C2 Blockchain Shifts to Meme Coin, Delays Mining & AI Amid Funding Gaps

TL;DR

**CBLO is a highly speculative bet on meme coins and unproven crypto infrastructure, with no revenue and significant execution risk.**

AI Summary

C2 Blockchain, Inc. (CBLO) is a development-stage company that transitioned from a blank check shell company in April 2022 to focus on cryptocurrency mining and digital asset activities by January 2025. For the fiscal year ended June 30, 2025, the company did not generate any revenue. CBLO plans to establish a 14-megawatt Bitcoin mining facility in Atlanta, Georgia, requiring an estimated minimum of $200,000 to begin limited operations with ten S19 XP ASIC miners. The company's digital asset treasury strategy shifted significantly post-June 30, 2025, divesting all Cardano (ADA) tokens at an approximate loss of $12,668 and acquiring 400,166,828 DOG Coins, a Bitcoin-native meme asset. An AI-powered crypto chatbot was beta-launched in May 2025 but its development has since been paused. CBLO has non-binding agreements for a $100,000 investment in CoinEdge Inc. for a 10% stake and a potential $1,000,000 acquisition of a 20% equity interest in A.R.T. Digital Holdings Corp.'s McAllen Project, neither of which has been funded or consummated. The company's operations are contingent on financing and suitable site identification, with no guarantee of profitability.

Why It Matters

C2 Blockchain's pivot from Cardano to 400 million DOG Coins, a meme-native digital asset, signals a highly speculative strategy in the volatile crypto market, impacting investor risk exposure. The company's ambitious plans for a 14-megawatt Bitcoin mining facility and AI-powered chatbot remain unfunded and unexecuted, raising questions about its operational viability and ability to compete with established blockchain infrastructure firms. Employees and customers face uncertainty given the development-stage nature and lack of revenue. This filing highlights the significant challenges and speculative nature of early-stage blockchain ventures, contrasting sharply with more mature, revenue-generating competitors.

Risk Assessment

Risk Level: high — C2 Blockchain is a development-stage company with no revenue generated from its planned operations as of June 30, 2025. The company's plans for a 14-megawatt Bitcoin mining facility require a minimum of approximately $200,000 to secure a location and begin limited operations, which it has not yet secured. Furthermore, the company realized an approximate loss of $12,668 from divesting its ADA token holdings, indicating volatility in its digital asset treasury management.

Analyst Insight

Investors should approach CBLO with extreme caution, recognizing it as a highly speculative venture with no current revenue and significant execution risk. Given the company's reliance on non-binding agreements and a shift to meme-native digital assets, potential investors should wait for concrete operational milestones and audited financial performance before considering any investment.

Financial Highlights

debt To Equity

Not Disclosed

revenue

$0

operating Margin

N/A

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

N/A

cash Position

Not Disclosed

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0 — Revenue (for the fiscal year ended June 30, 2025)
• $274,018 — Market Value of Non-Affiliate Common Stock (as of December 31, 2024)
• 379,236,005 — Shares of Common Stock Outstanding (as of September 4, 2025)
• 14-megawatt — Planned Bitcoin Mining Facility Capacity (proposed in Atlanta, Georgia)
• $200,000 — Estimated Minimum Capital Required (to secure mining facility and begin limited operations)
• $12,668 — Approximate Loss (from ADA token divestment post-June 30, 2025)
• 400,166,828 — DOG Coins Held (as of September 4, 2025)
• $1.59 — Estimated Net Daily Earnings per S19 XP Miner (under current Bitcoin prices and electricity rates)
• 2.5 to 3 years — Projected Investment Break-Even Period (for S19 XP miners)
• 10% — Intended Equity Stake (in CoinEdge Inc. for $100,000 investment)

Key Players & Entities

• C2 Blockchain, Inc. (company) — registrant
• Levi Jacobson (person) — Chief Executive Officer, Chief Financial Officer, and sole Director
• CoinEdge Inc. (company) — potential investment target
• A.R.T. Digital Holdings Corp. (company) — potential acquisition target
• $100,000 (dollar_amount) — intended investment in CoinEdge Inc.
• $1,000,000 (dollar_amount) — proposed purchase price for McAllen Project equity
• $200,000 (dollar_amount) — estimated minimum to secure mining facility location and begin operations
• $12,668 (dollar_amount) — approximate loss from ADA token divestment
• 400,166,828 (dollar_amount) — DOG Coins held by the company
• June 30, 2025 (date) — fiscal year end

