Spectral Capital (OTC: FCCN) plans Telvantis buyout with 10M-share earn-out deal

Rhea-AI Filing Summary

Spectral Capital Corporation entered into a binding term sheet to acquire 100% of the capital stock of Telvantis Voice Services, Inc., a Florida corporation. The all-stock consideration totals 10,000,000 shares of Spectral common stock, including 1,500,000 initial shares issued at closing and up to 8,500,000 additional earn-out shares tied to performance milestones.

Telvantis shareholders may receive the earn-out shares if Telvantis reaches specified 2026 operating profit or revenue milestones, including $10,000,000 in annualized operating profit or $665,000,000 in annualized revenue at comparable margins. The shares will be subject to a 12-month lock-up period, which may be extended or canceled depending on whether these milestones are met.

Closing is subject to customary conditions, including due diligence, delivery of audited U.S. GAAP financial statements audited by a PCAOB-registered firm, and board approvals for both companies. The parties intend to negotiate a definitive stock purchase agreement, and Spectral’s common stock trades on the OTC under the symbol FCCN.

Insights

M&A and small-cap strategy analyst

Spectral signs a stock-based deal to buy Telvantis, with large earn-out tied to ambitious 2026 profit or revenue targets.

The agreement has Spectral acquiring 100% of Telvantis through 10,000,000 Spectral common shares, split into 1,500,000 shares at closing and up to 8,500,000 additional earn-out shares. Tying most of the consideration to future milestones aligns a large part of the purchase price with Telvantis’ actual operating performance in 2026.

The earn-out is based on Telvantis achieving either $10,000,000 in annualized operating profit or $665,000,000 in annualized revenue at comparable margins, which sets explicit financial hurdles. All consideration shares are subject to a 12‑month lock-up, with the term sheet allowing extension or cancellation if milestones are not met, helping manage near-term share overhang from the sellers.

Closing still depends on completion of due diligence, delivery of U.S. GAAP audited financials by a PCAOB-registered firm, and board approvals for both parties, so the transaction is not yet finalized. Subsequent company disclosures around the definitive stock purchase agreement and Telvantis’ audited results will be key to understanding the eventual structure and financial contribution of the combined business.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  

September 30, 2025

SPECTRAL CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-50274	51-0520296
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Fifth Avenue, Suite 4200 Seattle, WA		98104
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		(206) 262 - 7799

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

INTRODUCTORY NOTE

Unless the context otherwise requires, “we,” “us,” “our,” “Spectral” and the “Company” refer to Spectral Capital Corporation, Inc., a Nevada corporation and its consolidated subsidiaries following the Closing (as defined below).

Item 1.01. Entry into a Material Definitive Agreement.

On September 29, 2025, Spectral Capital Corporation (“Spectral”) entered into a binding term sheet with Telvantis Voice Services, Inc. (“Telvantis”), a Florida corporation, pursuant to which Spectral will acquire 100% of the issued and outstanding capital stock of Telvantis (the “Transaction”).

Pursuant to the term sheet:

·The consideration consists of 10,000,000 shares of common stock of Spectral, including: 

o1,500,000 initial shares issued at closing; and 

oup to 8,500,000 additional earn-out shares, subject to performance milestones. 

·Telvantis shareholders may earn the additional shares if Telvantis achieves certain 2026 operating profit and/or revenue milestones, including: 

o$10,000,000 annualized operating profit, or 

o$665,000,000 in annualized revenue at comparable margins. 

·Shares will be subject to a 12-month lock-up period, with potential extension or cancellation if performance milestones are not met. 

·Closing of the Transaction is subject to customary conditions, including: 

ocompletion of due diligence, 

odelivery of audited financial statements prepared under U.S. GAAP and audited by a PCAOB-registered accounting firm, and 

oboard approvals of both parties. 

The term sheet is binding and enforceable upon execution, and the parties intend to negotiate and enter into a definitive stock purchase agreement and related documents.

The common stock trades on the OTC under the symbol “FCCN.”

Cautionary Note Regarding Forward-Looking Statements

This Report includes statements that express Spectral’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report (including in information that is incorporated by reference into this Report) and include statements regarding Spectral’s intentions, beliefs or current expectations concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, and strategies of Spectral and the markets in which Spectral operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Spectral.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Binding Term Sheet dated September 29, 2025, by and among Spectral Capital Corporation and Telvantis Voice Services Inc.
99.1		Press Release issued by Spectral Capital on October 1, 2025.
104		Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPECTRAL CAPITAL CORPORATION
Date: October 1, 2025	By:	/s/ Jenifer Osterwalder
	Name:	Jenifer Osterwalder
	Title:	Chief Executive Officer, President

FAQ

What transaction did Spectral Capital Corporation (FCCN) announce in this 8-K?

Spectral Capital Corporation disclosed a binding term sheet to acquire 100% of the issued and outstanding capital stock of Telvantis Voice Services, Inc., a Florida corporation, in an all-stock transaction.

How much is Spectral Capital paying to acquire Telvantis and in what form?

The consideration totals 10,000,000 shares of Spectral common stock, consisting of 1,500,000 initial shares issued at closing and up to 8,500,000 additional earn-out shares tied to performance milestones.

What performance milestones trigger the Telvantis earn-out shares in the Spectral (FCCN) deal?

Telvantis shareholders may earn the additional Spectral shares if Telvantis achieves specified 2026 operating profit and/or revenue milestones, including $10,000,000 in annualized operating profit or $665,000,000 in annualized revenue at comparable margins.

Are the Spectral shares issued in the Telvantis acquisition subject to any lock-up?

Yes. The Spectral common shares issued as consideration will be subject to a 12-month lock-up period, with the possibility of extension or cancellation depending on whether Telvantis meets the agreed performance milestones.

What conditions must be satisfied before Spectral’s acquisition of Telvantis can close?

Closing is subject to completion of due diligence, delivery of audited financial statements prepared under U.S. GAAP and audited by a PCAOB-registered firm, and board approvals from both Spectral and Telvantis.

Is the Telvantis acquisition by Spectral already definitive or still in negotiation?

The parties have entered into a binding term sheet and intend to negotiate and sign a definitive stock purchase agreement and related documents, so certain deal details remain to be finalized.

On which market does Spectral Capital’s common stock trade and under what symbol?

Spectral Capital’s common stock trades on the OTC under the symbol FCCN.