DEF 14C: Hammer Fiber Optics to Rebrand as Hammer Technology Holdings, Divests Telecom Assets to Focus on HammerPay

Hammer Fiber Optics Holding Corp. is changing its name to Hammer Technology Holdings Corp. and selling its telecommunications subsidiaries to Viper Networks Inc. to concentrate on its HammerPay business.

Summary

• Hammer Fiber Optics Holding Corp. is undergoing a corporate name change to Hammer Technology Holdings Corp., reflecting a strategic pivot towards its HammerPay [USA] Ltd. business model.
• The name change was approved by written consent of the holders of a majority of the company's outstanding voting common stock, specifically 33,185,796 shares, representing approximately 52.54% of the common stock as of the November 1, 2024 Record Date.
• The company has authorized and executed a Purchase Agreement dated August 7, 2024, to sell its telecommunication assets to Viper Networks Inc.
• The divested assets include 1stPoint Communications LCC (and its subsidiaries), Endstream Communications LLC, American Networks Inc., and a 10% ownership in Wikibuli Inc.
• As the purchase price for these telecommunication assets, Viper Networks Inc. will deliver 2,500,000 shares of Hammer Fiber Optic Holdings Corp. common stock to Hammer.
• The closing of the asset sale is targeted for a mutually agreeable date on or prior to December 31, 2024.
• The name change will become effective on a date not earlier than twenty-one (21) calendar days after the Information Statement is first mailed to stockholders (on or about May 28, 2025), pending FINRA approval.

Sentiment

Score: 6

Explanation: The strategic shift towards HammerPay and the divestiture of non-core assets are positive for focus. However, the lack of specific financial details on HammerPay and the unusual payment method for the asset sale (receiving its own stock) introduce uncertainty and prevent a higher score.

Positives

• The strategic shift to focus on the HammerPay [USA] Ltd. business model allows the company to concentrate resources on a potentially higher-growth sector.
• Divestiture of non-core telecommunication assets streamlines the company's operations and portfolio.

Negatives

• The consideration for the asset sale is 2,500,000 shares of Hammer Fiber Optic Holdings Corp. common stock, which is an unusual payment mechanism for divesting assets and could imply a lack of cash consideration, a complex financial arrangement, or that Viper Networks Inc. already held a significant stake in Hammer.
• No specific financial details (e.g., revenue, profit, valuation) of the divested assets or the HammerPay business are provided in the document, making it difficult to assess the financial impact of the strategic shift.

Risks

• The effectiveness of the name change and the completion of the asset sale are contingent upon FINRA approval, which is not guaranteed.
• There is inherent uncertainty regarding the future financial performance and market acceptance of the HammerPay [USA] Ltd. business model, as the company is shifting its primary focus to this area.
• Potential for unknown or undisclosed liabilities related to the divested telecommunication assets, despite indemnification clauses in the purchase agreement.
• The unusual payment structure for the asset sale (receiving its own stock as consideration) could indicate underlying financial complexities or challenges.

Future Outlook

The company intends to focus on the business model of HammerPay [USA] Ltd., with the name change to Hammer Technology Holdings Corp. reflecting this new strategic direction. The name change and asset sale are pending FINRA approval.

Management Comments

• The Board believes that the Name Change better reflects the nature of the Company's ongoing business operations.
• The Company intends to focus on the business model of HammerPay [USA] Ltd.

Industry Context

This announcement signifies a strategic pivot for Hammer Fiber Optics Holding Corp. away from traditional telecommunications services, a mature and competitive industry, towards a potentially more growth-oriented technology sector, specifically digital payments (HammerPay). This aligns with a broader trend of companies divesting non-core assets to specialize and capture opportunities in emerging or higher-growth markets. The move suggests a belief that the HammerPay business offers greater future potential than its legacy telecom operations.

Management Changes

Corporate Governance

Related Party Transactions

• Erik B. Levitt, a former Hammer officer/director, continues to manage the divested telecommunication entities (1stPoint Communications, Endstream Communications, Shelcomm, American Network, Wikibuli) under Viper Networks Inc.
• Erik B. Levitt will assist Hammer with SEC filings at an agreed hourly rate post-resignation from Hammer.

Stakeholder Impact

• Shareholders: Informed of a significant strategic shift and asset divestiture, which could impact future share value based on the success of the HammerPay business. The unusual payment for the asset sale (in HMMR stock) might raise questions.
• Employees: Implied shift in focus may affect employees in the divested telecom segment versus the HammerPay segment.
• Customers: Customers of the divested telecom businesses will now be served by Viper Networks Inc.
• Creditors: The asset sale agreement includes assumption of liabilities related to the divested companies by Viper Networks Inc., except for unknown or undisclosed liabilities or breaches of representations/warranties.

Next Steps

• Mailing of the Information Statement to stockholders on or about May 28, 2025.
• The name change will become effective not earlier than 21 calendar days after the Information Statement is mailed, pending FINRA approval.
• Filing of Articles of Amendment to the Articles of Incorporation with the State of Nevada immediately prior to receiving FINRA's approval.
• Closing of the asset sale to Viper Networks Inc. on or prior to December 31, 2024.
• Erik B. Levitt to assist Hammer with periodic SEC filings at an agreed hourly rate.

Key Dates

Recommendation

Keywords

Hammer Fiber Optics Holding Corp., Hammer Technology Holdings Corp., Name Change, Asset Sale, Viper Networks Inc., Telecommunications, HammerPay, Strategic Shift, SEC Filing, DEF 14C, Corporate Governance, FINRA Approval, HMMR Common Stock