FAQ

Risk Factors

• Lack of Operating History and Profitability [high — financial]: C2 Blockchain, Inc. is a development-stage company with no revenue generated for the fiscal year ended June 30, 2025. Its operations are contingent on securing significant financing, estimated at a minimum of $200,000 for limited mining operations, and the successful identification and establishment of a mining facility. There is no assurance that the company will achieve profitability.
• Dependence on Financing and Site Acquisition [high — operational]: The company's ability to establish a 14-megawatt Bitcoin mining facility in Atlanta, Georgia, is entirely dependent on securing adequate financing. Furthermore, no specific site has been identified or secured, and the company must evaluate suitability, terms, and economic feasibility before committing capital. Progress remains contingent on available financing and suitable site identification.
• Cryptocurrency Market Volatility [high — market]: The company's core business involves cryptocurrency mining and digital asset management. The value and profitability of these activities are subject to extreme price volatility of cryptocurrencies like Bitcoin, as well as fluctuations in electricity costs and mining difficulty. The estimated net daily earnings per miner of $1.59 are based on current conditions that may not persist.
• Significant Digital Asset Divestment Loss [medium — financial]: Post-June 30, 2025, the company divested all Cardano (ADA) tokens, incurring an approximate loss of $12,668. This highlights the financial risks associated with digital asset treasury management and the potential for significant capital losses.
• Paused AI Chatbot Development [low — operational]: An AI-powered crypto chatbot, launched in beta in May 2025, has had its development paused. This indicates potential challenges in executing technology initiatives and may impact future diversification or revenue streams.
• Unfunded Investment Agreements [medium — financial]: The company has non-binding agreements for a $100,000 investment in CoinEdge Inc. and a potential $1,000,000 acquisition in A.R.T. Digital Holdings Corp. Neither of these investments has been funded or consummated, indicating potential execution risk and reliance on future capital raises.
• Evolving Regulatory Landscape [medium — regulatory]: The cryptocurrency industry is subject to evolving regulatory frameworks globally. Changes in regulations related to mining, digital asset ownership, and trading could materially impact the company's operations, compliance costs, and overall business model.

Industry Context

The cryptocurrency mining sector is capital-intensive and highly competitive, characterized by rapid technological advancements and significant energy consumption. Companies like C2 Blockchain, Inc. face challenges in securing affordable power, acquiring efficient hardware, and navigating volatile cryptocurrency prices. The industry is also increasingly subject to regulatory scrutiny and environmental concerns, pushing for more sustainable mining practices.

Regulatory Implications

C2 Blockchain, Inc. operates in a rapidly evolving regulatory landscape for digital assets and cryptocurrency mining. Potential future regulations concerning energy usage, taxation, or the classification of digital assets could significantly impact operational costs and business viability. As an Emerging Growth Company, C2 Blockchain benefits from certain exemptions, but must remain vigilant of compliance requirements.

What Investors Should Do

1. Monitor financing activities closely.
2. Evaluate the feasibility of the mining facility plan.
3. Track cryptocurrency market volatility and its impact.
4. Assess the strategic value of digital asset holdings.

Key Dates

• 2022-04-01: Transition from blank check shell company — Marks the company's pivot towards its current focus on blockchain and digital assets.
• 2025-01-01: Shift in focus to cryptocurrency mining and digital asset activities — Formalized the company's strategic direction towards its current business model.
• 2025-05-01: Beta launch of AI-powered crypto chatbot — Represents an initial technology initiative, though development has since been paused.
• 2025-06-30: Fiscal Year End — Reporting period for which the company generated $0 revenue and incurred an approximate $12,668 loss from ADA divestment.
• 2025-09-04: Shares Outstanding and DOG Coin Holdings reported — Provides key balance sheet information: 379,236,005 shares outstanding and 400,166,828 DOG Coins held.
• 2024-12-31: Market Value of Non-Affiliate Common Stock reported — Indicates a market valuation of $274,018 as of this date.

