Executive Summary / Key Takeaways

• Hammer Technology Holdings Corp. (HMMR) is undergoing a profound strategic transformation, divesting its legacy telecommunications assets to exclusively focus on its HammerPay mobile payments platform, targeting digital commerce and remittances in developing and emerging markets.
• HammerPay's core investment thesis rests on its proprietary technology, including embedded compliance infrastructure, a merchant-specific card model, and a scalable white-label platform, which aim to provide secure and efficient digital financial services.
• The company reported no revenue from continuing operations for the fiscal year ended July 31, 2025, alongside a net loss of $4.43 million, reflecting its transition phase and significant intangible asset impairment.
• Recent financial maneuvers, including a $2.68 million debt-to-equity conversion and subsequent related-party debt forgiveness, are critical to improving liquidity and supporting future growth, though substantial doubt about the company's ability to continue as a going concern persists.
• HMMR faces intense competition from established fintech players and BaaS providers, necessitating successful execution of its B2B2C model and continued investment in platform certification and international licensing to expand its market position.

A Strategic Metamorphosis: Hammer Technology's Fintech Pivot

Hammer Technology Holdings Corp. (OTCPink: HMMR) stands at a pivotal juncture, having strategically shed its diverse telecommunications ventures to concentrate entirely on the burgeoning financial services technology sector. This transformation positions HMMR as a focused player in digital payments, particularly through its HammerPay mobile payments platform. The company's journey, from its origins in mineral exploration to a diversified telecom provider, and now to a fintech innovator, underscores a dynamic, albeit challenging, evolution. This strategic pivot aims to capitalize on the increasing demand for digital commerce, remittances, and neo-banking solutions, especially in underserved developing and emerging markets.

The global digital payments landscape is characterized by rapid technological advancements and evolving regulatory standards, creating both immense opportunities and formidable competitive pressures. HMMR's strategy is to carve out a significant niche by leveraging its proprietary technology and compliance-driven approach. The company's overarching goal is to deliver "Swift, Safe and Secure encrypted remittances and banking transactions" through its mobile-first platform, a critical offering in markets where traditional banking infrastructure may be limited.

HammerPay: Technology at the Core of Digital Commerce

At the heart of HMMR's investment thesis is HammerPay, a scalable, mobile-first financial services technology platform. This advanced digital wallet and neo-banking system is engineered for global deployment, with a particular emphasis on developing and emerging markets. HammerPay's technological differentiation is foundational to its competitive strategy.

The platform boasts a proprietary compliance infrastructure, embedding OFAC, EU, and UN sanctions screening, along with AML/KYC validation, directly into its onboarding workflow. This rigorous, built-in compliance is a significant advantage, streamlining regulatory adherence and fostering trust in a highly regulated industry. Furthermore, HammerPay utilizes a merchant-specific card model, issuing value-restricted prepaid cards. This design eliminates cash-out risk and ensures transparent fund-tracking, offering a tangible benefit in security and accountability for both consumers and merchants. The integrated fintech stack, managed through proprietary APIs and a security-controlled settlement architecture, unifies issuing, acquiring, and digital-wallet capabilities. This comprehensive integration enhances operational efficiency and provides a seamless user experience. Finally, HammerPay operates as a scalable white-label platform, enabling rapid deployment under partner brands, which is crucial for expansion across African markets and diaspora payment channels. This white-label capability allows for quicker market penetration and reduced customer acquisition costs by leveraging existing brand trust.

These technological advantages collectively contribute to HMMR's competitive moat. The proprietary compliance and security features can attract users and partners in markets with high regulatory scrutiny or fraud concerns. The integrated stack and white-label model offer a pathway to higher average selling prices (ASPs) and potentially better margins by providing a comprehensive, customizable solution. For investors, these differentiators suggest a strategic positioning that could lead to sustainable growth and market share capture in its targeted segments, provided successful execution.

The Journey to Fintech Focus

HMMR's current strategic direction is the culmination of a multi-year transformation. Initially incorporated in 2010 as Recursos Montana S.A. for mineral exploration, the company underwent several iterations, including a brief foray into smart lithium-ion batteries. A significant shift occurred in 2016 with the acquisition of Hammer Fiber Optics Investments, Ltd., leading to a focus on telecommunications and the adoption of the HMMR ticker. This period saw the acquisition of 1stPoint Communications and its subsidiaries, expanding its telecom footprint with CLEC licenses and data center operations.

However, the company began a deliberate divestiture from its telecom assets, starting with the discontinuation of Open Data Centers LLC in 2020 and Hammer Wireless SL Limited in 2023. The decisive move came with the Purchase Agreement with Viper Networks, Inc. (VPER), which closed on November 1, 2024. This transaction involved selling 1st Point Communications LCC and its subsidiaries, American Networks Inc., and a 10% interest in Wikibuli Inc., in exchange for 2.50 million shares of HMMR common stock valued at $0.25 per share. This divestiture, which generated a $1.66 million gain on disposal of subsidiaries, was explicitly undertaken to "concentrate its efforts on its fintech initiatives." The company's name change to Hammer Technology Holdings Corp., effective September 3, 2025, further solidified this strategic pivot.

Financial Performance: A Pivotal Year of Transition

The fiscal year ended July 31, 2025, reflects HMMR's deep transition, with its financial performance highlighting both the challenges and strategic adjustments. The company reported no revenues from continuing operations, a 100% decrease from $420 in the prior year. This absence of revenue is directly attributable to the HammerPay mobile payments platform not yet having launched and generating income.

