Spectral targets Dec 19 Telvantis close; 42 Telecom $30M

Spectral Capital (FCCN) reported updates on two telecom assets.

Rhea-AI Filing Summary

Spectral Capital (FCCN) reported updates on two telecom assets. The company furnished a press release with preliminary, unaudited 2025 results from pending acquisition target Telvantis Voice Services and revenue guidance from recently acquired 42 Telecom Ltd.

Spectral expects to close the Telvantis acquisition on or about December 19, 2025, after which Telvantis will be a wholly owned subsidiary and consolidated from that date. 42 Telecom, acquired effective August 1, 2025, provided management guidance for approximately $30 million in 2025 revenue. Consistent with purchase accounting, only revenue generated after August 1, 2025 is included in Spectral’s 2025 consolidated results.

Insights

Equity capital markets analyst

Neutral: administrative update on M&A timing and guidance.

Spectral Capital outlines M&A integration milestones and unit-level expectations. The company targets closing the Telvantis deal on or about December 19, 2025, which would trigger consolidation from that date. This is a standard step that does not by itself change economics until closing occurs.

42 Telecom, acquired effective August 1, 2025, issued management guidance of approximately $30 million 2025 revenue. Under purchase accounting, only post‑close revenue from August 1, 2025 is included in 2025 reported results, so full‑year guidance at the subsidiary level won’t translate one‑for‑one into consolidated figures.

Key near‑term item is the Telvantis closing around December 19, 2025; actual contribution begins after consolidation. Subsequent disclosures may detail combined run‑rate and cost structure.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Spectral Capital (FCCN) announce in its 8-K?

It furnished a press release with preliminary, unaudited 2025 results for Telvantis and revenue guidance from 42 Telecom, and outlined expected Telvantis closing timing.

When is the Telvantis acquisition expected to close for FCCN?

Spectral expects to close on or about December 19, 2025, subject to customary closing conditions.

What revenue guidance did 42 Telecom provide under Spectral (FCCN)?

42 Telecom provided management guidance indicating expected $30 million in 2025 revenue.

From what date will 42 Telecom’s revenue be included in Spectral’s 2025 results?

Only revenue generated after the closing date of August 1, 2025 is included in Spectral’s 2025 consolidated financial statements.

Will Telvantis be consolidated into Spectral’s financials?

Yes. After closing, Telvantis will become a wholly owned subsidiary and its results will be consolidated beginning on that date.

Is the press release in the 8-K considered filed or furnished?

It is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/06/2025 - 11:02 AM Learn about SEC filing dates

0001131903 false 0001131903 2025-11-06 2025-11-06

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):  

November 6, 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 7.01 – Regulation FD Disclosure

On November 6, 2025, Spectral Capital Corporation (the “Company”) issued a press release announcing preliminary, unaudited 2025 results reported by its pending acquisition target, Telvantis Voice Services, Inc., and revenue guidance provided by its recently acquired subsidiary, 42 Telecom Ltd. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

Item 8.01 – Other Events

Spectral expects to close the previously announced acquisition of Telvantis Voice Services, Inc. on or about December 19, 2025, subject to customary closing conditions. Following closing, Telvantis will become a wholly owned subsidiary, and its results will be consolidated into Spectral’s financial statements beginning on that date.

42 Telecom Ltd., acquired effective August 1, 2025, has provided management guidance indicating expected 2025 revenue of approximately $30 million. Consistent with U.S. GAAP purchase-accounting standards, only revenues generated after the closing date of August 1, 2025, are included in Spectral’s 2025 consolidated financial statements.

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
99.1		Press Release dated November 6, 2025.

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: November 6, 2025	By:	/s/ Jenifer Osterwalder
	Name:	Jenifer Osterwalder
	Title:	Chief Executive Officer, President