SecProbe.io

United States securities and exchange commission logo
August 3, 2023
Levi Jacobson
President, CEO, CFO and Director
C2 Blockchain, Inc.
123 SE 3rd Avenue, #130
Miami, Florida 33131
Re:C2 Blockchain, Inc.
Offering Statement on Form 1-A
Filed July 5, 2023
File No. 024-12295
Dear Levi Jacobson:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed July 5, 2023
General
1.Please disclose any significant crypto asset market developments material to
understanding or assessing your business or financial condition, including any material
impact from the price volatility of crypto assets.
Cover Page
2.It appears that you intend to conduct a continuous offering. However, your cover page
disclosure that the "offering will commence no later than two business days following the
earlier of the determination of the offering price or the date the offering circular is first
used after qualification by the Commission in connection with this offering or sale"
appears inconsistent with Securities Act Rule 251(d)(3)(i)(F), which requires that a
continuous offering pursuant to such rule be commenced within two calendar days after
the qualification date. Please advise.  If you intend to commence the offering within two

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 August 3, 2023 Page 2
 FirstName LastNameLevi Jacobson
C2 Blockchain, Inc.
August 3, 2023
Page 2
calendar days after the qualification date, please revise to make this clear.
Offering Circular Summary
Company Information, page 2
3.Please substantially revise to provide investors with a detailed discussion of your business
plans.  In particular, and without limitation, please discuss in greater detail your business
plans related to "investments in private and/or public entities, joint ventures and
acquisitions of blockchain related companies," as your disclosure references on page 2,
including disclosure of the material steps you need to take to implement such plans, the
time frames for those steps and any financing you require to implement these plans.
Please also disclose whether you have identified any such investments or entered into any
related agreements.  Also please expand your risk factor and regulatory disclosures
beginning on page 16 related to your potential status as an investment company to address
the risks attendant to such business plans.
Our Offering, page 3
4.Your disclosure on page 3 states that this offering is for a maximum of 100 million shares
while Item 4 of Form 1-A and the offering circular cover page state that it is for a
maximum of 200 million shares. Please revise to reconcile this discrepancy.
Management's Discussion and Analysis, page 5
5.Please expand your disclosure beginning on page 5 regarding the material steps and
resources required to commence your crypto mining operation to discuss:
•How each resource relates specifically to your mining activities;
•Whether you currently have any of these resources;
•The locations (e.g., municipalities) under consideration for sourcing electricity, the
type(s) of energy you intend to use (e.g., the renewable power sources you reference
on page 10) and the estimated costs thereof; and
•The status of your search to purchase real estate land in Georgia, including any
related discussions or negotiations with third parties, and the business reasons for
selecting this geographic location to commence operations.
Risk Factors, page 6
6.Please move the Risk Factors section so that it immediately follows the Table of Contents
or the Summary.  Refer to Item 3(b) of Part II of Form 1-A.
7.Please expand your risk factor disclosure to address the following:
•To the extent material, discuss any reputational harm you may face in light of the
recent disruption in the crypto asset markets. For example, discuss how market
conditions have affected how your business is perceived by customers,
counterparties, and regulators, and whether there is a material impact on your
operations or financial condition.

