DEF: Two Hands Corp. Sets Annual Meeting, Proposes Business Shift

Two Hands Corporation announces its 2025 Annual General Meeting to address director elections, executive compensation, auditor ratification, and a significant potential change of business.

Summary

• The Annual General Meeting (AGM) will be held in person on November 20, 2025, at 10:00 a.m. (Eastern Time) in Toronto, Canada.
• Shareholders will vote on the election of four directors: Emil Assentato, Craig Marshak, Daniel Reshef, and Matthew Stark.
• A proposal will be considered to approve a potential change of the Company's business, expanding beyond food service into cryptocurrency, fintech, intellectual property, and data center investments.
• A non-binding advisory vote on named executive officer compensation will take place.
• A non-binding advisory vote on the frequency (annual, biennial, or triennial) of future executive compensation votes will be held, with the Board recommending an annual frequency.
• Shareholders will ratify the selection of Sadler Gibb Certified Public Accountants as the independent registered public accounting firm for the year ended December 31, 2025.
• The record date for shareholders entitled to vote at the Meeting is October 14, 2025.
• Proxies must be received by Endeavor Trust Corporation by November 17, 2025, at 11:59 p.m. (Eastern Time).

Sentiment

Score: 6

Explanation: The filing outlines standard annual meeting proposals and a significant strategic pivot. The proactive inclusion of advisory votes on executive compensation is positive for governance, and the proposed business change offers potential for growth. However, the lack of executive compensation, absence of dedicated compensation/nominating committees, and the inherent risks of a major business shift introduce uncertainty.

Positives

• The Company is proactively addressing corporate governance by including non-binding advisory votes on executive compensation and its frequency, even without current compensation, aligning with best practices.
• The Board's recommendation for annual 'say-on-pay' votes demonstrates a commitment to regular shareholder engagement on executive compensation.
• The proposed potential change of business offers strategic flexibility and diversification into high-growth sectors such as cryptocurrency, fintech, intellectual property, and data centers.
• The board nominees bring diverse and extensive experience in finance, investment banking, and pharmaceutical development.

Negatives

• No executive officers have received compensation from the Company as of the proxy statement date, indicating an early stage of operational maturity or a lack of established compensation structures.
• The Company currently lacks separate compensation and nominating committees, with the full Board handling these responsibilities, citing company size and maturity.
• The potential change of business is subject to conditional approval from the Canadian Securities Exchange (CSE) and may not proceed as described or at all, introducing uncertainty.
• Emil Assentato, the Chief Executive Officer, serves as the chair of the Audit Committee and is identified as an 'audit committee financial expert' but is not independent, which is a governance concern under NYSE rules, though it meets CSE majority independence requirements.

Risks

• The proposed change of business is subject to conditional approval from the Canadian Securities Exchange (CSE), and there is a risk that the information concerning the change may be altered or that the CSE may not approve it on the terms described or at all.
• Even if CSE approval is not obtained or shareholder approval is not received, the Board may still pursue the change of business, which could negatively impact the Company's standing with the CSE.
• A strategic pivot from the food service business to cryptocurrency, fintech, intellectual property, and data centers represents a significant shift with inherent risks associated with new, potentially volatile, and highly regulated industries.
• The absence of established compensation policies and formal employment agreements for executive officers introduces uncertainty regarding future operational costs and management retention.

Future Outlook

The Company is currently in the food service business with ongoing expansion plans. It proposes a potential change of business to leverage opportunities in cryptocurrency and digital asset-related enterprises, fintech ventures, intellectual property acquisition and exploitation, and data center space/hardware investments. The Board intends to establish formal policies for executive compensation and enter into employment agreements at a later date.

Management Comments

• "The Company believes that, due to the Company's size and maturity, separate compensation and nominating committees are not necessary at this time, but the Company and the Board will revisit this structure in the future as needed."
• "The Board believes that an advisory vote on executive compensation every year is the most appropriate policy for the Company at this time, and recommends Shareholders vote for future non-binding advisory votes on named executive officer compensation to occur every year."

Industry Context

The proposed change of business signals a strategic pivot from the traditional food service industry towards emerging and high-growth sectors such as cryptocurrency, fintech, and data centers. This aligns with a broader market trend of companies seeking diversification and opportunities in digital transformation and blockchain technologies. This move could position the company in industries with higher growth potential but also increased volatility and regulatory scrutiny compared to its current operations.

Comparison to Industry Standards

• The Company's current lack of separate compensation and nominating committees, with the full Board handling these functions, is common for smaller, less mature companies but deviates from best practices for larger, more established public companies, which typically have independent committees.
• The inclusion of non-binding 'say-on-pay' and 'say-on-frequency' votes, even without current executive compensation, aligns with good corporate governance practices mandated for larger public companies under Section 14A of the Exchange Act, demonstrating a proactive approach to shareholder engagement.
• The proposed diversification into cryptocurrency, fintech, and data centers is a significant strategic shift, comparable to other companies that have pivoted to capitalize on digital asset trends, such as MicroStrategy's move into Bitcoin treasury operations or various tech companies investing in data infrastructure.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings against the Company, director nominees, executive officers, or shareholders of more than 5% of the Company's voting shares are mentioned.
• No nominees have been subject to cease trade orders, bankruptcies, or other significant legal or regulatory issues in the last 10 years, with no exceptions noted.

Related Party Transactions

• Emil Assentato, Chief Executive Officer and Director, beneficially owns 1,200,000,000 Common Shares issuable upon the conversion of a convertible note at a conversion price of $0.0001 per share. This represents a transaction between the company and a key executive.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key governance matters, including director elections, executive compensation, and a significant strategic business change. The proposed business change could significantly alter the company's risk profile and growth trajectory.
• Management and executives may see the formalization of compensation policies and employment agreements in the future, providing clearer incentives and structures.
• The proposed change in business could lead to shifts in operational focus and staffing needs, potentially impacting employees.
• The convertible note held by Emil Assentato indicates existing debt, and a major business change could influence the company's credit profile and relationships with creditors.

Next Steps

• Shareholders are to vote on director elections, the proposed change of business, executive compensation, and auditor ratification at the Annual General Meeting on November 20, 2025.
• The Company will await conditional approval from the Canadian Securities Exchange (CSE) for the proposed change of business and satisfy any associated conditions.
• The Board intends to establish policies to determine executive officer compensation and enter into formal employment or consulting agreements at a later date.
• The Board will revisit the structure of compensation and nominating committees in the future as needed.
• Shareholders can submit proposals for the 2026 Annual Meeting by June 19, 2026.

Key Dates

Recommendation

The company is proposing a significant strategic pivot from food service to potentially high-growth but also high-risk sectors like crypto and fintech. While this diversification could unlock new value, the transition involves substantial uncertainty, regulatory hurdles, and execution risk. The current lack of executive compensation and formal employment agreements, along with the absence of dedicated compensation and nominating committees, suggests an early stage of corporate development. Investors should hold to observe the outcome of the proposed business change, the formalization of executive compensation, and the company's ability to execute on its new strategic direction before making further investment decisions.

Keywords

Two Hands Corporation, SEC filing, DEF 14A, proxy statement, annual meeting, corporate governance, director election, executive compensation, change of business, cryptocurrency, fintech, data center, audit committee, shareholder vote, CSE, NUKK