HAMMER TECHNOLOGY HOLDINGS CORP.

Hammer Technology Holdings Corp. operates in the digital payments and prepaid merchant-card industry through its HammerPay platform, competing with both traditional payment processors and emerging fintech platforms. The markets for the company's products and services are characterized by rapidly changing technologies, evolving industry or regulatory standards and new product introductions. The company's success is dependent on the successful introduction of new products and services, or upgrades of current products and services, and its ability to compete with new technologies. Key structural forces shaping competition include government regulations and laws, global economic downturns, market declines, financial disruptions, competition from various providers including banks, payment services, digital currencies, and emerging technologies, customer confidence in consumer money transfer and payment service providers, and the ability to maintain agent or business relationships under acceptable terms including challenges from compliance costs, banking access issues, or non-compliance by agents or subagents.

HammerPay competes with both traditional payment processors and emerging fintech platforms. Key competitors include Payoneer, Wise (formerly TransferWise), Stripe Treasury, Marqeta, and other Banking-as-a-Service (BaaS) infrastructure providers. The company's competitive strengths include proprietary compliance infrastructure with embedded OFAC, EU, and UN sanctions screening and AML/KYC validation directly within HammerPay's onboarding workflow; a merchant-specific card model featuring value-restricted prepaid cards that eliminate cash-out risk and ensure transparent fund-tracking; an integrated fintech stack with unified issuing, acquiring, and digital-wallet capabilities managed through proprietary APIs and security-controlled settlement architecture; and a scalable white-label platform enabling rapid deployment under partner brands, supporting expansion across African markets and diaspora payment channels. Competitive challenges include that larger competitors have broader global brand recognition and established regulatory footprints, and as a growth-stage fintech, the company continues to invest in platform certification, user acquisition, and international licensing to expand its market position. The company's proprietary infrastructure, regulatory compliance rigor, and B2B2C delivery model create sustainable competitive advantages and long-term scalability in the digital payments sector.

Hammer Technology Holdings Corp. is a company focused on sustainable shareholder value investing in financial services technology. The company's financial technologies business is focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring Swift, Safe and Secure encrypted remittances and banking transactions. HammerPay is a scalable, mobile-first financial services technology platform featuring an advanced digital wallet and neo-banking system, designed for global deployment in both developed and emerging markets. The company operates in one operating segment, and therefore one reportable segment, focused on providing digital stored value technology via its HammerPay mobile payments platform. The company's Chief Executive Officer is the Chief Operating Decision Maker, and the CODM manages the company's business activities as a single operating and reportable segment at the consolidated level, using consolidated net loss from continuing operations to allocate resources and assess performance. As of July 31, 2026, the company had one wholly-owned active subsidiary, Hammerpay USA Ltd., and three wholly-owned inactive subsidiaries: Hammer Fiber Optics Investment Ltd., Hammer Wireless (SL) Limited, and Open Data Centers, LLC.

The company owns and controls a portfolio of proprietary intellectual property assets developed to support its digital-payments division, HammerPay. These include a software codebase and APIs comprising proprietary source code, database architecture, and middleware connecting prepaid merchant cards, digital wallets, and real-time settlement engines; digital platform design featuring custom integrations for merchant onboarding, sanctions screening, and KYC/AML verification workflows built into HammerPay's cloud-based system; user experience and interface assets including original design layouts, workflow sequences, and customer-interaction modules unique to HammerPay's compliance-driven ecosystem; trademarks and brand assets with trademark registration filings for the HammerPay and Hammer Technology Holdings brands in progress in the U.S. and select international markets; and process IP comprising proprietary business processes for prepaid merchant card issuance, third-party reseller management, and merchant revenue-sharing models forming the foundation of HammerPay's commercial advantage. All intellectual property is owned by the company and maintained through a structured IP protection program covering copyrights, confidentiality agreements, and data-security protocols.

The company's intangible assets, composed of software and customer contracts, were obtained through the company's January 2022 acquisition of Telecom Financial Services, Ltd. (TFS), as well as capitalized internal software development costs. A valuation specialist was contracted to determine a purchase price allocation for the $4,250,000 ¹ paid for TFS. Ultimately, it was determined that the software is valued at approximately $387,843 ² and the customer contract at approximately $3,862,657 ³. The company also capitalized internal software costs of $230,961 ⁴. These assets have useful lives of between 5 and 7 years ⁵ and are amortized on a straight-line basis. Due to uncertainty regarding the company's ability to accurately project future earnings and positive cash flows related to its customer contract intangible asset, the company fully impaired the customer contract asset as of July 31, 2025. As a result, the company recognized a loss from the impairment of intangible assets of $1,888,242 ⁶ for the year ended July 31, 2025. As of July 31, 2026, the remaining intangible assets consist of the software assets, with a net carrying value of $91,948 ⁷, which are being amortized on a straight-line basis. Amortization expense was $123,762 ⁸ for the year ended July 31, 2026.