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 August 3, 2023 Page 3
 FirstName LastNameLevi Jacobson
C2 Blockchain, Inc.
August 3, 2023
Page 3
•Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets.  Identify material
pending crypto legislation or regulation and describe any material effects it may have
on your business, financial condition, and results of operations.
•Describe any material risks you face related to the assertion of jurisdiction by U.S.
and foreign regulators and other government entities over crypto assets and crypto
asset markets. Additionally, noting your disclosure in the second risk factor on page
11 that you may operate mining datacenters in international jurisdictions, please
disclose in greater detail the material risks related to unauthorized or impermissible
customer access to your products and services outside of the United States.
•To the extent material, please describe any of the following risks due to disruptions in
the crypto asset markets: (i) risk from depreciation in your stock price, (ii) risk of loss
of customer demand for your products and services, (iii) financing risk, including
equity and debt financing, (iv) risk of increased losses or impairments in your
investments or other assets, (v) risks of legal proceedings and government
investigations, pending or known to be threatened, in the United States or in other
jurisdictions against you or your affiliates, or (vi) risks from price declines or price
volatility of crypto assets.
The supply of Bitcoins available for mining is limited and we may not be able to quickly adapt...,
page 9
8.We note your disclosure that the next halving for Bitcoin is expected in 2024.  Please
discuss in greater detail the anticipated impacts of the next halving, including the potential
impact of the decrease in the amount of Bitcoin rewards on your revenues and on the
economics of your mining operations.  Also please revise your disclosure elsewhere, as
appropriate, to discuss any steps you will take to address these impacts.
Our crypto mining business is capital intensive..., page 9
9.We note your references to your "proprietary mining business" within this risk factor and
elsewhere in your filing.  Please revise to clarify what you mean by the term "proprietary"
as it relates to your prospective mining business, as well as to your hash rate, as you
reference in the first risk factor on page 10.
Any loss or destruction of a private key required to access a cryptocurrency of CBLO is
irreversible..., page 13
10.Please revise your disclosure regarding custody of your crypto assets to disclose who will
hold the private keys associated with your crypto asset wallets, how they will be stored,
and the precautions that will be taken to keep them secure.
If there are significant changes to the method of validating blockchain transactions..., page 14
11.Please reconcile your risk factor disclosure that your "proprietary mining operations are

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
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 FirstName LastName
Levi Jacobson
C2 Blockchain, Inc.
August 3, 2023
Page 4
currently designed to primarily support a PoW consensus algorithm" with your disclosure
on page 20 that you have no operations at this time.
There is no one unifying principle governing the regulatory status of cryptocurrencies nor
whether cryptocurrencies are securities..., page 17
12.We note your disclosure that "[i]n some jurisdictions, such as in the U.S.,
cryptocurrencies, such as Bitcoins, are subject to extensive, and in some cases
overlapping, unclear and evolving regulatory requirements."  Please revise this risk factor
to provide more details regarding your references to "overlapping" and "unclear"
regulatory requirements, and to clarify that the Commission and staff have issued reports,
orders, and statements that provide guidance on when a crypto asset may be a security for
purposes of the U.S. federal securities laws.
Competition, page 19
13.Please provide a clear citation to any reports and industry analysis that you cite (e.g.,
statistics from Frost & Sullivan), including where such information can be found.
Description of Business, page 20
14.Please revise your disclosure here and elsewhere as appropriate to address the following:
•To the extent material, please discuss how the bankruptcies of certain crypto asset
market participants and the downstream effects of these events have impacted or may
impact your business, financial condition, customers, and counterparties, either
directly or indirectly.
•If material to an understanding of your business, describe any direct or indirect
exposures to other counterparties, customers, custodians, or other participants in
crypto asset markets known to: (i) have filed for bankruptcy, been decreed insolvent
or bankrupt, made any assignment for the benefit of creditors, or have had a receiver
appointed for them; (ii) have experienced excessive redemptions or suspended
redemptions or withdrawals of crypto assets; (iii) have the crypto assets of their
customers unaccounted for; or (iv) have experienced material corporate compliance
failures.
15.We note your disclosures on page 20 regarding your plans to "obtain bitcoin as a result of
our anticipated mining operations," and on page 15 regarding your intentions to "evaluate
the potential for mining or investing in existing, new and alternative cryptocurrencies."
Please revise to affirmatively identify all of the crypto assets that you intend to mine,
invest in or transact in, including the "new and alternative" ones you reference, and update
this disclosure in future filings as appropriate.  Also please clarify the extent to which you
intend to mine, invest in or transact in crypto assets that are based on proof-of-work or
proof-of-stake, respectively, and discuss the implications of any differences between the
two strategies on your capital expenditures.

