Spectral Capital Executes Binding Term Sheet to Acquire Snack Prompt

Rhea-AI Summary

Spectral Capital (OTCQB: FCCN) executed a binding term sheet to acquire 100% of Snack Prompt for 10,000,000 Spectral shares (1,500,000 initial; up to 8,500,000 earn-out) and to commit up to $5,000,000 of growth capital subject to milestones and audits. Spectral plans to use its invention portfolio and pending patents to scale Snack Prompt's AI workflow automation marketplace and its top-five circulation AI newsletter to target SMB verticals including marketing, customer support, finance, HR, and operations. The capital will accelerate product development, distribution partnerships, and vertical solutions. Closing remains subject to due diligence, board approvals, and definitive agreements.

Positive

• Acquisition priced at 10,000,000 shares (1.5M initial, up to 8.5M earn-out)
• Committed $5,000,000 growth capital subject to milestones
• Access to a top-five AI newsletter audience for SMB customer reach
• Plan to leverage Spectral's invention portfolio and pending patents

Negative

• Up to 8,500,000 earn-out shares may materially dilute existing shareholders
• Growth capital is conditional on audits and milestones, not guaranteed
• Transaction requires due diligence and board approvals before closing

Aiming to Build the #1 SMB Platform for AI Workflow Automations

SEATTLE, Oct. 7, 2025 /PRNewswire/ -- Spectral Capital Corporation (OTCQB: FCCN) ("Spectral") today announced it has executed a binding term sheet to acquire Snack Prompt Corp. ("Snack Prompt"), a fast-growing marketplace for AI workflow automations serving small and medium-sized businesses (SMBs). Under the term sheet, Spectral will acquire 100% of Snack Prompt's equity for 10,000,000 shares of Spectral common stock (1,500,000 initial shares and up to 8,500,000 earn-out shares), and will commit up to $5,000,000 of growth capital subject to agreed milestones and audit conditions.

Spectral intends to leverage its extensive invention portfolio and pending patents—along with its proven innovation process—to help Snack Prompt become the leading platform for SMBs to discover and buy AI workflow automations. As part of the post-close plan, Spectral's capital will accelerate product development, distribution partnerships, and vertical solutions tailored for core SMB functions such as marketing, customer support, finance, HR, and operations.

Snack Prompt also publishes a widely read AI industry newsletter that has consistently ranked among the top five AI newsletters by circulation. Upon closing, this audience will help the combined company engage a broader spectrum of customers and cross‑promote AI solutions across Spectral's portfolio, increasing discovery and adoption for SMB buyers.

"This acquisition is about focus and scale," said Jenifer Osterwalder, CEO of Spectral Capital. "SMBs don't want tool sprawl—they want trusted, ready-to-use AI automations that drive measurable outcomes. By combining Snack Prompt's marketplace and media reach with Spectral's invention engine and pending patent estate, we're positioned to lead the category and deliver practical AI value, fast."

"Snack Prompt was built to make AI automation buying simple for small and mid-sized businesses," said Eder Teixeira, Founder of Snack Prompt. "Joining forces with Spectral gives us the IP firepower, capital, and go‑to‑market leverage to scale our marketplace, expand vertical offerings, and serve customers even better—while our newsletter continues to grow the community and spotlight real‑world solutions."

Transaction highlights (per the binding term sheet):

• Spectral to acquire 100% of Snack Prompt for 10,000,000 Spectral common shares (1,500,000 initial + up to 8,500,000 earn‑out).
• Spectral to invest up to $5,000,000 into the Snack Prompt business unit, subject to audits and milestones, including dedicated funding at closing to accelerate the AI newsletter and growth initiatives.
• Closing is subject to customary conditions, including completion of due diligence, board approvals, and execution of definitive agreements.

About Spectral Capital Corporation

Spectral Capital (OTCQB: FCCN) is an innovation-driven company focused on building, acquiring, and scaling products at the frontier of artificial intelligence. Spectral's 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.

About Snack Prompt Corp.

Snack Prompt is an AI workflow‑automation marketplace designed for small and medium‑sized businesses, helping teams discover, compare, and adopt AI automations that save time and drive outcomes. Snack Prompt also publishes a top‑five AI newsletter by circulation, connecting a large and engaged audience with practical AI solutions.

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.

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SOURCE Spectral Capital Corporation

FAQ

What did Spectral Capital (FCCN) agree to pay for Snack Prompt on October 7, 2025?

Spectral agreed to acquire Snack Prompt for 10,000,000 Spectral shares (1,500,000 initial; up to 8,500,000 earn-out).

How much growth capital will Spectral (FCCN) provide to Snack Prompt?

Spectral committed up to $5,000,000 of growth capital, subject to agreed milestones and audit conditions.

How could the Snack Prompt acquisition affect FCCN shareholders?

Shareholders could face dilution if earn-out shares are issued and will see strategic repositioning as Spectral funds product and go‑to‑market expansion.

What conditions must be met before the Spectral–Snack Prompt deal closes?

Closing requires completion of due diligence, board approvals, and execution of definitive agreements.

What strategic assets does Snack Prompt bring to Spectral (FCCN)?

Snack Prompt brings an SMB-focused AI workflow marketplace and a widely read AI newsletter ranked in the top five by circulation.

Will Spectral’s patents be used after the acquisition of Snack Prompt?

Spectral intends to leverage its invention portfolio and pending patents to accelerate product development and marketplace growth.