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): May 5, 2025
C2 Blockchain,Inc.
(Exact name of registrant as specified in its charter)
| NV | 000-56340 | 87-2645378 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
123 SE 3rd Avenue, #130
Miami, Florida
(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. ☐
“We,” “Us,” “Our,” “C2 Blockchain,” and “The Company” refer to C2 Blockchain, Inc.
Item 7.01 Regulation FD Disclosure.
On May 5, 2025, C2 Blockchain issued a press release, which is included herein as Exhibit 99.1. Among other things, the press release provides corporate updates. The information under this Item 7.01 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Cautionary Note Regarding Forward-Looking Statements.
This Form 8-K, and the Press Release furnished herewith as Exhibit 99.1, contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. This release contains “forward-looking statements” that include information relating to future events and future financial and operating performance. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential,” and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
Important factors that could cause these differences include, but are not limited to: fluctuations in demand for C2 Blockchain Inc.’s services or related business offerings, the introduction of new products or services, the Company's ability to implement its technology initiatives, make and maintain customer and strategic business relationships, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time to time in C2 Blockchain Inc.'s filings with the United States Securities and Exchange Commission (“SEC”).
Examples of such forward-looking statements in this release include, but are not limited to statements regarding future plans, and market acceptance of blockchain technologies. For a more detailed description of the risk factors and uncertainties affecting C2 Blockchain Inc., please refer to the Company's Regulation A offering statement filed with the SEC on December 20, 2024. C2 Blockchain Inc. disclaims any obligation to publicly update or revise any forward-looking statements made in the press release, whether as a result of new information, future events, or otherwise.
Item 8.01 Other Events.
On May 5, 2025, C2 Blockchain Inc. issued a press release announcing, amongst other things, the beta launch of its proprietary AI-powered crypto chatbot. The chatbot integrates blockchain analytics, machine learning, and real-time market data to assist users with trading strategies and insights. The Company also introduced a new subscription-based revenue model with tiered pricing designed to serve both individual and institutional traders. This initiative aligns with C2 Blockchain’s broader strategic roadmap to expand its footprint in the Web3 intelligence and digital asset sectors. The Company expects to complete the full public launch of the platform by the end of the second quarter of 2025.
A full copy of the press release is attached herein as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 5, 2025 (1) | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| (1) | Filed herewith. |
-2-
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: May 6, 2025
By: /s/ Levi Jacobson
Levi Jacobson
Chief Executive Officer
-3-
C2 Blockchain Inc. Launches AI-Powered Crypto Chatbot in Beta, Pioneering New Subscription Revenue Model and Advancing Toward Market Leadership in Web3 Intelligence
MIAMI BEACH, FL / ACCESS Newswire / May 5, 2025 / C2 Blockchain Inc. (OTC PINK:CBLO), a forward-thinking blockchain infrastructure and digital asset strategy company, proudly announces the beta launch of its proprietary AI-powered crypto chatbot - a powerful trading assistant aimed at transforming how individuals and institutions engage with the crypto markets. With this launch, the company not only deepens its technological footprint but also introduces a scalable, recurring subscription-based revenue stream.
An Intelligent Crypto Companion Built for the Next Era of Digital Trading
The AI chatbot combines blockchain analytics, real-time trading data, machine learning, and a conversational interface to empower users with deep market insights and dynamic strategy development tools. Designed to continuously learn and improve, the system is capable of tracking price action, interpreting on-chain behavior, digesting news and sentiment data, and assisting users in crafting strategies suited to their individual risk profiles.
C2 Blockchain's vision is to develop one of the most advanced AI crypto assistants in the market - capable of not only reacting to market conditions, but anticipating them. The beta version is a major step forward, offering traders early access to a suite of features designed for speed, customization, and strategic depth.
Key Functionalities:
| • | Live crypto signal generation |
| • | Strategy backtesting with historical datasets |
| • | Portfolio optimization tools |
| • | Whale movement alerts and token health indicators |
| • | Multi-source market sentiment tracking |
| • | Conversational strategy queries and trade coaching |
| • |
Beta Testing Underway, Full Launch Expected by End of Q2 2025
The platform is currently undergoing beta testing with early users, traders, and blockchain analysts. Feedback from this phase will guide final tuning before its planned public launch later this quarter.
"AI is the next major leap in digital asset engagement," said Levi Jacobson, CEO of C2 Blockchain. "Our chatbot isn't just a feature - it's a foundation for a smarter, more responsive crypto ecosystem. We're committed to building the most intelligent, accessible crypto strategy assistant available today."
Subscription Model Introduced to Drive Recurring Revenue Growth
As part of its monetization strategy, C2 Blockchain has introduced a flexible monthly subscription model to align with the diverse needs of individual and institutional traders:
| • | Starter - $29/month: Includes chatbot access, price feeds, and basic strategy tools |
| • | Pro - $79/month: Adds deeper analytics, alerts, multi-asset backtesting, and portfolio syncing |
| • | Enterprise - Custom Pricing: Full data access, APIs, institutional support, and white-labeling options |
| • |
Strategic Alignment with C2 Blockchain's Broader Roadmap
The launch complements C2's core operations in crypto mining and digital asset investment. The company continues to actively hold and accumulate top-tier assets such as Ethereum and Cardano, while also investing in infrastructure partnerships like its recent collaboration with CoinEdge for decentralized lending solutions.
As the crypto ecosystem matures, C2 Blockchain is positioning itself at the intersection of AI, blockchain, and fintech - delivering tools and infrastructure that empower users in a decentralized world.
About C2 Blockchain Inc.
C2 Blockchain Inc. (OTC PINK: CBLO) is a blockchain infrastructure and crypto innovation company based in Miami Beach, Florida. Focused on mining operations, strategic digital asset holdings, and AI-powered platforms, the company aims to help usher in the future of decentralized finance through scalable, intelligent solutions.
For more information, visit: https://c2blockchain.com
Investor & Media Contact: info@c2blockchain.com
Safe Harbor Statement
This press release contains statements that constitute forward-looking statements. These statements appear in a number of places in this press release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; and (iii) growth strategy and operating strategy. The words "may", "would", "will", "expect", "estimate", "can", "believe", "potential", and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is included in the Company's filings on otcmarkets.com.