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 August 3, 2023 Page 5
 FirstName LastName
Levi Jacobson
C2 Blockchain, Inc.
August 3, 2023
Page 5
16.In the last paragraph of page 20, you disclose that:
•"We plan to sell bitcoin from time to time, to support our operations and strategic
growth;" and
•"We will not use a formula or specific methodology to determine whether or when
we will sell bitcoin that we hold, or the number of bitcoins we will sell. Rather,
decisions to hold or sell bitcoins will be determined by management by analyzing
forecasts and monitoring the market in real time."

Please discuss any factors you will consider in making such determinations or decisions
and provide illustrative examples, as appropriate.  Disclose the expected average period
between receipt of your crypto assets and the subsequent conversion into fiat currency and
any estimated fees you will incur.  Also please discuss any plans or intentions to trade
your crypto assets for other crypto assets on centralized or decentralized exchanges, as
you reference in the third full risk factor on page 15.
17.Revise to include a discussion of the current prices for the crypto assets you intend to
mine, expected energy costs, and the expected efficiency of the miner(s) that you will
utilize. Also please discuss the relationship between hash rate, energy consumption, and
mining costs, and how this relationship specifically impacts your operating results. Please
provide a quantified breakeven analysis that compares the cost to earn/mine the crypto
assets with the value of those crypto assets. Discuss any known trends related to your
breakeven analysis as of the most recent practicable date. As a non-exclusive example,
clarify whether your cost of revenue and mining inputs (e.g., energy costs) have materially
increased or decreased in recent periods.
18.Please balance your disclosure with a discussion of the depreciation potential for mining
machines and risks to profitability in light of the significant price swings in crypto asset
prices in recent periods.
19.We note your disclosure regarding your plans to "buy real estate in the state of Georgia
and construct a warehouse for hosting a data center."  Please expand your disclosure to
also discuss any international jurisdiction(s) in which you may operate mining
datacenters, as your second risk factor on page 11 references.
20.We note your plans to participate in mining pools to combine your mining operations with
other mining participants to increase processing power to solve blocks, as the first risk
factor on page 11 states.  Please revise to discuss how you will utilize mining pools and
how mining pools operate more generally.  Also please disclose the expected material
terms of any mining pool arrangements, including your rewards, fees and other
arrangements, to the extent such information is currently known or reasonably available.
Security Ownership of Certain Beneficial Owners and Management, page 28
21.We note you present beneficial ownership percentages assuming all of the shares are sold.
As you are engaging in a best efforts offering, please revise the beneficial ownership table
to present Mendel Holdings, LLC's post-offering ownership percentages assuming various

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 Comapany NameC2 Blockchain, Inc.
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 FirstName LastName
Levi Jacobson
C2 Blockchain, Inc.
August 3, 2023
Page 6
amounts of offered shares are sold (e.g., 25%, 50%, 75% and 100%).
Report of Independent Registered Public Accounting Firm, page F-2
22.In the opinion paragraph, the auditor refers to the period June 30, 2022 without specifying
the period (for example, the year ended June 30, 2022). Please amend to include an audit
report for your statements of operations, stockholders' equity (deficit), and cash flows for
the year ended June 30, 2022. Refer to Part F/S of Form 1-A.
Exhibits
23.We note that your sample subscription agreement states that you are a Delaware
corporation but your offering circular cover page and legality opinion state that you are a
Nevada corporation. Please revise to reconcile your disclosure.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Kate Tillan, Staff Accountant, at (202) 551-3604 or Michelle Miller,
Staff Accountant, at (202) 551-3368 if you have questions regarding comments on the financial
statements and related matters.  Please contact David Lin, Staff Attorney, at (202) 551-3552 or
Sandra Hunter Berkheimer, Legal Branch Chief, at (202) 551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets