M&A - Two Hands Corp

Form Type: DEF 14A

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000126246325000065

Filing Summary: On March 31, 2025, a special meeting of shareholders for Two Hands Corporation is to be held to address several key proposals, including the ratification of a change of control due to the issuance of 3 billion shares to Emil Assentato, which has resulted in him owning approximately 54.9% of the company. The shareholders will also vote on a proposed name change for the company, seeking to authorize the board of directors to approve a new name without needing further approval. Additionally, there will be a proposal to consolidate the issued and outstanding common shares on a ratio of 1 post-consolidation share for every 20,000 existing shares. The record date for voting rights was set for February 21, 2025, with a total of 5,469,037,729 shares outstanding. The change of control and consolidation proposals are aimed at ensuring compliance with Canadian Securities Exchange listing policies, essential for the company to lift a trading halt imposed by FINRA.

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Form Type: PRE 14A

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000126246325000057

Filing Summary: This proxy statement pertains to a special meeting of the shareholders of Two Hands Corporation scheduled for March 31, 2025. Key proposals include the ratification of a change of control due to the issuance of 3,000,000,000 common shares to Emil Assentato in exchange for the conversion of $300,000 in convertible promissory notes. This issuance results in Mr. Assentato holding approximately 54.9% of the company's shares, necessitating shareholder approval to comply with Canadian Securities Exchange (CSE) policies. The proposals also include a name change for the company and a consolidation of the shares on a 1-for-20,000 basis, aimed at aligning the share capital with market conditions. The board believes these changes are in the best interests of shareholders, as failure to approve could hinder compliance and trading of the company's shares. The record date for entitlement to vote is February 21, 2025, with 5,469,037,729 shares outstanding at that time.

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