SecProbe.io

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                                                             March 2, 2026

Levi Jacobson
Chief Executive Officer
C2 Blockchain, Inc.
12818 SW 8th St Unit #2008
Miami, FL 33184

        Re: C2 Blockchain, Inc.
            Post-Qualification Amendment to Offering Statement on Form 1-A
            Filed February 12, 2026
            File No. 024-12295
Dear Levi Jacobson:

       We have reviewed your amendment and do not have any comments.

        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.

      Please contact Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at
202-551-
3758 with any questions.

                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Crypto
Assets
</TEXT>
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CORRESP
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filename1.htm

C2 BLOCKCHAIN, INC.

123 SE 3rd Ave. #130

Miami, FL 33131

January 21, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:
    David Lin, Staff Attorney

    Re:
    C2 Blockchain, Inc.

    Offering Statement on Form 1-A

    File No. 024-12295

REQUEST FOR ACCELERATION OF QUALIFICATION

Dear Mr. Lin:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, C2 Blockchain, Inc. (the “Registrant”) hereby requests acceleration of the qualification
date of its Offering Statement on Form 1-A (File No. 024-12295), as amended (the “Offering Statement”), so that
it may become qualified at 4:00 P.M Eastern Daylight Time on January 23, 2025, or as soon as practicable thereafter.

The Registrant hereby authorizes Levi Jacobson,
CEO of C2 Blockchain, Inc. to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange
Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Offering Statement qualified,
it does not foreclose the Commission from taking any action with respect to the Offering Statement;

(ii) the action of the Commission or the
staff, acting pursuant to delegated authority, in declaring the Offering Statement qualified, does not relieve the Registrant from its
full responsibility for the adequacy and accuracy of the disclosure in the Offering Statement; and

(iii) the Registrant may not assert the
lack of comment by the Commission or the staff on the Offering Statement or the declaration of qualification of the Offering Statement
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

-1-

We request that we be notified of such qualification
by email or telephone call at (347) 301-8431.

Best Regards,

    C2 BLOCKCHAIN, INC.

      /s/ Levi Jacobson

    Levi Jacobson

    Chief Executive Officer

-2-

September 20, 2024
Levi Jacobson
President, CEO, CFO, and Director
C2 Blockchain, Inc.
123 SE 3rd Avenue, #130
Miami, FL 33131
Re:C2 Blockchain, Inc.
Amendment No. 4 to
Offering Statement on Form 1-A
Filed August 23, 2024
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 May 17, 2024 letter.
Amendment No. 4 to Offering Statement on Form 1-A
General
1.Please revise your disclosure throughout to update industry-related information to the
latest practicable date, as appropriate. As examples only, we note that:
•In the third risk factor on page 9, you state that "[c]urrently, around 19,687,300
Bitcoins have been mined as of April 19, 2024 and are in circulation, leaving
approximately 1,312,700 left to be mined."
•In the third risk factor on page 14, you state that "[a]s of October 8, 2023, the market
capitalization of Bitcoin was US $544 million, accounting for approximately 48% of
the total capitalization of the global cryptocurrency market."
2.We note your references to historical Bitcoin price data throughout your offering circular
(see, e.g., pages 2, 6, 9 and 20). In each such instance, please ensure that you have
included the source and date for such data.