On August 7, 2024, the company authorized and executed a Purchase Agreement with Viper Networks, Inc. to sell the company's telecommunications assets to Viper. The assets include 1st Point Communications LLC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10% ⁹ ownership interest in Wikibuli Inc. Viper acquired these assets in exchange for receiving back 2,500,000 (2.5 million) ¹⁰ shares of the company's common stock. The transaction closed on November 1, 2024. The returned shares had a value of $0.25 ¹¹ per share on November 1, 2024 resulting in a total consideration value of $625,000 ¹². With the divestiture of the telecommunications assets, the company has begun to concentrate its efforts on its fintech initiatives. Effective on September 3, 2025, the company amended its Articles of Incorporation with the State of Nevada to effect a change of the company's name from "Hammer Fiber Optics Holdings Corp." to "Hammer Technology Holdings Corp." On May 24, 2025, the company entered into an Assignment and Assumption Agreement with Michael Sevell and Caban Global Reach Private Equity LP (CGRPE), a Delaware limited partnership. Under this agreement, Mr. Sevell assigned to CGRPE a convertible note previously issued by the company in the principal amount of $2,680,798.50 ¹³. On May 25, 2025, the company and CGRPE executed a Debt Exchange Agreement pursuant to which the full principal amount of the Loan was exchanged for 10,154,542 ¹⁴ shares of common stock of the company, at a per-share conversion price of $0.264 ¹⁵. As of the filing of this Form 10-K, 10,154,542 ¹⁶ shares of common stock have been issued.

Net revenues for the year ended July 31, 2026 and 2025 were $0 ¹⁷. The company did not generate any revenues during the year ended July 31, 2026 as its mobile payments platform had not yet launched. During the year ended July 31, 2026, the company incurred total operating expenses of $568,390 ¹⁸ compared with $3,408,574 ¹⁹, a decrease of $2,840,184 ²⁰ or 83% ²¹, for the comparable period ended July 31, 2025. The decrease in operating expenses is primarily the result of the intangible asset impairment of $1,888,242 ²² during the year ended July 31, 2025, which did not recur in the current year. The company had a decrease in selling, general and administrative expense of $398,501 ²³ or 47% ²⁴ for the year ended July 31, 2026 compared to the year ended July 31, 2025. The company recorded depreciation and amortization expenses of $124,282 ²⁵ and $677,723 ²⁶ during the years ended July 31, 2026 and 2025, respectively. During the year ended July 31, 2026, the company recorded total other income of $43,381 ²⁷, consisting primarily of a gain on change in fair value of warrant liability of $61,055 ²⁸, offset by interest expense of $17,674 ²⁹. During the year ended July 31, 2025 the company incurred total other expense of $1,021,336 ³⁰ primarily consisting of loss on conversion of debt of $974,836 ³¹, loss on change in fair value of warrant liability of $45,000 ³² and interest expense of $1,500 ³³. During the year ended July 31, 2026 the company recorded a net loss from continuing operations of $525,009 ³⁴, compared to a net loss from continuing operations of $4,429,910 ³⁵ for the year ended July 31, 2025.

The company's growth strategy centers on its fintech initiatives, specifically the HammerPay mobile payments platform, which had not yet launched as of July 31, 2026. The company plans to generate positive cash flow from the expansion of its fintech initiatives, such as its mobile payments platform. The company may also choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from affiliates or other arrangements. The company's future capital requirements for its operations will depend on many factors, including the profitability of its businesses, and the costs of expending its operations. The company will continue to rely on equity sales of its common shares in order to continue to fund business operations. Issuances of additional shares may result in dilution to existing stockholders. There is no assurance that the company will achieve any additional sales of equity securities or arrange for debt or other financing in amounts sufficient to fund its operations and other development activities.

