Private Placement (Form 8-K)

Item 3.02 Unregistered Sale of Equity Securities

On December 4, 2025, Two Hands Corporation (the "Company") issued 200,000,000 shares of its common stock, par value $0.0001 per share (the "Shares"), to the Company's former Chief Executive Officer pursuant to a previously disclosed settlement agreement (the "Settlement Agreement").

As previously reported in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed on November 14, 2025, the Settlement Agreement provided for the issuance of an aggregate of 500,000,000 shares of the Company's common stock in full satisfaction of $1,836,000 of outstanding indebtedness owed under a promissory note. Of such shares, 300,000,000 shares were issued prior to the filing of the Form 10-Q and were disclosed in the subsequent events section of that report. The issuance of the remaining 200,000,000 shares on December 4, 2025 represents the final issuance under the Settlement Agreement.

The Shares were issued in a private transaction in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The recipient represented that he is an accredited investor and acquired the Shares for investment purposes only and not with a view to distribution. The Shares have not been registered under the Securities Act or any state securities laws and were issued with appropriate restrictive legends.

No underwriting discounts or commissions were paid in connection with the issuance.