Spectral Capital Signs Definitive Agreement to Acquire Telvantis Voice Services, Inc.

Rhea-AI Summary

Spectral Capital (FCCN) signed a definitive stock purchase agreement to acquire Telvantis Voice Services in a stock-for-stock exchange expected to close on or about Dec 31, 2025.

Consideration includes shares at closing plus performance-based earn-out shares tied to 2026 milestones: a consolidated $240M minimum gross revenue target and $1M annualized GAAP net operating profit, with additional earn-out accruals for $10M+ annualized operating profit or upon reaching $665M annualized revenue with comparable margins. Spectral projects approximately $450M of profitable revenue in 2026 and cites the deal as strategic for scale and a potential NASDAQ uplisting.

Positive

• Transaction expands consolidated operating base immediately
• Management projects approximately $450M profitable 2026 revenue
• Earn-out aligns incentives to 2026 revenue and profitability milestones

Negative

• Deal is a stock-for-stock exchange, implying potential share dilution
• Earn-out and closing are conditional on material 2026 milestones
• Closing subject to customary conditions and integration execution risk

Advancing Path Toward Profitable Scale and Anticipated $450 Million in 2026 Revenue

SEATTLE, Dec. 30, 2025 /PRNewswire/ -- Spectral Capital Corporation ("Spectral" or the "Company"), a digital infrastructure and AI-forward platform company, today announced that it has signed a Definitive Stock Purchase Agreement to acquire Telvantis Voice Services, Inc., a Florida-based telecommunications and voice services provider, from Telvantis, Inc. (formerly Raadr, Inc.).

The transaction provides for Spectral to acquire 100% of the issued and outstanding shares of Telvantis Voice Services in a stock-for-stock exchange intended to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code. Consideration includes shares issued at closing and performance-based earn-out shares tied directly to 2026 revenue and profitability milestones, aligning long-term incentives with operating performance.

Performance-Based Structure and Milestones

Under the agreement, earn-out and lock-up release mechanics are structured around measurable operating results including $665,000,000 2026 revenue targets achieved profitably, including:

• 2026 Revenue Milestone:
  Achievement of at least $240 million in annual gross revenue on a consolidated basis.
• 2026 Profitability Milestone:
  Achievement of at least $1 million in annualized GAAP net operating profit.
• Earn-Out Shares:
  Additional earn-out shares may be issued if Telvantis achieves $10 million or more in annualized operating profit in 2026, accruing proportionally for each incremental $1 million in operating profit above defined thresholds, or alternatively upon achieving $665 million in annualized revenue with comparable or superior operating margins.

These milestones are designed to support disciplined growth, operating leverage, and shareholder alignment consistent with public-market best practices.

Strategic Rationale

Telvantis Voice Services operates a scalable telecommunications platform serving enterprise and carrier customers, with infrastructure capable of supporting high-volume voice and communications traffic. Spectral expects the acquisition to immediately expand its consolidated operating base while strengthening recurring revenue visibility.

"The Telvantis acquisition is a foundational transaction in Spectral's strategy to build a profitable, scaled digital infrastructure platform suitable for the public markets. The revenue and profit-based earn-out structure directly aligns performance with shareholder outcomes, and we believe Telvantis will be a meaningful contributor toward Spectral's anticipated profitable 2026 revenue of approximately $450 million. This transaction reflects our focus on acquiring operating businesses with real scale, measurable cash-flow potential, and disciplined execution," stated Spectral CEO, Jenifer Osterwalder.

Osterwalder added:

"As we prepare for a potential NASDAQ uplisting, Spectral is focused on assembling businesses that meet institutional expectations for transparency, performance metrics, and operating discipline. Telvantis strengthens our portfolio in each of those respects."

Closing and Integration

The transaction is expected to close on or about December 31, 2025, subject to customary closing conditions. Following closing, Spectral intends to integrate Telvantis into its broader digital infrastructure platform while maintaining operational continuity and performance accountability.

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.

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SOURCE Spectral Capital Corporation

FAQ

What did Spectral Capital (FCCN) announce on December 30, 2025?

Spectral announced a definitive agreement to acquire Telvantis Voice Services in a stock-for-stock transaction expected to close about Dec 31, 2025.

How is the Telvantis acquisition consideration structured for FCCN shareholders?

Consideration includes shares issued at closing plus performance-based earn-out shares tied to 2026 revenue and profitability milestones.

What 2026 revenue and profit milestones must Telvantis meet for earn-out shares?

Milestones include at least $240M consolidated gross revenue and at least $1M annualized GAAP net operating profit, with additional earn-outs tied to $10M+ operating profit or $665M revenue.

How does the deal affect Spectral's 2026 revenue outlook (FCCN)?

Spectral expects Telvantis to contribute toward an anticipated approximately $450M of profitable consolidated revenue in 2026.

When will the Telvantis acquisition for FCCN close and what are the conditions?

The transaction is expected to close on or about Dec 31, 2025, subject to customary closing conditions.

What investor risks are tied to the Telvantis acquisition for FCCN shareholders?

Key risks include potential share dilution from the stock exchange, conditional earn-out payouts tied to 2026 performance, and integration execution risks after closing.