Two Hands receives acquisition offer from GBT Tech

Executive Summary

• GBT Technologies Inc. has authorized a non-binding indication of interest to acquire all issued and outstanding shares of Two Hands Corp.
• The proposed transaction values Two Hands at 0.625 U.S. cents per share, payable via a mix of cash and GBT shares, with GBT assuming all of Two Hands' outstanding debt.
• The acquisition aligns with GBT’s strategic transition into a merchant banking platform under the Wertheim & Co. branding, leveraging Two Hands' recent pivot into an investment holding company focused on digital markets, fintech, and crypto assets.

Key Details

• Transaction Structure: Non-binding indication of interest to acquire 100% of Two Hands Corp.
• Consideration: 0.625 U.S. cents per share.
• Payment Method: To-be-determined combination of cash and GBT shares.
• Debt Assumption: GBT will assume all outstanding debt obligations of Two Hands.
• Strategic Rationale: GBT aims to reposition into a merchant banking platform using the Wertheim & Co. branding. The acquisition incorporates Two Hands' new business initiatives, including its transition to an investment holding company.
• Target Company Profile: Two Hands is transitioning into an investment holding company seeking to invest in and manage businesses in digital markets, technology, fintech, and the gig economy.
• Digital Asset Operations: Two Hands recently launched a digital asset treasury and trading desk, partnering with More Money Ltd. (an arm's-length party) as a specialized private digital asset investment and advisory firm. More Money provides crypto-native expertise in trading, blockchain startups, DeFi, and AI.
• Regulatory Timeline: Two Hands has initiated plans to convene a shareholder meeting in November 2025 to approve the change in business direction.
• Transaction Status: The offer is non-binding and non-exclusive. It is subject to definitive agreements, due diligence, regulatory/shareholder approvals, SEC registration statement filing, and other customary closing conditions.
• SEC Filing: GBT intends to file a Form 8-K only upon the execution of definitive agreements.

Notable Quotes

• "We believe that the addition of Two Hands' new business initiatives to GBT's existing technology and investment platforms could accelerate the future development plans of GBT. This potential combination supports our broader transition to Wertheim & Co. and represents an exciting opportunity for long-term value creation." — Michael Murray, CEO of GBT Technologies