UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements, including statements regarding the intended use of proceeds from the private placement (described below) and the Company’s future plans and expectations. These statements are based on current beliefs and assumptions and are subject to various risks and uncertainties, many of which are beyond the Company's control. Actual results may differ materially from those anticipated or implied in any forward-looking statements. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update or revise any such statements, except as required by applicable law, including the Securities Act of 1933 and the Securities Exchange Act of 1934.
Item 3.02 Unregistered Sales of Equity Securities
On or about August 21, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 1,500,000 shares of its restricted common stock at a purchase price of $0.02 per share, for gross proceeds of $30,000.
On or about August 25, 2025, the Company entered into subscription agreements with accredited investors pursuant to which it issued (i) 500,000 shares of its restricted common stock at a purchase price of $0.02 per share, for gross proceeds of $10,000, (ii) 10,000,000 shares of its restricted common stock at a purchase price of $0.01 per share, for gross proceeds of $100,000, and (iii) 4,000,000 shares of its restricted common stock at a purchase price of $0.01 per share, for gross proceeds of $40,000.
For each of the foregoing transactions, the dates cited above reflect the dates of the subscription agreements and not necessarily the dates when investor funds were received or when the shares were actually issued, which may have varied. In each case, the investors represented that the securities were being acquired for investment purposes and not with a view to distribution. The shares are subject to transfer restrictions and bear a restrictive legend. No underwriting discounts, commissions, or placement agent fees were paid in connection with the transactions. The Company intends to use the proceeds for general corporate purposes and working capital.
The issuances were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder, based on the nature of the offerings and the representations made by the investors regarding their accredited investor status. The offerings did not involve any public offering and were conducted as private transactions.
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: September 4, 2025
By: /s/ Levi Jacobson
Levi Jacobson
Chief Executive Officer
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