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): March 49, 2026

C2 Blockchain, Inc.

(Exact name of registrant as specified in its charter)

000-56340

87-2645378

(State or other jurisdiction of incorporation

or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement 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. ☐

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.

Item 53.0302 ~~Amendments~~Unregistered toSales ~~Articles~~ of ~~Incorporation~~Equity ~~or Bylaws; Change in Fiscal Year~~Securities

On March 49, 2026, the Company ~~filed~~entered ~~Amended~~into ~~and~~a ~~Restated~~subscription ~~Articles~~agreement ofwith ~~Incorporation~~an ~~with~~accredited investor for the ~~Secretary~~purchase of ~~State~~3,000,000 shares of the ~~State~~Company’s common stock at a purchase price of ~~Nevada~~$0.01 ~~(the~~per ~~“Amended~~share ~~and~~for ~~Restated~~aggregate gross ~~Articles”)~~proceeds of $30,000.

The ~~Amended~~foregoing ~~and~~securities ~~Restated~~were ~~Articles,~~offered ~~among~~and ~~other~~sold ~~things,~~in ~~increase~~reliance upon the ~~Company’s~~exemption ~~authorized~~from registration ~~capital~~provided ~~stock~~by toSection an4(a)(2) ~~aggregate~~ of ~~1,520,000,000~~the ~~shares,~~Securities ~~consisting~~Act of 11933,~~500,000,000~~ ~~shares~~as ofamended. ~~common~~The ~~stock,~~securities ~~par~~have ~~value~~not ~~$0.001~~been ~~per~~registered ~~share,~~under the Securities Act and ~~20,000,000~~may ~~shares~~not ofbe ~~preferred~~offered ~~stock,~~or ~~par~~sold ~~value~~in $0the United States absent registration or an applicable exemption from registration.~~001~~ ~~per~~No ~~share~~general solicitation or advertising was used in connection with the offering.

OfThe ~~the~~dates ~~authorized~~referenced ~~preferred~~above ~~stock,~~reflect ~~5,000,000~~the ~~shares~~execution ~~have~~dates ~~been~~of ~~designated~~the asapplicable ~~Series~~instruments. ~~A Preferred~~The ~~Stock.~~receipt ~~Each share~~ of ~~Series~~funds ~~A Preferred Stock is entitled to 100 votes per share on all matters submitted to a vote of the Company’s stockholders~~ and isissuance ~~convertible, at the option~~ of the ~~holder,~~securities ~~into~~may ~~100~~occur ~~shares~~on ofdifferent ~~the~~dates ~~Company’s~~due ~~common stock, subject~~ to ~~the~~administrative ~~availability of authorized and unissued shares of common stock at the time of conversion~~processing.

~~The~~On ~~Amended~~March ~~and~~11, ~~Restated~~2026, ~~Articles also provide that~~ the ~~remaining~~Board ~~15,000,000~~of ~~shares~~Directors of ~~preferred~~the ~~stock~~Company ~~may~~approved bethe ~~issued~~issuance ~~from~~of ~~time~~4,500,000 shares toof ~~time~~the inCompany’s ~~one~~Series orA ~~more~~Preferred ~~series~~Stock ~~with~~to ~~such~~Levi ~~rights~~Jacobson, ~~preferences, privileges, and restrictions as may be determined by~~ the Company’s ~~Board~~sole ofofficer ~~Directors~~and director.

~~The~~Each ~~foregoing description~~share of ~~the~~Series ~~Amended~~A ~~and~~Preferred ~~Restated~~Stock ~~Articles~~carries ofone ~~Incorporation~~hundred ~~does~~(100) ~~not~~votes ~~purport~~per share on all matters submitted to bea ~~complete~~vote of the Company’s stockholders and is ~~qualified~~convertible ininto ~~its~~one ~~entirety~~hundred by(100) shares of the Company’s ~~reference~~common stock, subject to the terms set forth in the Company’s Amended and Restated Articles of Incorporation filed as Exhibit 3.1 to ~~this~~the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2026.

~~Item~~The foregoing securities were offered and issued in reliance upon the exemption from registration 9provided by Section 4(a)(2) of the Securities Act of 1933, as amended.~~01.~~ ~~Financial~~The ~~Statements~~securities have not been registered under the Securities Act and ~~Exhibits~~may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Item 9.01. Financial Statements and Exhibits

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Exhibit No.		Description

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

~~SIGNATURES~~-2-

~~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.~~SIGNATURES

C2Pursuant ~~Blockchain~~to the requirements of the Securities Exchange Act of 1934, ~~Inc~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated:~~C2 ~~March 5~~Blockchain, ~~2026~~Inc.

ByDated: ~~/s/~~March ~~Levi~~16, ~~Jacobson~~2026

~~Levi~~By: /s/ Levi Jacobson

~~Chief~~Levi ~~Executive Officer, President, and Director~~Jacobson

~~-3-~~ Chief Executive Officer, President, and Director

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