Spectral Capital SEC Filings

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.

Spectral Capital Corporation reported its first full quarter including 42 Telecom and Telvantis, generating Q1 2026 revenue of $328,512k versus $0 a year earlier, almost entirely from U.S. voice services. Despite the revenue surge, gross profit was only $2,190k as cost of revenue reached $326,322k.

The company posted a net loss of $9,405k, driven in part by a $5,914k non-cash loss from remeasuring contingent consideration tied to its 2025 acquisitions. Cash and cash equivalents were $2,705k, while current liabilities of $340,498k exceeded current assets of $290,867k, creating a $49,631k working capital deficit ($8,878k excluding $40,753k of non-cash contingent consideration).

Management states there is substantial doubt about the company’s ability to continue as a going concern, citing recurring losses, limited cash, dependence on external financing, and heavy reliance on a receivables financing facility with Fasanara. Customer concentration is high, with three counterparties representing about 94% of Q1 2026 revenue and cost of revenue.

Spectral Capital Corporation filed its annual report describing a major shift from a research-focused tech incubator into an operating telecommunications and data-infrastructure platform. In 2025 it acquired 42 Telecom and Telvantis, adding international messaging and voice services that generate recurring revenue.

The company reported net income of $918,355 for 2025, driven largely by a non-cash gain of $3,387,266 on contingent consideration, and excluding this recorded a loss from operations of approximately $2,468,911. Total assets increased to $150.7 million, reflecting consolidation of acquisitions, while cash was $2.1 million.

Despite new scale, Spectral faces a working capital deficit of $42.6 million, or $7.7 million excluding contingent consideration expected to be settled in equity, and an accumulated deficit of $33.4 million. Two customers accounted for about 35.7% and 33.0% of 2025 revenue, and two suppliers, including a related party, represented 36.0% and 39.1% of cost of revenue, creating concentration risk.

Spectral Capital Corporation filed an amended Form 8-K to add full financial statements for its acquisition of Telvantis Voice Services, Inc. The amendment includes audited carved-out results for 2023–2024, unaudited nine-month 2025 figures, and detailed pro forma financials showing the combined business.

Telvantis generated total revenues of $215.4 million in 2023 and $22.5 million in 2024, with 2024 net income of $3.4 million$149.7 million in revenues and a $2.8 million net loss, reflecting heavy use of related-party financing and factoring facilities.

As of December 31, 2024, Telvantis had $42.2 million in assets, $38.1 million in liabilities, and equity of $4.1 million, with negative working capital of about $1.1 million. Management discloses a sharp revenue decline in 2024 tied to a halt in third-party working capital financing, followed by restructuring, new financing, and cost cuts that it believes support going-concern status.

The pro forma schedules illustrate how acquiring 100% of Telvantis, in exchange for 1.5 million Spectral shares at closing plus up to 8.5 million additional earn-out shares, could affect Spectral’s balance sheet and earnings if the deal had been in place earlier.