GBT Technologies Announced Non- Binding Offer to Acquire Two Hands Corporation; Builds on Merchant Banking Strategy as Wertheim & Company

Rhea-AI Summary

GBT Technologies (OTC:GTCH) has announced a non-binding offer to acquire Two Hands Corporation (CSE:TWOH) for US $0.00625 per share, payable in a combination of cash and GTCH shares. The proposed acquisition includes assuming all of Two Hands' outstanding debt obligations.

The strategic acquisition aligns with GBT's transformation into a merchant banking platform under the Wertheim & Company brand. Two Hands is currently transitioning into an investment holding company focused on digital markets, technology, fintech, and the Gig Economy. Two Hands recently launched a Digital Asset Treasury and Trading Desk in partnership with More Money Ltd, bringing expertise in crypto trading, blockchain, DeFi, and AI.

The transaction remains subject to definitive agreements, due diligence, regulatory approvals, and shareholder consent. Two Hands plans a shareholder meeting in November 2025 to approve its business direction change.

Positive

• Strategic expansion into digital markets, fintech, and Gig Economy sectors
• Access to crypto trading expertise through Two Hands' partnership with More Money Ltd
• Alignment with GBT's merchant banking transformation strategy
• Potential for long-term value creation through combined technology and investment platforms

Negative

• Non-binding and non-exclusive offer with no guarantee of completion
• Assumption of all Two Hands' outstanding debt obligations
• Complex transaction requiring multiple regulatory and shareholder approvals
• Uncertain final transaction structure and consideration mix between cash and shares

WEST HOLLYWOOD, Calif., Sept. 19, 2025 (GLOBE NEWSWIRE) -- GBT Technologies Inc. (OTC Pink: (GTCH) (“GBT or the “Company”) today announced that its Board of Directors has authorized a non-binding indication of interest to acquire all of the issued and outstanding shares of Two Hands Corporation (CSE: TWOH) (“Two Hands”).

The proposed offer contemplates consideration of US $0.00625 per share, payable in a to be determined combination of cash and GBT shares, in a future combination of consideration components to be determined in final negotiations between the parties. This proposal includes the assumption by GBT of all outstanding debt obligations of Two Hands.

Strategic Interest in Two Hands:

GBT management has determined that a potential acquisition of Two Hands would bring a focused menu of strategic initiatives to GBT, as disclosed in the prior July 7, 2025 Press Release by Two Hands. In that Press Release, Two Hands disclosed that it has “decided to transition into an investment holding company is seeking to invest in, support, and actively participate in the management of promising businesses—especially in digital markets, technology, fintech, and the Gig Economy.”

Within the digital markets sectors, GBT management has also taken note of an August 11, 2025 Press Release by Two Hands management announcing the “official launch of its Digital Asset Treasury and Trading Desk, where Two Hands identified More Money Ltd as a specialized private digital asset investment and advisory firm as a prospective operating partner. More Money Ltd will serve as the primary operators and strategic advisors to the trading desk of Two Hands. More Money Ltd is an arm’s length party to Two Hands, which delivers to Two Hands a seasoned team of crypto native experts with deep experience in trading, blockchain startups, DeFi and AI. The More Money Ltd team offers strategic investing, active swing trading, and analytics to achieve strong returns while maintaining sophisticated risk management.”

Two Hands Regulatory Steps for Achieving a Change of Business:

The GBT management team has taken note of the fact that Two Hands has initiated the plans and regulatory steps to convene a Shareholder meeting in November of 2025 to approve the change in business direction of Two Hands to reflect these initiatives.

This strategic re-alignment of Two Hands is consistent with the stated goal of GBT to re position into a merchant banking platform potentially using the Wertheim & Company branding.

Leadership Commentary:

Michael Murray, Chief Executive Officer of GBT Technologies, stated:

“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 & Company and represents an exciting opportunity for long-term value creation.”

Transaction Status

GBT emphasized that the indication of interest is non-binding and non-exclusive, does not constitute an offer or commitment to enter into any transaction, and is subject to the negotiation and execution of definitive agreements, satisfactory completion of due diligence, receipt of all necessary regulatory, shareholder, and third-party approvals, the filing of a registration statement with the SEC and other customary closing conditions. There can be no assurance that a definitive agreement will be reached or that the proposed transaction will be consummated on the terms contemplated or at all. The Company intends to file a Form 8-K with the Securities and Exchange Commission only upon execution of such definitive agreements, if any.

About GBT Technologies Inc

GBT Technologies, Inc. (OTC Pink: GTCH) is a development-stage company transitioning into Wertheim & Company, a global merchant banking platform. GBT seeks to leverage its existing equity holdings, including its investment in VisionWave Holdings Inc. (NASDAQ: VWAV), alongside strategic initiatives in financial services, technology, and crypto asset management.

Forward-Looking Statements

Certain statements contained in this press release may constitute “forward-looking statements”. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements because of various important factors as disclosed in our filings with the Securities and Exchange Commission at www.sec.gov. In addition to these factors, actual future performance, outcomes, and results may differ materially because of general industry and market conditions, economic conditions, governmental and public policy changes, the Company’s ability to raise capital, the successful development and acceptance of products, and the outcome of potential transactions. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release, and these views could change. The Company specifically disclaims any obligation to update forward-looking statements.

Contact:

Michael Murray, CEO

GBT Technologies, Inc.

info@gbtti.com

FAQ

What is the offer price for GBT Technologies' acquisition of Two Hands Corporation?

GBT Technologies has offered US $0.00625 per share for Two Hands Corporation, to be paid in a combination of cash and GBT shares, with the exact mix to be determined.

What are the main business areas Two Hands Corporation is focusing on?

Two Hands is transitioning into an investment holding company focusing on digital markets, technology, fintech, and the Gig Economy, with a recently launched Digital Asset Treasury and Trading Desk.

When will Two Hands shareholders vote on the business direction change?

Two Hands has scheduled a shareholder meeting in November 2025 to approve the change in business direction.

What conditions need to be met for the GTCH-TWOH acquisition to close?

The acquisition requires negotiation of definitive agreements, due diligence completion, regulatory and shareholder approvals, SEC registration statement filing, and other customary closing conditions.

Who will operate Two Hands' Digital Asset Trading Desk?

More Money Ltd, a specialized private digital asset investment and advisory firm, will serve as the primary operators and strategic advisors to Two Hands' trading desk.