holdings and Jacobson had lost control of the company. Following the new issuance, they now hold approximately 54.29% of the outstanding common stock and voting control. No changes to officers or the Board of Directors occurred in connection with either the loss or the regain of control.

Insights

Corporate governance and dilution analyst

Large insider share grant restores majority control and dilutes other holders.

The company issued 50,000,000 restricted common shares to Mendel Holdings, LLC, which is solely controlled by the CEO and sole director, Levi Jacobson, as compensation for services. This is a non-cash transaction using equity and relies on private-offering exemptions (Section 4(a)(2) and Rule 506 of Regulation D), so the shares are restricted and were not registered for public sale.

The filing explains that prior sales of common stock to fund operations had diluted Mendel Holdings’ voting power below control. With this new issuance, Mendel Holdings and Jacobson now hold about 54.29% of outstanding common stock, regaining voting control without any change in the officer or board lineup. The impact on existing shareholders is increased concentration of control and dilution of their relative ownership, while strategic direction remains under the same leadership.

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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): January 21, 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 January 21, 2026, pursuant to a unanimous written consent of the Company’s Board of Directors, C2 Blockchain, Inc. (the “Company”) issued 50,000,000 restricted shares of common stock to Mendel Holdings, LLC (“Mendel Holdings”), an entity solely controlled by Levi Jacobson, the sole officer and director of the Company, in consideration for services rendered to the Company.

The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act of 1933, and the shares may not be offered or sold in the United States absent registration or an applicable exemption from registration.

No underwriters were involved in the transaction, and no general solicitation or advertising was used in connection with the offer, sale, or other transfer of the shares.

Item 5.01 Change in Control of Registrant

Mendel Holdings, LLC controlled more than 50% of the Company’s outstanding voting power prior to October 3, 2025. The Company’s ongoing sales of common stock to fund general operating expenses resulted in the dilution of voting power of Mendel Holdings and Levi Jacobson, causing them to cease to control the Company.

Subsequently, on January 21, 2026, the Company issued 50,000,000 restricted shares of common stock to Mendel Holdings (as further described in Item 3.02 of this report). As a result of this issuance, Mendel Holdings and Levi Jacobson now control approximately 54.29% of the Company’s outstanding common stock and hold voting control of the Company.

No changes to the Company’s officers or Board of Directors occurred in connection with the loss or subsequent regain of control.

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.

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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: January 23, 2026

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer, President, and Director

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FAQ

What did C2 Blockchain, Inc. (CBLO) disclose in this 8-K?

C2 Blockchain, Inc. reported that its board approved the issuance of 50,000,000 restricted common shares to Mendel Holdings, LLC for services rendered and that this transaction resulted in Mendel Holdings and CEO Levi Jacobson regaining majority voting control of the company.

Who received the 50,000,000 restricted shares from C2 Blockchain (CBLO)?

The 50,000,000 restricted shares of common stock were issued to Mendel Holdings, LLC, an entity that is solely controlled by Levi Jacobson, the company’s Chief Executive Officer, President, and Director.

Why did the issuance of shares cause a change in control at C2 Blockchain (CBLO)?

Ongoing sales of common stock to fund operating expenses had previously diluted the voting power of Mendel Holdings and Levi Jacobson below control. After the new issuance of 50,000,000 restricted shares to Mendel Holdings, they now own approximately 54.29% of the outstanding common stock, restoring their voting control.

Were there any management or board changes tied to the change in control at C2 Blockchain (CBLO)?

No. The company states that no changes to officers or the Board of Directors occurred in connection with either the loss or the subsequent regain of control by Mendel Holdings and Levi Jacobson.

How were the new C2 Blockchain (CBLO) shares issued from a regulatory standpoint?

The 50,000,000 restricted shares were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D. The company notes that the securities were not registered, no underwriters participated, and there was no general solicitation or advertising.

What role did Mendel Holdings, LLC play at C2 Blockchain (CBLO) before this transaction?

The filing states that Mendel Holdings, LLC controlled more than 50% of the company’s outstanding voting power before October 3, 2025, but its control was diluted by subsequent common stock sales. The January 21, 2026 issuance restored its majority position.