8-K: C2 Blockchain Regains Control with 50M Share Issuance

C2 Blockchain, Inc. issued 50 million restricted shares to Mendel Holdings, LLC, an entity controlled by its sole officer and director, Levi Jacobson, resulting in Mendel Holdings regaining voting control of the company.

Summary

• C2 Blockchain, Inc. issued 50,000,000 restricted shares of common stock to Mendel Holdings, LLC on January 21, 2026.
• Mendel Holdings, LLC is solely controlled by Levi Jacobson, the company's sole officer and director.
• The shares were issued in consideration for services rendered to the company.
• This issuance was made under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
• Prior to October 3, 2025, Mendel Holdings, LLC controlled over 50% of the company's voting power.
• Ongoing sales of common stock for operating expenses led to dilution, causing Mendel Holdings and Levi Jacobson to lose control.
• Following the January 21, 2026 issuance, Mendel Holdings and Levi Jacobson now control approximately 54.29% of the company's outstanding common stock, thereby regaining voting control.
• No changes to the company's officers or Board of Directors occurred due to the loss or regain of control.

Sentiment

Score: 3

Explanation: While control was regained, the method (significant dilution via unregistered shares to a related party for services) is generally viewed negatively by the market due to corporate governance concerns and lack of transparency/fairness to other shareholders.

Positives

• Mendel Holdings and Levi Jacobson have regained voting control of the company, now holding approximately 54.29% of outstanding common stock, which could provide stability in leadership.

Negatives

• The issuance of 50,000,000 restricted shares to an entity controlled by the sole officer and director represents a significant dilution for existing public shareholders.
• The transaction is a related-party transaction where the sole officer and director effectively increased their control through an unregistered share issuance for services rendered, raising potential corporate governance concerns.

Risks

• The newly issued shares are restricted and have not been registered under the Securities Act of 1933, meaning they cannot be offered or sold in the United States without registration or an applicable exemption.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Related Party Transactions

• C2 Blockchain, Inc. issued 50,000,000 restricted shares of common stock to Mendel Holdings, LLC, an entity solely controlled by Levi Jacobson, the sole officer and director of the Company.
• The shares were issued in consideration for services rendered to the Company.

Stakeholder Impact

• Shareholders: Significant dilution of existing shareholders' ownership and voting power. Consolidation of control by the sole officer and director.
• Management (Levi Jacobson/Mendel Holdings): Regained and solidified voting control of the company.

Key Dates

Recommendation

The issuance of 50,000,000 restricted shares to an entity controlled by the sole officer and director, in exchange for services, represents substantial dilution for existing public shareholders. This related-party transaction, which consolidates control with management, raises significant corporate governance concerns regarding fairness and transparency. The unregistered nature of the shares further complicates the situation. Such actions typically lead to negative market sentiment and potential downward pressure on the stock price, making it a 'sell' for seasoned investors.

Keywords

Blockchain, equity issuance, control change, restricted stock, corporate governance, related party transaction, dilution