The company's HammerPay platform is designed for global deployment in both developed and emerging markets, with a focus on enabling digital commerce between consumers and branded merchants across the developing world. The platform features an advanced digital wallet and neo-banking system. The company's scalable white-label platform enables rapid deployment under partner brands, supporting expansion across African markets and diaspora payment channels. The company continues to invest in platform certification, user acquisition, and international licensing to expand its market position. The company's proprietary compliance infrastructure includes embedded OFAC, EU, and UN sanctions screening and AML/KYC validation directly within HammerPay's onboarding workflow. The company's merchant-specific card model features value-restricted prepaid cards that eliminate cash-out risk and ensure transparent fund-tracking. The company's integrated fintech stack provides unified issuing, acquiring, and digital-wallet capabilities managed through proprietary APIs and security-controlled settlement architecture.

The company's future success will depend on its ability to attract additional customers. The growth of the company's customer base could be adversely affected by customer unwillingness to implement the company's products and services; any delays or difficulties that the company may incur in completing the development and introduction of its products or product enhancements or service enhancements; the overall satisfaction of the company's customers; new product and service introductions by the company's competitors; any failure of the company's products to perform as expected; or any difficulty the company may incur in meeting customers' expectations. The company's operations and financial performance could be negatively impacted if the markets for its products do not develop and expand as anticipated. The markets for the company's products and services are characterized by rapidly changing technologies, evolving industry or regulatory standards and new product introductions.

The company's total operating expenses decreased by $2,840,184 ³⁶ or 83% ³⁷ for the year ended July 31, 2026 compared to the year ended July 31, 2025. The decrease in operating expenses is primarily the result of the intangible asset impairment of $1,888,242 ³⁸ during the year ended July 31, 2025, which did not recur in the current year. The company had a decrease in selling, general and administrative expense of $398,501 ³⁹ or 47% ⁴⁰ for the year ended July 31, 2026 compared to the year ended July 31, 2025. The decrease in selling, general and administrative expense is due primarily to a decrease in professional expense of $317,652 ⁴¹, a decrease in web services expense of $67,919 ⁴² and a decrease in corporate expense of $37,841 ⁴³, offset by an increase in office expense of $31,012 ⁴⁴. The company recorded depreciation and amortization expenses of $124,282 ⁴⁵ and $677,723 ⁴⁶ during the years ended July 31, 2026 and 2025, respectively. The company's depreciation and amortization expense for the year ended July 31, 2026 was composed of amortization of the software asset of $123,762 ⁴⁷, and depreciation of property and equipment of $520 ⁴⁸.

The company does not own any real property, nor have any long term lease obligations. The company does currently hold a month-to-month tenancy agreements for office space costing less than $2,000 ⁴⁹ per month. The company currently has ten employees, six of which are full-time employees and four are part time ⁵⁰. Some of the company's executive officers and directors are engaged in outside business activities that the company does not believe conflict with its business. Over time, the company may be required to hire additional employees or engage independent contractors to execute various projects that are necessary to grow and develop its business. These decisions will be made by the company's officers and directors, if appropriate.

The company has financed its operations since inception primarily through debt from related parties. During the year ended July 31, 2026, the company received $558,475 ⁵¹ of advances under a related party convertible note. During the year ended July 31, 2025, the company had cash provided by financing activities from continuing operations of $840,752 ⁵². The cash provided by financing activities was primarily a result of $1,522,752 ⁵³ of proceeds from related party convertible notes, offset primarily by $682,000 ⁵⁴ of repayments of convertible notes payable. The company presently does not anticipate that it will pay dividends on any of its common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon the company's revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of the company's Board of Directors. The company presently intends to retain any earnings after paying the interest for the preferred stock, if any, to implement its business plan; accordingly, the company does not anticipate the declaration of any dividends for common stock in the foreseeable future.

The company has consistently sustained losses since its inception. For the year ended July 31, 2026, the company incurred a net loss from continuing operations of $525,009 ⁵⁵, cash used in operating activities of $553,425 ⁵⁶, and $0 ⁵⁷ of revenue generated from continuing operations. As of July 31, 2026, the company had a working capital deficiency of $638,811 ⁵⁸. As of July 31, 2026, substantial doubt existed as to the company's ability to continue as a going concern as a result of these factors. The company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing. These factors raise substantial doubt regarding the company's ability to continue as a going concern. The company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the company will be successful in these efforts. Management's plans are not expected to alleviate the substantial doubt about the company's ability to continue as a going concern.

