Welcome to our dedicated page for SPECTRAL CAPITAL SEC filings (Ticker: FCCN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Spectral Capital Corporation filings document material-event disclosures for a Nevada technology investment and development company with common stock quoted on the OTCQB. The record includes Form 8-K and 8-K/A reports covering completed acquisitions, material definitive agreements, governance changes, capital-structure disclosures and operating or financial result updates.
Company filings describe transactions involving Telvantis Voice Services and other telecommunications operations, common-stock consideration and related restrictions, and an asset purchase covering patentable innovations tied to native AI operating systems, Linux-environment development, FPGA optimization, security and remote synchronization technologies. Governance filings also record board appointments and related public-company disclosure matters.
Spectral Capital Corp (symbol FCCN) furnished an updated investor presentation that outlines a proposed uplisting and equity offering alongside recent financial and operating data. The company plans a public offering of up to US$15,000,000 of common stock at an expected price range of US$4.00–US$5.00 per share under a Form S-1 that is not yet effective. Common stock is currently quoted on OTCQB as FCCN, and Spectral has applied to list on the Nasdaq Capital Market under the same symbol; the company states it will not proceed with the offering if Nasdaq listing is not approved.
The presentation shows rapid, acquisition-driven scale: total revenue reached US$646.8 million for the six months ended June 30, 2026, up from zero in 2024 and US$21.8 million in 2025, producing gross profit of US$5.47 million but a loss from operations of US$4.84 million. Net income for the first half of 2026 was US$2.02 million, which includes a non-cash gain from the change in fair value of acquisition-related contingent consideration. As of June 30, 2026, Spectral reported total assets of US$223.8 million, total liabilities of US$166.6 million and stockholders’ equity of US$57.2 million, with US$5.3 million of cash and a receivables-backed financing facility providing working capital.
Spectral Capital Corporation is conducting a firm commitment public offering of 3,333,333 shares of common stock, with an assumed public offering price of $4.50 per share, and has applied to list its stock on the Nasdaq Capital Market under the symbol FCCN. The company has granted underwriters a 45‑day over-allotment option for 500,000 additional shares. Estimated net proceeds are about $13.63 million, to be used for working capital and expansion across its group, product and IP development, acquisition pipeline evaluation and due diligence, and general corporate purposes including potential acquisitions.
Spectral is a technology-focused holding company built around telecommunications, messaging, data infrastructure and advanced computing, including AI-enabled platforms, primarily through subsidiaries 42 Telecom and Telvantis Voice Services. Pro forma combined 2025 revenue was about $267.1 million, with a net loss of $7.1 million. As of March 31, 2026 it served roughly 335 enterprise customers
Auditor changes, prior non-reliance disclosures and subsequent withdrawal, identified material weaknesses in internal control over financial reporting, and a disclosed going-concern risk highlight accounting and control challenges. Management also notes integration risks from recent acquisitions, significant regulatory and data-privacy exposure, reliance on emerging AI and quantum-related technologies, and uncertainty around future Nasdaq listing approval.
Spectral Capital Corporation, a Nevada-based holding company focused on telecommunications and emerging technology, reported its first material operating results following the 2025 acquisitions of 42 Telecom and Telvantis. For the quarter ended June 30, 2026, total revenues were $318.3M, and for the six months they reached $646.8M, almost entirely from international voice and messaging services at Telvantis. Gross profit for the quarter was $3.3M, reflecting very thin margins.
The company posted quarterly net income of $7.4M, but this was driven by a $9.9M non‑cash gain from remeasuring contingent consideration; for the six months it recorded a net loss of $2.0M and used $1.6M in operating cash. At June 30, 2026, Spectral held $5.3M of cash and cash equivalents and total assets of $223.8M, including $37.9M of intangible assets and $48.7M of goodwill.
Current liabilities of $162.0M exceeded current assets of $136.4M, creating a working capital deficit of $25.7M (or $9.3M excluding non‑cash contingent consideration). Management disclosed substantial doubt about the company’s ability to continue as a going concern and is pursuing additional financing, including an S‑1 filing for a proposed underwritten Nasdaq listing and continued use of receivables financing facilities. Revenue and cost of revenue are highly concentrated in a few large carrier customers and vendors, which management notes as a key risk.
Spectral Capital Corporation is pursuing a firm commitment public offering of 3,333,333 shares of common stock at an assumed price of $4.50 per share, with a 45‑day option for underwriters to buy up to 500,000 additional shares. Estimated net proceeds are about $13.2 million (or $15.27 million with full over-allotment), to fund working capital and expansion across its subsidiaries, product and intellectual property development, acquisition due diligence and general corporate purposes. The transaction will proceed only if the common stock is approved for listing on the Nasdaq Capital Market under the symbol “FCCN”.