September 20, 2024
Page 2
Offering Circular Summary
Business Description, page 2
3.We note your disclosures at pages 2, 6 and 20 that, "At an approximate BTC price of
$64,000, electricity price of $0.06 kWh, Mining Computer Hash Rate of 140 TH/s, each
Antminer S19 XP generates about $6.73 in earnings per day, $201.95 earnings per month
or $2,457.01 in earnings per year." Your reference to an "electricity price of $0.06 kWh"
in this statement suggests that you include the cost of electricity in determining such
earnings figures. However, based upon your tabular disclosures for your break-even
analyses at page 20, it appears that these earnings figures exclude the cost of electricity.
Please revise to clarify your disclosures as appropriate.
4.On page 2, in the second sentence of the paragraph beginning with, "For computations on
break-even analysis and bitcoin mining economics...," your revised disclosure in response
to prior comment 2 appears to cross-reference two separate risk factors, respectively
titled “Our Breakeven Analysis may turn out to be inaccurate," and "The time frame to
breakeven on the cost of one ASIC S19 XP mining machine is approximately 3 years
based on cash method of accounting and 5 years under the straight line method of
depreciation utilizing an approximate BTC market price of $64,000.” However, based
upon your risk factor disclosure at the bottom of page 6, it appears that you intended to
cross-reference one risk factor, rather than two separate risk factors. Please revise as
appropriate. Also please revise your disclosure in the last paragraph on page 20 to address
the substance of this comment.
Risk Factors
Substantial increases in the supply of mining machines..., page 11
5.We note your risk factor disclosure that from August 2023 to August 2024, Bitcoin
mining difficulty increased by approximately 62.11%. Please revise to quantify the
Bitcoin mining difficulty at August 2023 and August 2024, respectively.
6.Footnote 4 on page 11 appears to provide an incorrect date citation. In this regard, we note
that your disclosure regarding the increase in Bitcoin mining difficulty from August 2023
to August 2024 cites to data retrieved as of October 9, 2023. Please revise or advise.
Risks Related to Regulatory Compliance and Other Legal Matters, page 16
7.Please revise your disclosure in the first three paragraphs on page 16 to provide a sub-
caption for each risk factor presented.
Management's Discussion and Analysis, page 19
8.We note your disclosure that, “We plan to purchase the Antminer S19 XP mining
machine. Each machine costs about $2,600.” Please disclose the source of the estimated
purchase price of the Antminer S19 XP mining machine.
Competition, page 19
You state that within North America, your major competitors include Marathon Digital
Holdings, Riot Blockchain, Inc., Core Scientific, Inc., Bitfarms Ltd. and Iris Energy Ltd.
Please tell us why you have chosen to identify the named companies as your competitors
given the size of your company and the stage of your development. It appears that you 9.

September 20, 2024
Page 3
should limit the competitors you identify by name to those companies whose resources
and operations are similar to yours in size and scope. Please revise as appropriate or
advise otherwise.
Description of Business, page 20
10.On page 20, in the paragraph beginning with "Our operating results will vary widely...,"
you disclose that, "We assumed no salvage value after life expectancy of 2.5 years under
the table for straight line depreciation" (emphasis added). Please reconcile this statement
with your revised disclosure under "Break-even Analysis for One Antminer S-19 XP
Utilizing Straight-Line Method of Depreciation," which assumes that the life span of the
Antminer S19 XP mining machine is 5 years.
11.On page 20, please revise your tabular disclosure under the headings "Break-even
Analysis for One Antminer S-19 XP Utilizing Cash Method of Accounting" and "Break-
even Analysis for One Antminer S-19 XP Utilizing Straight-Line Method of
Depreciation," respectively, to disclose date at which the referenced assumptions were
measured (e.g., difficulty factor, BTC/USD exchange rate, cost of Antminer S19 XP
(hardware), etc.). Also please revise your tabular disclosures on page 20 under the
"Bitcoin Mining Economics" heading to make similar revisions.
Break-even Analysis for One Antminer S-19 XP Utilizing Straight-Line Method..., page 20
12.We note that you have revised the useful life of the Antminer S19 XP mining machine
from 2.5 to 5 years. Please supplementally explain why this figure changed compared to
the prior amendment. As appropriate, please provide support for your adjustment to this
figure.
Security Ownership of Certain Beneficial Owners and Management, page 28
13.Please update the beneficial ownership table to reflect the most recent practicable date, as
required by Item 12 of Form 1-A. We note that the chart is provided as of January 26,
2024.
Financial Statements
Note 1 - Organization and Description of Business, page F-7
14.We note your disclosure in Note 1 to the financial statements that, "The Company’s
business plan is to concentrate on cryptocurrency related investments and development
opportunities including but not limited to cryptocurrency mining, primarily for Bitcoin,
for our own account...." In an appropriate section, please describe in greater detail any
"cryptocurrency related investments and development opportunities" that you will
concentrate on, other than mining Bitcoin for your own account, as currently disclosed in
your offering statement (see, e.g., pages 2 and 20).
In your response to comment 1 in our letter dated March 1, 2024, you stated that, "We
have revised our offering statement throughout to clearly and consistently discuss our
intentions to mine, invest in or transact in only bitcoin mining and no mining of any other
cryptocurrencies." However, your disclosure continues to suggest that you may mine, hold
or transact in crypto assets other than Bitcoin. For example, your disclosure in Note 1 to
the financial statements states that your business plans include "cryptocurrency mining, 15.