Total operating expenses for continuing operations surged by approximately $2.01 million, or 143%, to $3.41 million in 2025. This substantial increase was primarily driven by a $1.89 million intangible asset impairment. This impairment was recognized "due to uncertainty regarding our ability to accurately project future earnings and positive cash flows related to our customer contract intangible asset," which was fully impaired as of July 31, 2025. Selling, general, and administrative expenses also rose by $113,895, or 16%, primarily due to increases in professional and corporate/IT expenses. The net loss from continuing operations widened significantly to $4.43 million in 2025, compared to $1.47 million in 2024, largely due to the intangible asset impairment and a $1.02 million increase in total other expenses, which included a $974,836 loss on conversion of debt. While continuing operations showed a loss, the company recorded a net income from discontinued operations of $1.63 million, bolstered by the $1.66 million gain from the Viper Sale.

Liquidity and Capital Strategy: Fueling the Future

HMMR's liquidity and capital resources remain a critical focus, particularly given its growth-stage status and historical losses. As of July 31, 2025, the company held $18,054 in cash and cash equivalents, an increase from $0 in the prior year. The working capital deficit improved substantially to $858,359 from $3.79 million, primarily due to the Viper Sale and the resulting reduction in current liabilities from discontinued operations.

Historically, HMMR has relied on debt from related parties to finance its operations. A significant development in this area was the elimination of $2.68 million in debt through a strategic debt-to-equity exchange with Caban Global Reach Private Equity LP (CGRPE) on May 25, 2025. This transaction involved issuing 10.15 million shares of common stock at a conversion price of $0.26 per share, though it resulted in a "loss on conversion of $974,836." Subsequent to the fiscal year end, between August 1, 2025, and October 23, 2025, the company received an additional $150,000 in proceeds from a promissory note agreement with CGRPE, and $61,800 in related-party convertible notes were forgiven.

Despite these efforts to bolster its financial position, "substantial doubt about the entity’s ability to continue as a going concern" persists, as highlighted by both management and the independent auditors. The company's continuation is dependent on increasing revenues, controlling operating expenses, and securing additional debt or equity capital. Any future equity financing could lead to substantial dilution for existing stockholders.

Competitive Arena: Carving a Niche in Digital Payments

HammerPay operates within the highly competitive digital payments and prepaid merchant-card industry. Its key competitors include established players like Payoneer , Wise (formerly TransferWise), Stripe Treasury, Marqeta (MQ), and other Banking-as-a-Service (BaaS) infrastructure providers. These larger competitors often possess "broader global brand recognition and established regulatory footprints," posing significant challenges for HMMR.

HMMR's competitive strategy centers on its differentiated technology and B2B2C delivery model. Its proprietary compliance infrastructure, including embedded OFAC, EU, and UN sanctions screening, offers a distinct advantage in navigating complex regulatory environments, particularly in emerging markets. The merchant-specific card model, designed to eliminate cash-out risk and ensure transparent fund-tracking, provides a unique value proposition compared to more generalized payment solutions. Furthermore, HammerPay's integrated fintech stack and scalable white-label platform enable rapid deployment and customization for partners, supporting expansion across African markets and diaspora payment channels.

While larger rivals like Payoneer (PAYO) and Wise (WISE) benefit from extensive networks and greater financial resources, HMMR's focused approach on compliance rigor and its B2B2C model create "sustainable competitive advantages and long-term scalability" in specific digital payments sectors. The company's ability to attract and retain users will depend on its capacity to leverage these technological strengths to offer superior security, transparency, and localized solutions, thereby offsetting the broader reach of its competitors.

Risks and the Path Ahead

HMMR's investment narrative is accompanied by significant risks that warrant careful consideration. The most pressing is the "substantial doubt about the entity’s ability to continue as a going concern," stemming from consistent losses, negative cash flow from operations, and a working capital deficiency. The success of HammerPay is contingent on its ability to develop and expand its markets, which are characterized by "rapidly changing technologies, evolving industry or regulatory standards and new product introductions." Failure to successfully introduce new products or compete with emerging technologies could severely impact its operations.

Competition from a diverse array of providers, including traditional banks, payment services, digital currencies, and other fintech platforms, poses a continuous threat. A decline in customer confidence, or a privacy breach involving sensitive customer information, could severely damage HMMR's reputation and financial health. Furthermore, the company has identified a material weakness in its internal controls due to staffing limitations, which could affect its ability to accurately report financial data. The ongoing need for additional financing also presents a risk of "substantial dilution to our then existing stockholders."

Management's plan to address these challenges involves generating positive cash flow from the expansion of its fintech initiatives, increasing revenues, controlling operating expenses, and securing additional capital through debt or equity financing. The company is actively investing in platform certification, user acquisition, and international licensing to expand its market position.

Conclusion

Hammer Technology Holdings Corp. is embarking on a high-stakes transformation, betting its future on the HammerPay mobile payments platform and the vast opportunities within the digital financial services sector. The strategic divestiture of its telecom assets and recent debt restructuring efforts underscore a clear commitment to this new direction, aiming to unlock shareholder value through focused innovation. HammerPay's proprietary technology, particularly its robust compliance infrastructure and merchant-specific card model, offers a compelling value proposition in a competitive landscape.

However, the company's ability to translate this technological promise into sustainable financial performance remains the paramount challenge. The absence of revenue from continuing operations and persistent losses highlight the critical need for successful platform launch and rapid user adoption. While the company possesses unique competitive advantages in its niche, overcoming the scale and brand recognition of established rivals, alongside addressing its going concern warning and internal control weaknesses, will be crucial. For investors, HMMR represents a speculative opportunity in a transformative fintech play, where successful execution of its strategic roadmap and effective capital management will be the ultimate determinants of its long-term viability and growth.