C2 Blockchain, Inc. 8-K

What Happened
C2 Blockchain, Inc. announced (8-K filed Jan 23, 2026) that on January 21, 2026 the company issued 50,000,000 restricted shares of common stock to Mendel Holdings, LLC in consideration for services rendered. Mendel Holdings is solely controlled by Levi Jacobson, the company’s sole officer and director. The issuance was approved by unanimous written consent of the board and made relying on the Section 4(a)(2) and Rule 506 (Regulation D) exemptions; the shares are not registered under the Securities Act and are subject to resale restrictions. The filing also reports that prior ongoing sales of common stock diluted Mendel Holdings’ and Levi Jacobson’s voting power, causing them to cease to control the company.

Key Details

• 50,000,000 restricted shares of common stock issued to Mendel Holdings, LLC on January 21, 2026.
• Mendel Holdings is solely controlled by Levi Jacobson, who is the company’s sole officer and director.
• Shares issued in exchange for services; transaction relied on Section 4(a)(2) and Rule 506 (Reg D) — securities not registered and restricted from resale.
• Company previously sold common stock to fund operations, which diluted Mendel Holdings’ and Jacobson’s voting power and led to a change in control.

Why It Matters
This filing is material for investors because it documents a large issuance of restricted shares (50 million) and a disclosed change in control dynamic. The issuance and prior stock sales affect ownership and voting power, which can influence corporate governance and future decisions. Also, because the shares are unregistered and restricted, they cannot be freely resold in the U.S. without registration or an exemption. Investors should note potential further dilution risk from the company’s ongoing equity financings and the governance concentration around the company’s sole officer/director.