Glossary

ASIC miners

Application-Specific Integrated Circuit miners are specialized hardware devices designed for a specific task, in this case, mining cryptocurrencies like Bitcoin. (These are the core machines C2 Blockchain, Inc. plans to use for its Bitcoin mining operations.)

SHA-256 algorithm

A cryptographic hash function that produces a 256-bit (32-byte) hash value. It is widely used in Bitcoin mining. (This is the algorithm that the planned S19 XP ASIC miners will use to mine Bitcoin.)

Development-stage company

A company that has not yet established a revenue stream or achieved profitability, often focused on research, development, or establishing operations. (Describes C2 Blockchain, Inc.'s current status, indicating significant future risks and uncertainties.)

Digital Asset Treasury Management

The strategy of holding, managing, and potentially trading various digital assets (like cryptocurrencies) as part of a company's reserves or investment portfolio. (This is one of C2 Blockchain, Inc.'s stated business focuses, though it has resulted in losses on past holdings (ADA).)

Emerging Growth Company (EGC)

A designation under the JOBS Act for companies with less than $1.235 billion in annual gross revenue, allowing for certain regulatory and reporting exemptions. (C2 Blockchain, Inc. qualifies as an EGC, impacting its reporting requirements and exemptions from certain Sarbanes-Oxley provisions.)

Year-Over-Year Comparison

As a development-stage company, C2 Blockchain, Inc. reported $0 revenue for the fiscal year ended June 30, 2025, consistent with its pre-operational status. Key changes since the prior period likely involve the strategic shift towards cryptocurrency mining and digital asset activities, including the acquisition of a significant DOG Coin treasury and the initiation (and subsequent pause) of an AI chatbot project. New risks related to facility development, financing needs, and cryptocurrency market volatility have become more prominent.

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 N/A Securities to be registered unde
• $0.0051 — ased on the closing price per share (or $0.0051), of the registrant's common stock as r
• $100,000 — utlining the Company's intent to invest $100,000 in CoinEdge in exchange for a 10% equit
• $1,000,000 — Digital. The proposed purchase price is $1,000,000, payable in one or more tranches over 9
• $200,000 — will require a minimum of approximately $200,000 to secure a location and begin operatio
• $0.075 — average industrial electricity rate of $0.075 per kilowatt-hour in Georgia, estimated
• $54.18 — s for ten miners would be approximately $54.18 per day, or $1,648 per month. The Com
• $1,648 — uld be approximately $54.18 per day, or $1,648 per month. The Company's internal est
• $1.59 — 9 XP miner could generate approximately $1.59 in net daily earnings, with a projected
• $12,668 — Company realized an approximate loss of $12,668. This figure has not been audited or re
• $1,235,000,000 — we have total annual gross revenues of $1,235,000,000 or more (as such amount is indexed for
• $1,000,000,000 — revious 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the d

Filing Documents

• c2block25o.htm (10-K) — 629KB
• employmentagreement_lj.htm (EX-10.1) — 16KB
• npa_qc.htm (EX-10.2) — 153KB
• cpn_qc.htm (EX-10.3) — 113KB
• qc_w.htm (EX-10.4) — 63KB
• spa_cov.htm (EX-10.5) — 149KB
• pm_cov.htm (EX-10.6) — 130KB
• cov_el.htm (EX-10.7) — 110KB
• exhibit31.htm (EX-31) — 12KB
• exhibit32.htm (EX-32) — 7KB
• image_003.jpg (GRAPHIC) — 93KB
• 0001882781-25-000034.txt ( ) — 3188KB
• cblo-20250630.xsd (EX-101.SCH) — 23KB
• cblo-20250630_cal.xml (EX-101.CAL) — 12KB
• cblo-20250630_def.xml (EX-101.DEF) — 19KB
• cblo-20250630_lab.xml (EX-101.LAB) — 130KB
• cblo-20250630_pre.xml (EX-101.PRE) — 104KB
• c2block25o_htm.xml (XML) — 171KB

Business

Business 1 Item 1A Risk Factors 4 Item 1B Unresolved Staff Comments 6 Item 1C Cybersecurity 6 Item 2

