---
schema_version: "secwatch.filing_event.v1"
accession: "0001882781-26-000010"
form_type: "8-K"
ticker: "CBLO"
cik: "0001882781"
company_name: "C2 Blockchain, Inc."
filed_at: "2026-02-17T23:59:59+00:00"
generated_at: "2026-05-16T02:33:27.230508+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# C2 Blockchain issues $25K convertible note (10% int., 50% discount conversion) and sells 250K shares for $10K

## Summary
- Issued $25K convertible note (10% interest, matures Aug 5, 2026) convertible at $0.01 fixed or 50% of lowest trading price in prior 10 trading days.
- Holder may choose lower of fixed or variable conversion price; beneficial ownership capped at 4.99%.
- Sold 250,000 shares of common stock at $0.04/share for $10K to an accredited investor in private placement.
- Securities offered under Section 4(a)(2) exemption; no general solicitation; shares in book-entry form.

## SEC filing metadata
- accession: 0001882781-26-000010
- form_type: 8-K
- ticker: CBLO
- cik: 0001882781
- company_name: C2 Blockchain, Inc.
- filed_at: 2026-02-17T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1882781/000188278126000010/0001882781-26-000010-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1882781/000188278126000010/form8k21726o.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001882781-26-000010
- JSON: https://secwatch.observer/filing/0001882781-26-000010.json
- Plain text: https://secwatch.observer/filing/0001882781-26-000010.txt

## Key facts
- Debt Financings
  C2 Blockchain, Inc. incurred convertible notes of $25,000 at 10% per annum maturing August 5, 2026.
  - Instrument: convertible notes
  - Principal: $25,000
  - Rate: 10% per annum
  - Maturity: August 5, 2026
  - Event: incurrence
  source text: On or about February 5, 2026, the Company issued the Note in the principal amount of $25,000. The Note bears interest at 10% per annum and matures on August 5, 2026, unless earlier converted or repaid in accordance with its terms.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882781/000188278126000010/0001882781-26-000010-index.htm
- Equity Issuances
  C2 Blockchain, Inc. issued convertible note for $25,000.
  - Security: convertible note
  - Consideration: $25,000
  source text: On or about February 5, 2026, the Company issued the Convertible Promissory Note in the principal amount of $25,000 in a private transaction.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882781/000188278126000010/0001882781-26-000010-index.htm
- Equity Issuances
  C2 Blockchain, Inc. issued 250,000 shares of common stock to accredited investor for $0.04 per share.
  - Security: common stock
  - Shares: 250,000 shares
  - Purchaser: accredited investor
  - Consideration: $0.04 per share
  source text: On or about February 11, 2026, the Company entered into a subscription agreement with an accredited investor for the purchase of 250,000 shares of the Company’s common stock at a purchase price of $0.04 per share for aggregate gross proceeds of $10,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882781/000188278126000010/0001882781-26-000010-index.htm
- Material Agreements
  C2 Blockchain, Inc. entered into Subscription Agreement with accredited investor valued at 250,000 shares of common stock at $0.04 per share for aggregate gross proceeds of $10,000 (effective 2026-02-11).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: accredited investor
  - Value: 250,000 shares of common stock at $0.04 per share for aggregate gross proceeds of $10,000
  - Effective: 2026-02-11
  source text: On or about February 11, 2026, the Company entered into a subscription agreement with an accredited investor pursuant to which the investor agreed to purchase 250,000 shares of the Company’s common stock at a purchase price of $0.04 per share for aggregate gross proceeds of $10,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882781/000188278126000010/0001882781-26-000010-index.htm
- Material Agreements
  C2 Blockchain, Inc. entered into Convertible Promissory Note with holder valued at aggregate gross proceeds of $25,000 (effective 2026-02-05).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: holder
  - Value: aggregate gross proceeds of $25,000
  - Effective: 2026-02-05
  source text: On or about February 5, 2026, the Company entered into a Convertible Promissory Note (the “Note”) pursuant to a Note Purchase Agreement of the same date for aggregate gross proceeds of $25,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882781/000188278126000010/0001882781-26-000010-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.