8-K
C2 Blockchain, Inc. (CBLO)
UNITEDSTATES
SECURITIESAND 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): March9, 2025
C2
Blockchain,Inc.
(Exact name of registrant as specified in its charter)
| NV | 000-56340 | 87-2645378 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation<br><br> <br>or<br> organization) | (Commission<br> File Number) | (I.R.S.<br> Employer Identification No.) |
123SE 3rd Avenue
, #130
Miami ,Florida
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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. ☐
Referencesto “the Company” and “C2 Blockchain” herein refer to C2 Blockchain, Inc.
SafeHarbor Statement
Statements contained in this Form 8-K that state the Company’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. It is important to note that the Registrant’s actual results could differ materially from those projected in such forward-looking statements. The Registrant does not assume any obligations to update any of the forward-looking statements contained in this Form 8-K to reflect events that occur or circumstances that exist after the date on which they were made.
Item1.01 Entry into a Material Definitive Agreement.
On March 9, 2025, C2 Blockchain, Inc. and CoinEdge Inc. (“CoinEdge”), a Florida corporation entered into a non-binding Shareholder Agreement (“Agreement”) outlining the Company's intent of investment into CoinEdge including shareholder rights. Under the terms of the Agreement, the Company intends to invest $100,000 USD in CoinEdge in exchange for a 10% equity stake. The Company intends to consummate the Agreement within the coming months.
Upon payment under the terms of the Shareholder Agreement, the Company will file a Form 8-K disclosing consummation of the Agreement and any amended terms and conditions.
The Company’s ownership stake will entitle it to proportional voting rights in shareholder matters but will not grant rights to profit distributions, intellectual property, or operational control unless explicitly agreed upon in writing by CoinEdge. CoinEdge will retain full control over its business operations, management, and decision-making authority.
CoinEdge will be responsible for the development, launch, and operation of its cryptocurrency lending and financial services platform. The Company’s approval will be required only for certain major transactions, including any merger, acquisition, or sale resulting in a change of control, as well as any equity dilution affecting its 10% ownership stake.
The Company will not have rights to participate in the day-to-day management of CoinEdge and will not hold a board seat or executive authority. However, CoinEdge is required to provide quarterly financial reports detailing revenue, expenses, and balance sheet summaries.
All intellectual property, technology, and proprietary assets developed under the business will remain solely owned by CoinEdge. The Company will have no rights to CoinEdge’s intellectual property, patents, trademarks, software, or trade secrets.
If the Company wishes to exit its investment, CoinEdge will hold the exclusive first right to repurchase the Company’s shares at fair market value before any third party is considered. Additionally, the Company will be restricted from engaging in, funding, or supporting any competing cryptocurrency lending, investment, or financial services business for three years following its exit.
Any disputes arising from the agreement will be resolved through binding arbitration in Miami, Florida, and the agreement will be governed by Florida law. The Company and CoinEdge will maintain full financial and legal independence, and neither party will be responsible for the debts, liabilities, or obligations of the other.
Item5.06 Change in Shell Company Status
On January 23, 2025, the Company was issued a Notice of Qualification by the Securities and Exchange Commission (the “Commission”) of its offering statement on Form 1-A and ceased to be a “shell company” as defined under Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
Item9.01 Financial Statements and Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 10.1 | Shareholder Agreement (1) |
| 104 | Cover<br> Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| (1) | Filed herewith. |
| --- | --- |
-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 25, 2025
By: /s/ Levi Jacobson
Levi Jacobson
Chief Executive Officer
-3-
SHAREHOLDER AGREEMENT OF COINEDGE,INC.
This Shareholder Agreement (“Agreement”) is made and entered into as of March 9, 2025, by and among:
| 1. | CoinEdge, Inc., a corporation duly incorporated and registered in the state of Florida, with its<br>principal place of business at 518 S Dixie Hwy #5, West Palm Beach, Florida (“Company” or “CoinEdge”); and |
|---|---|
| 2. | C2 Blockchain Inc., a corporation registered in Nevada, with its principal place of business at<br>123 SE 3rd Ave #130, Miami, FL 33131, and any future shareholders who execute this Agreement (“Shareholders”). |
| --- | --- |
| 1. | PURPOSE & SCOPE |
| --- | --- |
1.1 This Agreement establishes the rights, obligations, and governance structure of CoinEdge, Inc. and defines the roles and responsibilities of all Shareholders, including but not limited to equity ownership, voting rights, profit distributions, and decision-making authority.
1.2 The Company is engaged in the development and operation of a cryptocurrency lending and financial services platform, which includes but is not limited to Bitcoin, Ethereum, stablecoins, and any other cryptocurrency-related assets, digital tokens, or blockchain-based financial products.
