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
 Levi Jacobson
FirstName   LastNameLevi Jacobson
C2 Blockchain,  Inc.
Comapany
August      NameC2 Blockchain, Inc.
        3, 2023
August
Page 2 3, 2023 Page 2
FirstName LastName
         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.
 Levi Jacobson
FirstName   LastNameLevi Jacobson
C2 Blockchain,  Inc.
Comapany
August      NameC2 Blockchain, Inc.
        3, 2023
August
Page 3 3, 2023 Page 3
FirstName LastName
                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
 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
FirstName LastNameLevi Jacobson
       intend to mine, invest in or transact in crypto assets that are based on
proof-of-work or
Comapany    NameC2 Blockchain,
       proof-of-stake,              Inc.
                        respectively, and discuss the implications of any
differences between the
Augusttwo   strategies
        3, 2023  Page 4on your capital expenditures.
FirstName LastName
 Levi Jacobson
FirstName   LastNameLevi Jacobson
C2 Blockchain,  Inc.
Comapany
August      NameC2 Blockchain, Inc.
        3, 2023
August
Page 5 3, 2023 Page 5
FirstName LastName
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
 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.



FirstName LastNameLevi Jacobson                                Sincerely,
Comapany NameC2 Blockchain, Inc.
                                                               Division of
Corporation Finance
August 3, 2023 Page 6                                          Office of Crypto
Assets
FirstName LastName