September 20, 2024
Page 4
primarily  for Bitcoin..." (emphasis added). Please revise throughout to clearly and
consistently discuss your intentions to mine, invest in or transact in any crypto assets
other than Bitcoin, and, if so, which ones. Alternatively, to the extent that there are none,
please revise to so clarify.
16.We note your responses to comment 3 in our letter dated August 3, 2023 and comment 4
in our letter dated December 18, 2023 stating 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, your disclosure in
Note 1 to the financial statements continues to include such reference. Please revise or
advise.
            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
cc:Tom DeNunzio

United States securities and exchange commission logo
May 17, 2024
Levi Jacobson
President, CEO, CFO, and Director
C2 Blockchain, Inc.
123 SE 3rd Avenue, #130
Miami, FL 33131
Re:C2 Blockchain, Inc.
Amendment No. 3 to
Offering Statement on Form 1-A
Filed April 26, 2024
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 March 1, 2024 letter.
Amendment No. 3 to Offering Statement on Form 1-A
General
1.On May 3, 2024, the Commission entered into an order instituting settled administrative
and cease-and-desist proceedings against BF Borgers CPA PC and its sole audit partner
Benjamin F. Borgers CPA (individually and together BF Borgers)
(https://www.sec.gov/files/litigation/admin/2024/33-11283.pdf).  The Order denies BF
Borgers the privilege of appearing or practicing before the Commission as an accountant.
As a result, BF Borgers may not participate in or perform the audit or review of financial
information included in Commission filings, issue audit reports included in Commission
filings, provide consents with respect to audit reports, or otherwise appear or practice
before the Commission. Any issuer with a pending offering statement that contains or
incorporates by reference financial information audited or reviewed by BF Borgers would
need to file a pre-effective amendment to include financial information audited or

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 May 17, 2024 Page 2
 FirstName LastNameLevi Jacobson
C2 Blockchain, Inc.
May 17, 2024
Page 2
reviewed, as applicable, by a qualified, independent accountant that is permitted to appear
or practice before the Commission.
2.In comment 2, we requested that you revise to include the title of the referenced risk factor
in your cross-references, as opposed to listing only the page number. We reissue in
part. Please further revise the risk factor cross-references on pages 2 and 20 to include the
first sentence of the corresponding risk factor heading (i.e., "Our Breakeven Analysis may
turn out to be inaccurate...").
Cover Page
3.We note your revised disclosure in response to comment 3 that the duration of the offering
shall be three years from the date of qualification pursuant to Rule 251(d)(3)(i)(F) of
Regulation A. We also note your disclosure goes on to state, "However, we may terminate
at the earlier of the date at which the maximum offering amount has been sold or the date
at which the offering is earlier terminated by the Company in its sole discretion"
(emphasis added). This sentence suggests the possibility that the offering may extend
beyond three years. Please further revise to comply with Rule 251(d)(3)(i)(F) of
Regulation A.
Glossary of Defined Terms and Industry Data, page 2
4.We note your revised disclosure in response to comment 4 and partially reissue.
Your revised glossary section appears to define the terms "Network Hash Rate" and "Hash
Rate" synonymously. However, you do not appear to use these terms synonymously
throughout your filing. For example, your disclosure in the subsection headed "Bitcoin
Mining Economics" on page 20 references an assumed Network Hash Rate of 542 EH/s in
the table headed "Network Assumptions" and an assumed Hash Rate of 140 TH/s in the
table headed "ASIC Assumptions". Please revise your glossary to differentiate between
these terms or advise otherwise.
Risk Factors, page 6
5.We note that you have removed the risk factor titled "We may not be able to compete as
cryptocurrency networks experience increases in the total network hash rate," appearing
on page 10 of the prior amendment. Please explain why this disclosure was deleted. While
we note your disclosure in the third risk factor on page 9 that "[m]anagement’s
expectation is that there will be a drop in hashrate if the price of bitcoin drops
significantly...," we also note your disclosure on page 20 that the network hash rate has
been on an upward trend (i.e., "up 17.36% recently and 97.51% from one year ago").
Alternatively, please restore this disclosure.
Management's Discussion and Analysis, page 19
6.We note your revised disclosure on page 19 in response to comment 8. Please expand
your disclosure here to include a cross-reference to the risk factors on page 7, titled

