SecProbe.io

United States securities and exchange commission logo
December 18, 2023
Levi Jacobson
President, CEO, CFO and Director
C2 Blockchain, Inc.
123 SE 3rd Avenue, #130
Miami, Florida 33131
Re:C2 Blockchain, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed November 9, 2023
File No. 024-12295
Dear Levi Jacobson:
            We have reviewed your amended offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 3, 2023 letter.
Amendment No. 1 to Offering Statement on Form 1-A
General
1.We note your response to our prior comment 2 and reissue it in part. Securities Act Rule
251(d)(3)(i)(F), requires that a continuous offering pursuant to such rule be commenced
within two calendar days after the qualification date. Your cover page disclosure appears
inconsistent with the requirements of Securities Act Rule 251(d)(3)(i)(F), please revise.
2.We note your disclosure on page 15 that you "intend to initially only mine Bitcoin but
futuristically may evaluate the potential for mining or investing in existing, new and
alternative cryptocurrencies." We also note your statement on page 20 that while you have
no plans as of this date to trade your crypto assets for other crypto assets on a centralized
or decentralized exchange, you may do so in the future. Please revise as follows:
•Discuss your intentions to mine, invest in or transact in crypto assets other than
Bitcoin and update this disclosure in future amendments as appropriate;

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 December 18, 2023 Page 2
 FirstName LastNameLevi Jacobson
C2 Blockchain, Inc.
December 18, 2023
Page 2
•Describe your process, if any, for analyzing whether a particular crypto asset that you
intend to mine, invest in, or transact in is a "security" within the meaning of Section
2(a)(1) of the Securities Act and disclose that this is a risk-based judgment and does
not constitute a legal determination binding on regulators or the courts; and
•Expand your risk factors to describe (i) the regulatory risks associated with any such
policies and procedures for determining the characterization of crypto assets, (ii) the
specific potential consequences to you and to investors if it is subsequently
determined that you hold or have participated in the unregistered issuance or
distribution of securities, including the specific risks inherent in your business model
that may necessitate corrective measures as a result of judicial or regulatory actions,
and (iii) the risks attendant to your plans, if any, to expand your business activities to
include additional types of crypto assets.
3.Please provide support for the following statements, including a citation to your source for
such information and the date of the data from such source:
•On pages 2 and 19, you disclose that, "We expect in the state of Georgia to pay
industrial rate of $0.0598 per kilowatt-hour (kWh);" and
•On page 20, you disclose that, "Bitcoin’s price at the approximate date of this filing is
at a current level of $35,000 and up from $21,282.99 one year ago."
4.Your response to comment 3 states that you have removed from your disclosure
references to business plans related to investments in private and/or public entities, joint
ventures, and acquisitions of blockchain related companies.  However, the notes to your
financial statements on pages F-7 and F-14 continue to include such references.  Please
revise or advise.
5.We note your disclosure, including on page 20, that it could take several years for the
company to be profitable based on initial startup expenses and projected mining rates,
based on several assumptions. Please revise to prominently disclose that timeline in the
summary section and include a related risk factor.
Offering Circular Summary
Business Description, page 2
6.There appear to be inconsistencies in your disclosures regarding electricity costs.  As
examples only, please revise to address the following points:
•Noting your disclosure on page 2 that the "total energy cost" for running 10 miners is
approximately $433.44 per day, it is unclear how you calculated the monthly total
cost to be approximately $1,863.79; and
•Noting your disclosure on page 20 that the electricity costs for running one miner is
$4.33 per day, it is unclear how you calculated the total cost of running 10 miners is
approximately $433.44 per day, as disclosed on page 2.
Time Frames, page 2
On page 2, you disclose that, "We plan to purchase at least 10 mining machines and

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 December 18, 2023 Page 3
 FirstName LastNameLevi Jacobson
C2 Blockchain, Inc.
December 18, 2023
Page 3
7.estimate that we will require two million dollars to get started." However, on page 19, you
disclose that, "In order to implement our plan of operations for the next twelve-month
period, we require a minimum of $200,000 of funding from this offering." Please revise to
clarify or reconcile your disclosure. Also please revise to additional details in support of
the minimum amount of proceeds you anticipate would be required to commence
operations, including a detailed breakdown setting forth how you plan to utilize such net
proceeds.
Risk Factors, page 6
8.Please add a separate risk factor addressing the risk that the assumptions in your
breakeven analysis disclosure on page 20 may turn out to be inaccurate and the potential
risks to investors arising therefrom. Also please include a cross-reference to this risk
factor in your breakeven analysis disclosure.
The supply of Bitcoins available for mining is limited..., page 9
9.We note your revisions to the third risk factor on page 9 in response to comment 8.  Please
expand your disclosure to discuss in greater detail the basis for your expectation that
"there will be a drop in hashrate as less efficient miners shut down, consequently reducing
competition."  Please also revise to take into account your disclosures elsewhere regarding
the increases in Bitcoin mining difficulty in recent periods (e.g., on page 11 that "[f]rom
January 2021 to October 2023, Bitcoin mining difficulty (the degree of difficulty involved
in discovering new bitcoin blocks through mining) increased by approximately 3.2
times").
Growth in the popularity and use of other blockchain networks..., page 14
10.We note your reference to statistics from Frost & Sullivan in the second paragraph of this
risk factor.  As previously requested in comment 13, please provide a clear citation to any
reports and industry analysis that you cite, including where such information can be
found.
Management’s Discussion and Analysis
Plan of Operations After Completion of Reorganization, page 19
11.Your disclosure in this section assumes that you will receive the full amount of the
offering.  Noting that you are offering securities on a no minimum basis, please add a
cross-reference to the Use of Proceeds section on page 21, which shows the allocation of
your proceeds if 25%, 50%, 75% and 100% of the securities are sold.
Description of Business, page 20
12.We note your disclosure on page 20 in response to comment 17.  Please further revise to
explain in greater detail your breakeven analysis. As previously requested, please revise to
address the following points:

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 December 18, 2023 Page 4
 FirstName LastName
Levi Jacobson
C2 Blockchain, Inc.
December 18, 2023
Page 4
•Compare the value of one mined Bitcoin to your cost to mine the one Bitcoin; and
•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.
13.Please expand your breakeven analysis to identify and explain the inputs used in your
calculation and the key assumptions that you have utilized in preparing it, including,
without limitation:
•Your proprietary hash rate and the number and efficiency of your mining machines;
•The total network hash rate and any material increases thereof in recent periods; and
•How your calculations take into account the estimated depreciation expenses of 15%
per year for each mining machine.
14.We note your statement in the MD&A section on page 20 that you "expect the proceeds of
this offering, together with funds from third party financings" will be sufficient for you to
implement your business plan.  Please disclose whether you intend to finance the purchase
of mining equipment and, if so, reflect financing costs in your breakeven analysis.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
15.Please ask your auditors to tell us why they refer to consolidated statements of operations,
stockholders' equity (deficit), and cash flows. We note that the financial statements are not
labeled as consolidated and there is no accounting policy for consolidated financial
statements.
Statement of Operations, page F-4
16.The statement of operations on page F-4 is for your unaudited interim periods ended
September 30, 2023 and 2022 and should be for your audited annual periods ended June
30, 2023 and 2022. Please revise to include your audited statements of operations.
            Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters. Please
contact David Lin at 202-551-3552 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets