8-K

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): January21, 2026

C2

Blockchain, Inc.

(Exact name of registrant as specified in its charter)

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):

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.   ☐

Unlessotherwise 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.

Item5.01 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.

Item9.01. Financial Statements and Exhibits

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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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