The company has transitioned from a primarily research and IP focus into operating telecommunications and messaging businesses through the acquisitions of 42 Telecom Ltd. and Telvantis Voice Services, Inc., serving about 335 enterprise customers as of March 31, 2026. Unaudited pro forma combined results for 2025 show revenue of $267,088,688 and a net loss of $7,057,504, reflecting integration costs, amortization and contingent consideration effects.
Risks are substantial. Management discloses a working capital deficiency and states that these conditions raise substantial doubt about the ability to continue as a going concern, making the company dependent on new financing. Recent auditor changes, a withdrawn non‑reliance conclusion on prior financial statements, and a 2024 Form 10‑K/A correcting an earlier assessment of effective internal control highlight financial reporting and control weaknesses. The strategy also depends on successfully integrating acquisitions, commercializing complex AI and emerging quantum‑related technologies, and managing extensive data protection and telecommunications regulation; failure in any of these areas could materially affect results and the value of the common stock.
Spectral Capital Corporation, a Nevada-based technology-focused holding company, is registering shares of common stock in a reasonable best efforts primary offering, which it will complete only if its common stock is approved for listing on the Nasdaq Capital Market under the symbol FCCN.
The company has shifted from pure intellectual property development toward operating telecommunications and messaging businesses, including 42 Telecom Ltd. and Telvantis Voice Services, serving about 335 enterprise customers in the global data infrastructure market and aiming to embed artificial intelligence and advanced analytics across these platforms.
The disclosure highlights substantial risk factors: a working capital deficiency and historical losses that raise substantial doubt about continuing as a going concern, dependence on new financing, complex integration of recent acquisitions and AI initiatives, identified material weaknesses in internal control over financial reporting, and a heavily IP-driven strategy despite having no issued patents and very limited registered intellectual property.
Spectral Capital Corporation filed an amended annual report to correct its prior conclusion on internal controls. Management now states that disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2024 due to material weaknesses.
The company is repositioning as a deep quantum technology and “Quantum as a Service” platform, filing 104 patent applications in 2024 and developing more than 400 additional patentable inventions. Despite this activity, Spectral reported no revenue and a net loss of $3.27 million for 2024, with operating expenses rising sharply.
Cash was $107,475 at year-end against a working capital deficit and monthly operating costs of about $83,000, leading the auditor and management to highlight substantial doubt about the company’s ability to continue as a going concern. Management plans to fund operations through equity sales, related-party advances, and future licensing and software revenues.
SPECTRAL CAPITAL Corp filed a Form 3 identifying Chong Jeffery Howie as a director of the company. The filing does not report any insider transactions or holdings, and the transaction summary shows no shares bought, sold, acquired, disposed of, or otherwise transferred.
SPECTRAL CAPITAL Corp director Olga Nezerenko has filed an initial Form 3, which is the required statement of beneficial ownership for new insiders. The available data shows no reported transactions, no recorded stock purchases or sales, and no listed derivative positions in this filing snapshot.
Spectral Capital Corporation approved the issuance of 6,924,700 earn-out shares of common stock as additional consideration under its stock purchase agreement with Telvantis, Inc. after the 2026 performance milestones were achieved.
The new shares are allocated among Daniel Contreras, OTUS LLC, MEXEDIA DAC, and CODEVERSE LLC, with MEXEDIA DAC receiving 4,500,000 shares, or about 4.7% of the post-issuance shares. This brings total shares issued under the agreement to 7,924,700 of a 10,000,000-share maximum. The unregistered offering relied on the Section 4(a)(2) and Rule 506(b) private placement exemptions, with all recipients representing accredited investor status and agreeing to lock-up and “trickle-out” transfer restrictions.
SPECTRAL CAPITAL Corp disclosed that OTUS LLC, an entity solely owned and controlled by CFO Daniel Gilcher, now holds 1,041,000 shares of common stock. These shares were issued as Earn-Out Shares under a definitive stock purchase agreement tied to the acquisition of Telvantis Voice Services, Inc., with no cash consideration paid by Gilcher or OTUS LLC. The shares are subject to transfer restrictions, lock-up, trickle-out limits, a beneficial-ownership limitation, and a standstill under a Lock-Up and Trickle-Out Agreement dated May 22, 2026. Indirect holdings also include 400,000 shares held by Adama GmbH related to a prior acquisition, and Gilcher directly holds 175,000 shares of common stock.