The company's operations and financial performance could be negatively impacted if the markets for its products do not develop and expand as anticipated. The markets for the company's products and services are characterized by rapidly changing technologies, evolving industry or regulatory standards and new product introductions. The company's success is dependent on the successful introduction of new products and services, or upgrades of current products and services, and its ability to compete with new technologies. The following factors related to the company's products, services and markets, if they do not continue as in the recent past, could have an adverse impact on the company's operations: the company's ability to develop new products in response to government regulations and laws; global economic downturns, market declines, or financial disruptions, could harm the company's business, financial condition, operations, and cash flows; competition from various providers, including banks, payment services, digital currencies, and emerging technologies, could adversely impact the company's ability to compete effectively and achieve future success; if customer confidence in the company's business or in consumer money transfer and payment service providers generally deteriorates, the company's business, financial condition, results of operations, and cash flows could be adversely affected; failure to maintain agent or business relationships under acceptable terms, including challenges from compliance costs, banking access issues, or non-compliance by agents or subagents, could adversely affect the company's business and financial condition.

The company has consistently sustained losses since its inception, and for the year ended July 31, 2026, the company incurred a net loss from continuing operations of $525,009 ⁵⁹, cash used in operating activities of $553,425 ⁶⁰, and $0 ⁶¹ of revenue generated from continuing operations. As of July 31, 2026, the company had a working capital deficiency of $638,811 ⁶². These factors, among others, raise substantial doubt about the ability of the company to continue as a going concern for a period of one year from the issuance of the financial statements. The company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the company will be successful in these efforts. The company intends to continue to address this condition by seeking to raise additional capital through the issuance of debt and/or the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization may be considered through other means. If the company is unable to obtain additional funding when needed, its business operations will be harmed, and if the company does obtain additional financing, its then-existing stockholders may suffer substantial dilution. The company's operations and financial performance could be negatively impacted if the markets for its products do not develop and expand as anticipated. The markets for the company's products and services are characterized by rapidly changing technologies, evolving industry or regulatory standards and new product introductions. The company's success is dependent on the successful introduction of new products and services, or upgrades of current products and services, and its ability to compete with new technologies. Competition from various providers, including banks, payment services, digital currencies, and emerging technologies, could adversely impact the company's ability to compete effectively and achieve future success. If customer confidence in the company's business or in consumer money transfer and payment service providers generally deteriorates, the company's business, financial condition, results of operations, and cash flows could be adversely affected. Failure to maintain agent or business relationships under acceptable terms, including challenges from compliance costs, banking access issues, or non-compliance by agents or subagents, could adversely affect the company's business and financial condition. A privacy breach could damage the company's reputation and its relationship with its customers, expose the company to litigation risk and adversely affect its business. As part of its normal course of business, the company collects, processes and retains sensitive and confidential customer information. Despite security measures in place, the company's facilities and systems may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information could severely damage the company's reputation and its relationships with its customers, expose the company to risks of litigation and liability and adversely affect its business. The company has determined that its internal controls are ineffective due to the small staff of the company. Although the company has implemented internal systems and controls to minimize the potential for risk and business loss, a breakdown of internal controls could affect its ability to conduct normal business operations and, as a result, its future financial results could be materially and adversely affected.

Management's message to shareholders emphasizes the company's transformation into a fintech-focused enterprise following the divestiture of its telecommunications assets, with the company now concentrating its efforts on its fintech initiatives such as its mobile payments platform. The company is focused on sustainable shareholder value investing in financial services technology, with its HammerPay platform designed to enable digital commerce between consumers and branded merchants across the developing world. Management's strategic priorities for the period ahead center on three themes: first, launching and scaling the HammerPay mobile payments platform, which had not yet launched as of July 31, 2026; second, raising additional capital to fund operations, with the company receiving $558,475 ⁶³ of advances under a related party convertible note during the year ended July 31, 2026; and third, reducing operating expenses, with total operating expenses decreasing by $2,840,184 ⁶⁴ or 83% ⁶⁵ for the year ended July 31, 2026 compared to the year ended July 31, 2025. Management has stated that the company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing. The company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. Management's plans are not expected to alleviate the substantial doubt about the company's ability to continue as a going concern. The company continues to actively address this condition by seeking to raise additional funding through debt and equity financing until such time that ongoing revenues can sustain the business. The company is also pursuing strategies to increase the amount of revenue generated, reduce the costs incurred, and to reduce the company's outstanding liabilities.