Two Hands (TWOH) notifies SEC of late 10-Q; files under Rule 12b-25

Rhea-AI Filing Summary

Two Hands Corporation submitted a Form 12b-25 notifying the SEC that its Quarterly Report on Form 10-Q for the period ended March 31, 2026 could not be filed on time. The company attributes the delay to obtaining and compiling required information and states it will file the Form 10-Q no later than the fifth calendar day following the prescribed due date. The notification was signed by Emil Assentato, Chief Executive Officer, on May 15, 2026.

Insights

Compliance Officer

Routine late-filing notice under Rule 12b-25; company sets a near-term cure date.

The filing states the Form 10-Q for the quarter ended March 31, 2026 could not be completed due to delays in obtaining and compiling required information. The company invokes Rule 12b-25 and commits to filing within the permitted five-calendar-day extension for quarterly reports.

Key dependencies include internal data collection and accounting close processes; subsequent filings will show whether the delay affected reported results. Future disclosures will provide the actual Form 10-Q content and any material revisions, if applicable.

Key Figures

Quarter end: March 31, 2026 Extension period: fifth calendar day Signature date: May 15, 2026 +3 more

6 metrics

Quarter end March 31, 2026 Quarter covered by the delayed Form 10-Q

Extension period fifth calendar day Permitted extension for quarterly reports under Rule 12b-25

Signature date May 15, 2026 Date the 12b-25 notice was signed by CEO Emil Assentato

SEC File Number 000-56065 File number listed on the form

CUSIP 90187E402 CUSIP number on the form

Contact phone (516) 384-2577 Phone number for Emil Assentato listed on the form

Key Terms

Rule 12b-25, Form 10-Q, prescribed due date

3 terms

Rule 12b-25 regulatory

"could not be filed without unreasonable effort or expense; will file on or before the fifth calendar day"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

prescribed due date regulatory

"file its Form 10-Q no later than the fifth calendar day following the prescribed due date"

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
		OMB Number: 3235-0058
		Expires: September 30, 2028
		Estimated average burden hours per response ... 2.50
		SEC FILE NUMBER 000-56065  CUSIP NUMBER 90187E402

(Check one):		o Form 10-K o  Form 20-F o  Form 11-K ý Form 10-Q o  Form 10-D o  Form N-CEN o  Form N-CSR
		For Period Ended:	March 31, 2026
		o   Transition Report on Form 10-K
		o   Transition Report on Form 20-F
		o   Transition Report on Form 11-K
		o   Transition Report on Form 10-Q
		For the Transition Period Ended: _______________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

TWO HANDS CORPORATION

______________________________________________________________________________________________

Full Name of Registrant

_____________________________________________________________________________________________

Former Name if Applicable

141 Piping Rock Road

_______________________________________________________________________________________________

Address of Principal Executive Office (Street and Number)

Locust Valley, NY 11560

_______________________________________________________________________________________________

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

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☒		(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant could not complete the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 due to a delay in obtaining and compiling information required to be included in its Form 10-Q, which delay could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Form 10-Q no later than the fifth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Emil Assentato		(516)		384-2577
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).					x Yes o No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?					o Yes x No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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TWO HANDS CORPORATION

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 15, 2026	By:	/s/ Emil Assentato
			Name: Emil Assentato
			Title: Chief Executive Officer

Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001)

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FAQ

What did TWOH file with the SEC?

Two Hands Corporation filed a Form 12b-25 notifying a late quarterly report filing and citing delays compiling required information. The notice commits to filing the Form 10-Q for the period ended March 31, 2026 within the stated extension period.

When will TWOH file the delayed Form 10-Q?

The company states it will file the Form 10-Q no later than the fifth calendar day following the prescribed due date for quarterly reports, per Rule 12b-25. The notice cites process delays as the reason for the extension request.

Who signed the 12b-25 notice for TWOH?

The Form 12b-25 was signed by Emil Assentato, Chief Executive Officer, on May 15, 2026. Contact listed is Emil Assentato at (516) 384-2577 for questions about the notification.

Does the notice say the 10-Q will show material changes?

The registrant answered No when asked whether significant changes in results of operations are anticipated compared with the prior-year period. The notice therefore does not state that material operational changes are expected to appear in the delayed Form 10-Q.

What reason did TWOH give for the delay?

Two Hands Corporation stated the delay was due to obtaining and compiling information required for the Form 10-Q, and that this delay "could not be eliminated without unreasonable effort and expense." The company seeks the short extension permitted by Rule 12b-25.