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 May 17, 2024 Page 3
 FirstName LastName
Levi Jacobson
C2 Blockchain, Inc.
May 17, 2024
Page 3
respectively "If we cannot raise sufficient funds, we will not succeed or will require
significant additional capital infusions" and "This Offering is being conducted on a 'best
efforts' basis and does not require a minimum amount to be raised...."
Bitcoin Mining Economics, page 20
7.We note your revised disclosure on page 20 in response to comment 14 that your "cost of
production does not take into account the post-halving effect resulting in only 3.125 BTC
per block reward to miners compared to 6.25 BTC prior to the halving." Under the
"Bitcoin Mining Economics" heading on page 20, you also continue to state that "[a]s of
now, the rate of new Bitcoin creation is set at 6.25 BTC per block...." In your next
amendment, please update your breakeven analysis throughout your filing to account for
the most recent Bitcoin halving on April 19, 2024, which reduced the current mining
award per block to 3.125 BTC instead of 6.25 BTC previously, as you disclose at pages 9
- 10.
            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
cc:       Tom DeNunzio

United States securities and exchange commission logo
March 1, 2024
Levi Jacobson
President, CEO, CFO and Director
C2 Blockchain, Inc.
123 SE 3rd Avenue, #130
Miami, Florida 33131
Re:C2 Blockchain, Inc.
Amendment No. 2 to
Offering Statement on Form 1-A
Filed January 26, 2024
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 December 18, 2023 letter.
Amendment No. 2 to Offering Statement on Form 1-A
General
1.We note that in response to the first bullet of comment 2, you deleted your risk factor
disclosure on page 15 that you may "diversify [your] business by mining or investing in
additional cryptocurrencies...." Additionally, we note your revised disclosure on page 20
that you "plan only to mine Bitcoin." Notwithstanding these revisions, your disclosure
continues to suggest that in future periods you may mine, hold or transact in crypto assets
other than Bitcoin. As examples only, we note that:
•Under "Company Information" on page 2, you state, "The Company’s business plan
is to concentrate on cryptocurrency mining, primarily Bitcoins, for our own account."
(Emphasis added.)
•In the penultimate paragraph on page 16, you state, "Although we do not believe any
of the cryptocurrencies [we] may own, acquire or mine are securities, there is still

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 March 1, 2024 Page 2
 FirstName LastNameLevi Jacobson
C2 Blockchain, Inc.
March 1, 2024
Page 2
some regulatory uncertainty on the subject...." (Emphasis added.)
•In the second risk factor on page 17, you state that "if any cryptocurrencies involved
in our business is determined by us, the SEC or other regulatory authorities to be a
security under the federal securities laws, it could result in interruption of our
business operations." (Emphasis added.)
•You state on page 19 that, "We cannot assure you that our planned mining operation
for bitcoin or any other digital coin will ever happen...." (Emphasis added.)

Please revise throughout to clearly and consistently discuss your intentions to mine, invest
in or transact in any crypto assets other than Bitcoin, and, if so, which ones.  Alternatively,
to the extent that there are none, please revise to so clarify.
2.We note your revisions in response to comments 5 and 8 at pages 2 and 20, respectively.
Please further revise to include the title of the risk factor in the cross-reference, as
opposed to listing only the page number.
Cover Page
3.We note your cover page disclosure that the offering will continue until the maximum
offering amount has been sold or the offering is earlier terminated. Please note that Rule
251(d)(3)(i)(F) of Regulation A allows for the offering to continue up to three years from
the date of qualification. Please revise to provide the duration of the offering, as required
by Item 501(b)(8)(iii) of Regulation S-K.
Offering Circular Summary
Glossary of Defined Terms and Industry Data, page 2
4.Please revise the glossary to include the terms "Difficulty Factor" and "Network Hash
Rate," as referenced on page 20, and clearly explain their meanings so that a reader
without specialized industry knowledge can understand them.
Business Description, page 2
5.We note revised disclosure in response to comment 6 and partially reissue the comment.
Noting your disclosure on page 2 that the total cost per day to run ten ASIC S19 XP
miners is $43.34, it is unclear how you calculated the monthly total cost to be $186.36.
Please revise or advise.
Risk Factors
The time frame to breakeven on the cost of one ASIC S19 XP mining machine..., page 6
6.We note your response to comment 8 and the added risk factor on page 6. Please revise
the heading for this risk factor to specifically reference the risks that the assumptions in
your breakeven analysis disclosure may turn out to be inaccurate. Also please tailor this
risk factor to more specifically discuss the uncertainties and factors that may ultimately
affect the accuracy of your breakeven analysis, including, without limitation, the cost of

