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): March9, 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 March 9, 2026, the Company entered into a subscription agreement with an accredited investor for the purchase of 3,000,000 shares of the Company’s common stock at a purchase price of $0.01 per share for aggregate gross proceeds of $30,000.

The foregoing securities were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No general solicitation or advertising was used in connection with the offering.

The dates referenced above reflect the execution dates of the applicable instruments. The receipt of funds and issuance of the securities may occur on different dates due to administrative processing.

On March 11, 2026, the Board of Directors of the Company approved the issuance of 4,500,000 shares of the Company’s Series A Preferred Stock to Levi Jacobson, the Company’s sole officer and director.

Each share of Series A Preferred Stock carries one hundred (100) votes per share on all matters submitted to a vote of the Company’s stockholders and is convertible into one hundred (100) shares of the Company’s common stock, subject to the terms set forth in the Company’s Amended and Restated Articles of Incorporation filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2026.

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

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: March 16, 2026

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer, President, and Director

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