Properties

Properties 6 Item 3 Legal Proceedings 6 Item 4 Mine Safety Disclosures 6 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6 Selected Financial Data 9 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 7A Quantitative and Qualitative Disclosures about Market Risk 9 Item 8 Financial F1-F10 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 10 Item 9A Controls and Procedures 10 Item 9B Other Information 10 PART III Item 10 Directors, Executive Officers and Corporate Governance 11 Item 11 Executive Compensation 13 Item 12 Security 14 Item 13 Certain Relationships and Related Transactions, and Director Independence 14 Item 14 Principal Accounting Fees and Services 15 PART IV Item 15 Exhibits, Financial Statement Schedules 16 Item 16 Form 10-K Summary 16

Signatures

Signatures 16 Table of Contents Note: "We," "us," "our," "the Registrant," the "Company," and "C2 Blockchain" are synonymous with C2 Blockchain, Inc., unless otherwise indicated. CAUTIONARY Certain contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words "may," "should," "believe," "expect," "intend," "plan," "anticipate," "likely," "estimate," "potential," "continue," "will," and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance, or achievements, or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report. GLOSSARY OF TERMS AND INDUSTRY DATA Bitcoin – A type of digital asset based on an open-source math-based protocol existing on the Bitcoin Network and utilizing cryptographic security. ADA – A type of digital asset issued by the Cardano blockchain platform. ADA t

Business

Business Focus The Company is a development-stage blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury management, and related technology initiatives. The Company is in the early stages of development and faces significant operational and financial constraints that may affect both the timing and scope of its activities. Cryptocurrency Mining Facility The Company plans to establish a 14-megawatt (MW) Bitcoin mining facility, with a proposed location in Atlanta, Georgia, due to the availability of relatively low-cost electricity and environmental conditions favorable for equipment cooling. As of the date of this filing, the Company has not identified, secured, or negotiated any specific site for the facility. The Company is evaluating potential locations and related financial feasibility before committing to procurement or construction activities. No revenues have been generated from this planned operation, and there is no assurance that it will become operational or profitable. The planned facility would be custom-designed with ventilation and cooling systems to support mining hardware performance and longevity, and would connect to the local power grid as its primary electricity source. The Company intends to use Application-Specific Integrated Circuit (ASIC) miners, specifically the S19 XP model, designed to mine cryptocurrencies using the SHA-256 algorithm, such as Bitcoin. The mining operation is intended to be scalable, allowing for the addition of mining hardware as funding becomes available. The Company believes it will require a minimum of approximately $200,000 to secure a location and begin operations at a limited scale with at least ten mining machines. However, access to such funds does not guarantee that a site will be secured, as the Company must also evaluate suitability, terms, and economic feasibility. The Company may elect not to use available capital for site acquisition if conditions are unfavorable

Forward-Looking Statements

Forward-Looking Statements Certain statements and information included in this Annual Report on Form 10-K for the year ended June 30, 2025, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements reflect current expectations concerning future events and results and often include terms such as "may," "should," "believe," "expect," "intend," "plan," "anticipate," "estimate," "potential," "continue," "will," and similar expressions.

Forward-looking statements involve risks, uncertainties,

Forward-looking statements involve risks, uncertainties, and other factors, some beyond the Company's control, which may cause actual results or achievements to differ materially from those expressed or implied. These factors include but are not limited to the ability to secure suitable site locations, obtain financing, successfully develop mining operations, market conditions, regulatory developments, and operational challenges. Except as required by law, the Company undertakes no obligation to update or revise forward-looking statements, whether due to new information, future events, or otherwise. Investors are cautioned not to unduly rely on such statements when evaluating the Company's prospects. - 2 - Table of Contents (c) Reports to security holders. (1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report. (2) The Company will continue to file reports with the SEC. The Company is an SEC reporting company and complies with the requirements of the Exchange Act. Emerging Growth Company We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). We will remain an emerging growth company until the earliest of: (a) the last day of the fiscal year in which we have total annual gross revenues of $1,235,000,000 or more (as such amount is indexed for inflation by the SEC every five years); (b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement; (c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which such issuer is deemed to be a large accelerated filer, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor theret

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