Hammer Technology Holdings Corp. Completes Strategic Equity Conversion Backed by Capital Partner CGRPE to Advance Long-Term Growth Vision

Rhea-AI Summary

Hammer Technology Holdings (OTC: HMMR) has successfully converted $2.68 million of debt into equity through a strategic partnership with Caban Global Reach Private Equity LP (CGRPE). The transaction resulted in CGRPE receiving 10,154,542 shares of common stock at market price. As part of this restructuring, HMMR's Chairman Michael Cothill and Director Michael Sevell have joined CGRPE as General Partners. The deal, executed under Section 3(a)(9) of the Securities Act, involved no broker fees and was approved by an independent transactions committee. This move represents a departure from traditional convertible debt models, positioning the company for potential Nasdaq uplisting and future growth in fintech, AI, and healthcare sectors.

Positive

• Elimination of $2.68 million in debt through equity conversion, improving balance sheet
• Strategic partnership with CGRPE providing non-dilutive financing support
• No broker or placement agent fees incurred in the transaction
• Enhanced governance through independent CGRPE Transactions Committee
• Positioning for potential Nasdaq uplisting

Negative

• Significant share dilution with issuance of 10,154,542 new common shares
• Potential conflict of interest with Chairman and Director joining CGRPE as General Partners

Sarasota, Florida--(Newsfile Corp. - June 4, 2025) - Hammer Technology Holdings Corp. (OTC: HMMR), a public holding company focused on advancing disruptive technologies in the fintech, AI, and healthcare sectors, today announced the successful elimination of $2.68 million in debt through a strategic debt-to-equity exchange with Caban Global Reach Private Equity LP (CGRPE). This transaction positions the Company for accelerated growth, supported by sustainable, non-dilutive financing and aligned with long-term shareholder interests. Under the terms of the agreement disclosed in the Company's Form 8-K filed on May 24, 2025, CGRPE acquired a convertible note and exchanged it for 10,154,542 shares of common stock at a fair market conversion price. The transaction, executed under Section 3(a)(9) of the Securities Act of 1933, as amended, incurred no placement agent or broker fees.

Ben Botes, Group Managing Director of the Caban Group, stated, "This exchange of debt for equity underscores the confidence CGRPE has in the future of Hammer Technology Holdings and its long-term value creation potential."

A New Standard in Capital Formation

This transaction marks a departure from conventional, often predatory, convertible debt models. "This equity conversion is not merely a structural adjustment—it is a strategic realignment of resources, positioning Hammer for disciplined growth. Our partnership with CGRPE reflects a shared commitment to investor integrity and long-term market positioning," said Michael Cothill, Chairman of Hammer Technology Holdings and newly appointed General Partner of CGRPE. "In an era where founders are increasingly cautious of dilution and toxic debt instruments, this transaction reflects a rising demand for clean, equity-aligned capital. The partnership between Hammer and CGRPE offers a new model for scale-focused capital formation-grounded in transparency, governance, and a strategic fit," Cothill added.

CGRPE, a Delaware-based private equity fund, is focused on deploying capital into early-stage and growth-oriented technology companies across fintech, healthcare, and digital infrastructure. Chairman Michael Cothill and Director Michael Sevell have joined CGRPE as General Partners to ensure that capital raised will be directed strategically to support Hammer's corporate development.

David Romero, CEO of the Caban Group, commented, "The addition of Michael Cothill and Michael Sevell to the Caban leadership team is both a valuable and strategic move. Their involvement ensures that the Hammer Technology Holdings message is amplified to the expansive audience that the Caban Group commands globally. More importantly, it guarantees that capital raised through CGRPE will be responsibly directed toward achieving Hammer's growth strategy, while enhancing visibility and credibility across our investor network."

Governance, Transparency, and Shareholder Stewardship

To ensure full regulatory compliance and safeguard shareholder interests, the Hammer Board of Directors appointed an independent CGRPE Transactions Committee, comprised solely of disinterested directors. The committee formally reviewed and approved the transaction on May 24, 2025, with full board ratification following immediately. "This structure not only removes financial overhang but signals to the market that we are serious about governance, integrity, and shareholder alignment," said Michael Sevell. "We want our investors to see every move as valuable and accretive - and this is the first of many."

What Comes Next

With the Company's name change now in motion, and a refreshed capital structure, Hammer Technology Holdings is preparing to accelerate toward several key milestones, including new investments, operational scale-ups, with an ultimate goal of uplisting to Nasdaq. More information will be provided in the coming weeks.

About Hammer Technology Holdings Corp.

Hammer Technology Holdings Corp. (OTC: HMMR) is a public holding company dedicated to identifying and scaling innovative technology assets across digital payments, AI-driven systems, and healthcare transformation. Through its operating entities and strategic partners, Hammer is building a portfolio that delivers next-generation solutions for global markets.

About Caban Global Reach Private Equity LP (CGRPE)

Caban Global Reach Private Equity LP (CGRPE) is a Delaware-based private equity fund investing in fintech, healthcare, and digital infrastructure. With a hands-on General Partnership model, CGRPE combines capital deployment with strategic leadership to accelerate scale and safeguard long-term value. The fund prioritizes clean cap tables, governance integrity, and founder-aligned growth.

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations, forecasts, and assumptions. These statements are subject to risks and uncertainties that could cause actual outcomes to differ materially. Hammer Technology Holdings assumes no obligation to update forward-looking statements except as required by law.

Investor and Press Contacts:
info@hmmrgroup.com https://hmmrgroup.com

info@cabanglobalreach.com https://cabanglobalreach.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254377

FAQ

What is the value of HMMR's debt-to-equity conversion with CGRPE?

Hammer Technology Holdings converted $2.68 million of debt into 10,154,542 shares of common stock through a strategic agreement with CGRPE.

Who are the new General Partners at CGRPE from HMMR?

HMMR's Chairman Michael Cothill and Director Michael Sevell have joined CGRPE as General Partners.

What is HMMR's plan for future growth?

HMMR plans to pursue new investments, operational scale-ups, and aims to uplist to Nasdaq, with focus on fintech, AI, and healthcare sectors.

How was HMMR's debt conversion transaction structured?

The transaction was executed under Section 3(a)(9) of the Securities Act, with no broker fees and oversight from an independent CGRPE Transactions Committee.

What sectors does Hammer Technology Holdings (HMMR) focus on?

HMMR focuses on advancing disruptive technologies in the fintech, AI, and healthcare sectors.