Spectral Capital Closes Telvantis Acquisition as Important Milestone Toward 2026 $450 Million Profitable Revenue Goal

Rhea-AI Summary

Spectral Capital (OTCQB: FCCN) completed the acquisition of Telvantis Voice Services effective December 31, 2025, acquiring 100% of the equity in exchange for stock.

Consideration included 1,500,000 shares issued at closing and potential issuance of up to 8,500,000 earn-out shares tied to 2026 revenue and operating profit milestones, for a maximum of 10,000,000 shares. Earn-out provisions provide a minimum of $240,000,000 in profitable revenues and target $10,000,000 in net earnings for 2026. Telvantis Voice will be consolidated into Spectral's financials as of the closing date as the company pursues a $450 million profitable revenue 2026 goal.

Positive

• Minimum $240,000,000 profitable revenues tied to earn-out
• Target of $10,000,000 net earnings for 2026
• Acquisition closed Dec 31, 2025 and will be consolidated immediately
• Consideration structure aligns seller incentives with 2026 performance

Negative

• Potential dilution from up to 8,500,000 earn-out shares
• Company's $450 million 2026 revenue goal depends on post-closing performance
• Earn-out metrics concentrate material targets in fiscal year 2026

News Market Reaction

+3.76%

1 alert

+3.76% News Effect

On the day this news was published, FCCN gained 3.76%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Earn out provisions of agreement provide for a minimum of $240,000,000 in profitable revenues and target $10,000,000 in net earnings for 2026

SEATTLE, Jan. 5, 2026 /PRNewswire/ -- Spectral Capital Corporation (OTCQB: FCCN) ("Spectral" or the "Company") today announced that it has completed the acquisition of Telvantis Voice Services, Inc. ("Telvantis Voice"), effective December 31, 2025, pursuant to the Definitive Stock Purchase Agreement previously announced on December 29, 2025.

Under the terms of the transaction, Spectral acquired 100% of the issued and outstanding equity of Telvantis Voice Services, Inc. in exchange for shares of Spectral common stock. Consideration includes 1,500,000 shares issued at closing and the potential issuance of up to an additional 8,500,000 shares upon the achievement of specified post-closing performance milestones, for a maximum aggregate consideration of 10,000,000 shares.

The earn-out shares are tied to Telvantis Voice's achievement of defined revenue and operating profit thresholds during fiscal year 2026 and are subject to contractual lock-up, ownership limitation, and other customary provisions. All shares issued in connection with the transaction are restricted securities.

Telvantis Voice is a telecommunications services platform focused on enterprise-grade voice, routing, and communications infrastructure. The acquisition represents a key step in Spectral's strategy to assemble and integrate operating digital infrastructure businesses with established revenue bases, supporting the Company's longer-term objective of achieving $450 million in profitable revenue in 2026 through a combination of organic growth and acquisitions.

Jenifer Osterwalder, Chief Executive Officer of Spectral Capital Corporation, commented:
"The closing of the Telvantis Voice acquisition is an important milestone in Spectral's execution plan. Telvantis brings operating scale and infrastructure that align with our broader strategy as we work toward our 2026 revenue and profitability objectives."

Telvantis Voice Services will be consolidated into Spectral's financial statements beginning as of the closing date. Additional financial information relating to the acquisition will be provided in Spectral's filings with the U.S. Securities and Exchange Commission.

About Spectral Capital Corporation

Spectral Capital (OTCQB: FCCN) is building the next generation of AI and quantum enabled digital infrastructure.  With an extensive patent and IP portfolio across AI and quantum technologies, Spectral is the acquirer of choice for digital infrastructure including telecommunications, voice, SMS technologies and edge data centers. Spectrals' strategy combines original invention, an active pending‑patent pipeline, and disciplined productization to create durable value across enterprise and SMB markets. For more information visit Spectral Capital.

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and FCCN's growth and business strategy. Words such as "expects," "will," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations on such words and similar expressions are intended to identify forward-looking statements. Although FCCN believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of FCCN. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in FCCN's business; competitive factors in the market(s) in which FCCN operates; risks associated with operations outside the United States; and other factors listed from time to time in FCCN's filings with the Securities and Exchange Commission. FCCN expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in FCCN's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

View original content to download multimedia:https://www.prnewswire.com/news-releases/spectral-capital-closes-telvantis-acquisition-as-important-milestone-toward-2026-450-million-profitable-revenue-goal-302651916.html

SOURCE Spectral Capital Corporation

FAQ

What did Spectral Capital (FCCN) pay to acquire Telvantis Voice on December 31, 2025?

Spectral issued 1,500,000 shares at closing plus up to 8,500,000 earn-out shares, for a maximum of 10,000,000 shares.

How are the earn-out shares for Telvantis structured for FCCN shareholders?

Earn-out shares are tied to defined 2026 revenue and operating profit thresholds and include lock-up and ownership limitations.

What financial targets must Telvantis hit for earn-outs in 2026 for FCCN?

Earn-out provisions include a minimum $240,000,000 in profitable revenues and a $10,000,000 net earnings target for 2026.

When will Telvantis Voice be included in Spectral Capital (FCCN) financial statements?

Telvantis Voice will be consolidated into Spectral's financial statements beginning as of the closing date, December 31, 2025.

How does the Telvantis acquisition affect Spectral's 2026 revenue goal (FCCN)?

The acquisition is described as a key step toward achieving a $450 million profitable revenue objective for 2026 through organic growth and acquisitions.

Could the Telvantis deal dilute existing FCCN shareholders?

Yes; the transaction contemplates up to 8,500,000 additional shares on earn-out achievement, which could dilute current shareholders.