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 March 1, 2024 Page 3
 FirstName LastNameLevi Jacobson
C2 Blockchain, Inc.
March 1, 2024
Page 3
electricity, efficiency of mining hardware and impact on mining difficulty.
The supply of Bitcoins available for mining is limited..., page 9
7.We note your revised disclosure in response to comment 9 and partially reissue the
comment. While we note that your revised disclosure discusses the relationship between
mining difficulty and the network hashrate, you have not explained the basis for your
expectation that "there will be a drop in hashrate as less efficient miners shut down,
consequently reducing competition," as previously requested. In this regard, your
expectation appears inconsistent with your risk factor disclosure on page 10 that you may
not be able to "compete as cryptocurrency networks experience increases in the total
network hash rate," and that if you are unable to timely acquire additional miners, your
"proportion of the overall network hash rate will decrease." Please cite any factual
evidence or industry reports that support your above-referenced expectation.
Management's Discussion and Analysis, page 19
8.You disclose that, "We expect the proceeds of this offering, will be sufficient for us to
implement our business plan and that no additional equity, other than the proceeds of this
offering, will need to be raised over the next six months in order to implement our
business plan." Please advise us of the basis for this expectation. Since this is a best
efforts, no minimum offering with no assurance that all or any portion of the shares
offered by you will be sold, please revise to more accurately reflect the range of possible
outcomes, including the possibility that you may not raise sufficient funds to cover your
offering expenses.
Description of Business, page 20
9.We note your revised disclosure in response to comment 13 and partially reissue. It is
unclear what you mean by your statement on page 20 that depreciation expenses are
"estimated to be 15% per year for each machine," given your disclosure that you are
depreciating mining equipment over a 2.5 year life using straight line depreciation and
have assumed no salvage value. Please revise to clarify or advise otherwise.
10.Please provide citations and dates for the data you utilize for your breakeven analysis and
disclosure under "Bitcoin Mining Economics" on page 20, including, without limitation,
for the Difficulty Factor, Hash Rate, BTC/USD Exchange Rate and Network Hash Rate
figures, as well as the recent increases in the Bitcoin Network Hash Rate that you
reference.
11.On page 20, we note your calculation under the "Hashes required to mine one Bitcoin"
subheading that the time taken for an ASIC miner (with a hash rate of 140 TH/s) to mine
one Bitcoin is approximately 1.8 years. However, there appears to be a mathematical error
in this calculation. In this regard, based upon the equation and figures presented, it appears
that the time taken for an ASIC miner to mine one Bitcoin would be approximately
11.8 years. Please advise or revise your calculation, as appropriate.

 FirstName LastNameLevi Jacobson
 Comapany NameC2 Blockchain, Inc.
 March 1, 2024 Page 4
 FirstName LastName
Levi Jacobson
C2 Blockchain, Inc.
March 1, 2024
Page 4
12.Please reconcile your disclosure under the "Bitcoin Mining Economics" subsection with
your calculations of "Earnings in BTC" at various durations, as disclosed in the tables in
the preceding subsections beginning with "Break-Even Analysis for One Antminer S-19
XP...." In this regard, your disclosure that one miner generates "Earnings in BTC" of
approximately 0.1826679 BTC over a two-year duration appears inconsistent with your
disclosure under the "Bitcoin Mining Economics" subsection that you would expect
one ASIC miner to mine one Bitcoin over a duration of 1.8 years. Please revise or advise.
13.As a related matter, to the extent that your "Earnings in BTC" over specified durations are
calculated using a different methodology than your calculations as described under the
"Bitcoin Mining Economics" subsection, please revise to clearly describe how these
"Earnings in BTC" amounts are calculated.
14.Please revise your discussion on page 20 regarding your breakeven analysis and under
"Bitcoin Mining Economics" to address the following points:
•Clarify whether your disclosures take into consideration the Bitcoin block reward
halving expected to occur in 2024;
•Discuss the potential impact of the decrease in the amount of Bitcoin rewards on your
revenues and on the economics of your mining operations; and
•Add a cross-reference to your related risk factor disclosure on page 9.
            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
cc:       Tom DeNunzio

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

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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:

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•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

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

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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.

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•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

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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.

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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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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