1.3 CoinEdge retains full ownership, control, and rights over all intellectual property, technology, software, branding, and proprietary data developed under this business.
| 2. | SHAREHOLDER RIGHTS & EQUITY OWNERSHIP |
|---|
2.1 C2 Blockchain’s OwnershipStake:
| • | C2 Blockchain shall hold 10% of the issued and outstanding shares of CoinEdge in exchange for an investment<br>of $100,000 USD into the Company. |
|---|---|
| • | In recognition of its equity stake, C2 Blockchain shall be entitled to voting rights at shareholder meetings,<br>with its vote count being proportional to its 10% ownership. |
| --- | --- |
| • | This ownership does not entitle C2 Blockchain to profit distributions or intellectual property rights<br>unless explicitly agreed upon in writing by CoinEdge. |
| --- | --- |
2.2 Equity Structure:
| • | CoinEdge retains full control over fundraising, business operations, and future equity issuance. •<br>If CoinEdge issues new shares or conducts a financing round, C2 Blockchain will have the right to participate on a pro-rata basis to maintain<br>its ownership percentage but cannot prevent CoinEdge from raising additional capital. |
|---|
2.3 No Transfer of Shares Without Approval:
| • | C2 Blockchain shall not sell, transfer, assign, pledge, gift, or otherwise dispose of its shares without<br>obtaining prior written approval from CoinEdge. |
|---|---|
| • | This restriction applies to any third party, including but not limited to spouses, family members, business<br>entities, trusts, investment funds, or any other external party. |
| --- | --- |
| • | If C2 Blockchain wishes to exit its investment, CoinEdge shall have the exclusive first right to repurchase<br>the shares at fair market value before any other party is considered. |
| --- | --- |
| 3. | DECISION-MAKING & CORPORATE GOVERNANCE |
| --- | --- |
3.1 Board of Directors & VotingRights:
| • | CoinEdge retains exclusive authority over daily business operations, management decisions, and overall<br>corporate governance. |
|---|---|
| • | C2 Blockchain shall have voting rights on all shareholder matters, and its voting power shall be proportional<br>to its 10% ownership stake. However, such voting rights do not automatically entitle C2 Blockchain to a board seat or executive decision-making<br>power. |
| --- | --- |
3.2 Approval Rights for Major Decisions:
| • | C2 Blockchain’s approval shall only be required for: |
|---|---|
| – | Any merger, acquisition, or sale of CoinEdge that would result in a change of control. |
| --- | --- |
| – | Any dilution of equity that would impact its 10% stake. |
| --- | --- |
| • | C2 Blockchain shall have no input or voting power regarding CoinEdge’s partnerships, business model,<br>hiring, pricing, technology development, or other operational matters. |
| --- | --- |
| 4. | PROFIT DISTRIBUTIONS & FINANCIAL REPORTING |
| --- | --- |
4.1 No Profit Sharing:
| • | C2 Blockchain is not entitled to dividends, revenue-sharing, or any percentage of company profits. |
|---|---|
| • | Any profit distributions shall be determined solely by CoinEdge and allocated at its discretion. |
| --- | --- |
4.2 Financial Transparency:
| • | CoinEdge shall provide quarterly financial reports to Shareholders detailing revenue, expenses, and balance<br>sheet summaries. |
|---|---|
| 5. | INTELLECTUAL PROPERTY & TRADEMARKS |
| --- | --- |
5.1 IP Ownership:
• All intellectual property, technology, software, branding, patents, proprietary data, and blockchain-related assets created under this business shall be 100% owned by CoinEdge. • C2 Blockchain shall not claim or assert any rights over CoinEdge’s intellectual property, patents, trademarks, code, software, algorithms, or trade secrets.
| 6. | EXIT & BUYOUT TERMS |
|---|
6.1 Shareholder Exit:
• If C2 Blockchain wishes to exit its investment, CoinEdge shall have the first right to repurchase its shares at fair market value before any third party is considered.
| 7. | NON-COMPETE & CONFIDENTIALITY |
|---|
7.1 Non-Compete Agreement:
• C2 Blockchain agrees that it shall not directly or indirectly engage in, fund, or support any competing cryptocurrency lending, investment, or financial services business for a period of 3 years after exiting CoinEdge.
| 8. | DISPUTE RESOLUTION & GOVERNING LAW |
|---|
8.1 Arbitration Clause:
• Any disputes arising from this Agreement shall be resolved via binding arbitration in Miami, Florida.
| 9. | MISCELLANEOUS PROVISIONS |
|---|
9.1 Entire Agreement:
• This document constitutes the entire agreement between the parties, superseding any prior discussions or agreements.
| 10. | NON-LIABILITY & FINANCIAL SEPARATION |
|---|
10.1 C2 Blockchain’s Debts andLiabilities Are Separate:
| • | CoinEdge shall never be responsible for any debts, liabilities, lawsuits, regulatory actions, or financial<br>obligations of C2 Blockchain, regardless of circumstances. |
|---|---|
| • | C2 Blockchain shall have no authority to enter into contracts, loans, or financial obligations on behalf<br>of CoinEdge. |
| --- | --- |
10.2 Legal & Financial Independence:
| • | C2 Blockchain’s business activities, creditors, or financial decisions shall have no effect on<br>CoinEdge’s operations, financial health, or obligations. |
|---|---|
| • | If C2 Blockchain incurs any financial or legal trouble, CoinEdge is fully indemnified and cannot be held<br>liable. |
| --- | --- |
SIGNATURES
IN WITNESS WHEREOF, the undersigned parties agree to be bound by this Shareholder Agreement as of the date first written above.
CoinEdge, Inc.
By: /s/ Tommy Juca
Name: Tommy Juca
Title: Co-Founder/ President
Date: March 9, 2025
C2 Blockchain Inc.
By: /s/ Levi Jacobson
Name: Levi Jacobson
Title: CEO
Date: March 9, 2025