Welcome to our dedicated page for C2 Blockchain Ord Shs SEC filings (Ticker: CBLO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
C2 Blockchain Inc. filings document material events, financing activity, capital-structure changes, and reporting obligations for a Nevada-incorporated digital asset treasury company. The company's 8-K reports include convertible promissory notes, subscription agreements for unregistered common stock sales, and related securities-law exemptions.
Filings also describe amendments to the company's articles of incorporation, including authorized common and preferred stock, Series A Preferred Stock voting and conversion rights, and board-approved share cancellations. Additional records cover changes in control disclosures, amendments to prior material-event reports, late quarterly-report notifications, and governance matters tied to preferred stock control and common-share issuance.
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.
C2 Blockchain, Inc. (CBLO) reported a sharp expansion of losses for the quarter ended September 30, 2025. The company generated only $44 in staking revenue while incurring $302,933 of general and administrative expenses, leading to an operating loss of $302,889. Additional losses from interest expense of $642,120, a $933,879 loss on derivative liabilities, and a $491,092 loss on cryptocurrency fair value drove the net loss to $2,369,980, compared with a $7,784 loss a year earlier.
Total assets rose to $1,234,903, largely from $1,082,426 of DOG cryptocurrency holdings, but liabilities climbed to $1,863,333, resulting in a stockholders’ deficit of $628,430. The company raised $1,675,000 from common stock sales and issued convertible notes, creating a $1,597,514 derivative liability tied to variable-price conversion features and warrants. Management discloses substantial doubt about the company’s ability to continue as a going concern and reports material weaknesses in internal control, including reliance on a single officer and lack of an audit committee.
C2 Blockchain, Inc. reported two recent private sales of its common stock to accredited investors. Around September 10, 2025, the company issued 750,000 restricted shares at $0.02 per share, raising gross proceeds of $15,000. Around October 3, 2025, it issued a further 10,000,000 restricted shares at $0.01 per share, for gross proceeds of $100,000, referred to as the First Tranche.
The October subscription agreement also allows an optional Second Tranche of 10,000,000 additional shares at $0.01 per share for another $100,000, at the investor’s sole discretion on or before October 17, 2025; only the First Tranche has been funded so far. The shares carry transfer restrictions and legends, and no underwriting discounts, commissions, or finder’s fees were paid. The company plans to use the cash for general corporate purposes and working capital, and relied on Section 4(a)(2) and Rule 506(b) of Regulation D for exemption from registration.
C2 Blockchain, Inc. (CBLO) reported a net loss of $235,265 for the year ended June 30, 2025, compared with a $30,020 loss in the prior year. Revenue was negligible (staking rewards reported as $185) while operating expenses rose to $222,780. The company recorded a $12,668 impairment related to cryptocurrency holdings, principally Cardano (ADA) tokens, and noted that the ADA position was fully divested and replaced by DOG Coins.
The company announced a beta launch of an AI-powered crypto chatbot on May 5, 2025, with a subscription model for retail and institutional users, but development is currently paused and the chatbot has generated no revenue. Equity activity included issuance of 274,736,005 common shares outstanding at June 30, 2025 (up from 253,936,005), and capital raises through offerings that produced approximately $223,000 in proceeds during the period. Several non-binding LOIs and shareholder agreements for potential investments or acquisitions are disclosed, including a proposed $100,000 investment for 10% of CoinEdge Inc. and a potential 20% interest in the McAllen Project; no payments or transactions under those agreements have occurred.
C2 Blockchain, Inc. reported several unregistered private sales of common stock to accredited investors. On or about August 18, 2025, it issued 3,333,333 restricted shares at $0.03 per share for gross proceeds of $100,000. On or about August 25, 2025, it issued 10,000,000 restricted shares at $0.01 per share for gross proceeds of $100,000. On or about August 27, 2025, it issued 3,000,000 restricted shares at $0.025 per share for gross proceeds of $75,000. On or about September 5, 2025, it issued 10,000,000 restricted shares at $0.01 per share for gross proceeds of $100,000. The sales were conducted as private offerings under Section 4(a)(2) and Rule 506(b) of Regulation D, with no underwriting fees, and proceeds are intended for general corporate purposes and working capital.