DEF: Two Hands Corporation to Hold Special Meeting to Ratify Change of Control, Approve Name Change and Share Consolidation

Two Hands Corporation is holding a special meeting on March 31, 2025, to seek shareholder approval for the ratification of a change of control, a name change, and a share consolidation.

Summary

• Two Hands Corporation will hold a special meeting of stockholders on March 31, 2025, to vote on several proposals.
• The first proposal is to ratify the issuance of 3,000,000,000 common shares to Emil Assentato in exchange for US$300,000 in convertible promissory notes, which resulted in a change of control.
• The second proposal is to approve a name change for the company, subject to regulatory approval.
• The third proposal is to authorize a share consolidation at a ratio of one post-consolidation share for every twenty thousand pre-consolidation shares, subject to board adjustment.
• The record date for determining shareholders eligible to vote is February 21, 2025.
• The Board of Directors recommends voting in favor of all proposals.

Sentiment

Score: 4

Explanation: The document outlines significant corporate actions, including a change of control and potential share consolidation, which introduces uncertainty. The company's designation as an inactive issuer and the need to ratify past actions contribute to a neutral to slightly negative sentiment.

Positives

• The ratification of the change of control could lead to the lifting of a trading halt on the company's stock.
• The proposed share consolidation aims to align the company's share capital with its financial valuation and market conditions.
• The proposed name change provides flexibility for the company to rebrand in the future.
• The change of control transaction allowed the Company to discharge approximately $605,000 of indebtedness without reducing cash.

Negatives

• If the Change of Control Ratification Proposal is not approved, the company may not regain compliance with CSE Listing Policies and FINRA's trading halt may not be lifted.
• The share consolidation may result in some shareholders losing their equity interest in the company due to fractional share rounding.
• The company has no active business or any definitive plans to enter a business as of the date of the proxy statement.

Risks

• Failure to approve the Change of Control Ratification Proposal may prevent the company from regaining compliance with CSE Listing Policies and could result in a continued trading halt.
• The share consolidation could negatively impact shareholders with small holdings due to the rounding down of fractional shares.
• The company's stock price may continue to be volatile, and there is no assurance that stockholders will be able to dispose of their shares at favorable prices.
• The company is designated by the CSE as an inactive issuer until such time as the legacy business is resumed or a new business is initiated.

Future Outlook

The company intends to allocate resources and focus on new business opportunities in the artisan crafted denim and premium combed Pima cotton yarns space, but has no active business or any definitive plans to enter a business as of the date of the proxy statement.

Management Comments

• The Board of Directors believes that the Change of Control Ratification Proposal, the Name Change Proposal, and the Consolidation Proposal are in the best interests of the Company and our stockholders and unanimously recommends that its stockholders vote FOR each of the proposals.

Industry Context

The document does not provide enough information to assess the announcement's relation to broader industry trends or competitors.

Management Changes

Related Party Transactions

• The issuance of 3,000,000,000 shares to Emil Assentato in exchange for US$300,000 in convertible promissory notes is a related party transaction.

Stakeholder Impact

• Shareholders are impacted by the proposed change of control ratification, name change, and share consolidation.
• Employees may be affected by the company's shift in business focus.
• The company's relationships with suppliers and customers may be impacted by the change in business direction.

Next Steps

• Shareholders need to vote on the proposals by the specified deadline.
• The company will notify the CSE and FINRA of the outcome of the vote.
• The Board will determine if and when to implement the name change and share consolidation, if approved.

Key Dates