Two Hands Corp (TWOH)

[Slojab]

That proposal may be shot down.

How many votes do I have at the Special Meeting?

Our stockholders are entitled to one vote on each Proposal at the Special Meeting for each share of the Company’s common stock held of record as of February 21, 2025, the record date for the Special Meeting.

Why should I vote for each of the proposals?

The Company’s Board believes the stockholders should approve the Consolidation Proposal so that the Company can consolidate its issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for every twenty thousand (20,000) existing Common Shares, subject to adjustment as may be determined by the Board, which the Company believes will more closely align the issued and outstanding share capital of the Company with its current financial valuation and market conditions.

In reaching its conclusion and recommendation, the Board considered, among others, the following factors: (i) information concerning the financial condition, results of operations, business plans and prospects of the Company; and (ii) the advice and assistance of the Company’s management in evaluating the Consolidation. The Board believes that due to market conditions that have made it challenging to raise capital, the Consolidation is necessary to provide a share structure that will better attract capital financing and enhance future growth opportunities


The Consolidation Ratio will be the same for all Common Shares. As a result of the proposed size of the Consolidation, the change in the number of issued and outstanding Common Shares may materially affect any Shareholder’s percentage ownership in the Company (and in fact may reduce such Shareholder’s ownership to zero). In addition, the Consolidation may materially affect any Shareholder’s proportionate voting rights (as the effect of such Consolidation may reduce such Shareholder’s ownership to zero). Each Consolidated Share outstanding after the Consolidation will have the same rights and privileges as the Existing Shares.

The principal effect of the Consolidation will be that the number of Common Shares issued and outstanding will be reduced from 5,469,037,729 Existing Shares as of February 26, 2025, to approximately 273,451 Consolidated Shares (assuming that the maximum Consolidation Ratio of twenty thousand (20,000) to one (1) is implemented by the Board). The implementation of the Consolidation would not affect the total Shareholders’ equity of the Company or any components of Shareholders’ equity as reflected on the Company’s financial statements, except to change the number of issued and outstanding Common Shares to reflect the Consolidation.

How do the Company’s insiders intend to vote their shares?

The Consolidation Proposal must be approved by not less than 66?% of the votes cast by shareholders who vote in connection with the proposal, and it must also be approved by a simple majority of the votes cast by the shareholders present in person or represented by proxy and ?entitled to vote at the meeting, excluding the Common Shares held or controlled by Mr. Assentato.