CFO-owned OTUS LLC receives 1,041,000 FCCN Earn-Out Shares in deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Gilcher Daniel
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 1,041,000 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,041,000 shares (Indirect, By OTUS LLC);
Common Stock — 175,000 shares (Direct)
Footnotes (1)
- The reported shares were issued by the Issuer as Earn-Out Shares under the Definitive Stock Purchase Agreement dated December 29, 2025, by and between the Issuer and Telvantis, Inc. (formerly Raadr, Inc.), as additional consideration for the Issuer's acquisition of Telvantis Voice Services, Inc., which closed effective December 31, 2025. The shares were issued pursuant to a Direction of Issuance delivered by Telvantis, Inc. as Seller, designating OTUS LLC as a recipient. No cash consideration was paid by the reporting person or by OTUS LLC for the shares. The shares are subject to the transfer restrictions, lock-up, trickle-out, beneficial-ownership limitation, and standstill set forth in a Lock-Up and Trickle-Out Agreement dated May 22, 2026, between the Issuer and OTUS LLC. The reported shares are held of record by OTUS LLC, a Florida limited liability company of which the reporting person is the sole owner and control person. The reporting person disclaims beneficial ownership of the shares held by OTUS LLC except to the extent of his pecuniary interest therein. The reporting person is the sole owner and control person of Adama GmbH. The 400,000 shares held by Adama GmbH were issued as acquisition consideration in connection with the Issuer's acquisition of 42 Telecom Ltd. on August 1, 2025, and were previously reported on the reporting person's Form 3 filed March 12, 2026.
Key Figures
Earn-Out Shares issued to OTUS LLC: 1,041,000 shares
Shares held by OTUS LLC after transaction: 1,041,000 shares
Shares held by Adama GmbH: 400,000 shares
+5 more
8 metrics
Earn-Out Shares issued to OTUS LLC
1,041,000 shares
Additional consideration for Telvantis Voice Services, Inc. acquisition; no cash consideration
Shares held by OTUS LLC after transaction
1,041,000 shares
Common stock, held of record by OTUS LLC, indirectly linked to CFO
Shares held by Adama GmbH
400,000 shares
Issued as acquisition consideration for 42 Telecom Ltd. on August 1, 2025
Direct holdings by Daniel Gilcher
175,000 shares
Common stock held directly following the reported transactions
Restructuring shares
1,041,000 shares
Classified as other acquisition or disposition (Code J) in Form 4 summary
Telvantis acquisition closing date
December 31, 2025
Effective closing date of Telvantis Voice Services, Inc. acquisition
Definitive agreement date
December 29, 2025
Date of stock purchase agreement for Telvantis Voice Services, Inc.
Lock-Up Agreement date
May 22, 2026
Date of Lock-Up and Trickle-Out Agreement with OTUS LLC
Key Terms
Earn-Out Shares, Lock-Up and Trickle-Out Agreement, beneficial ownership, pecuniary interest, +1 more
5 terms
Lock-Up and Trickle-Out Agreement regulatory
"The shares are subject to the transfer restrictions, lock-up, trickle-out, beneficial-ownership limitation, and standstill set forth in a Lock-Up and Trickle-Out Agreement"
beneficial ownership financial
"The reporting person disclaims beneficial ownership of the shares held by OTUS LLC except to the extent of his pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the shares held by OTUS LLC except to the extent of his pecuniary interest therein"
standstill regulatory
"The shares are subject to the transfer restrictions, lock-up, trickle-out, beneficial-ownership limitation, and standstill set forth in a Lock-Up and Trickle-Out Agreement"
A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.
FAQ
What insider transaction did SPECTRAL CAPITAL (FCCN) report for CFO Daniel Gilcher?
SPECTRAL CAPITAL reported that OTUS LLC, solely owned by CFO Daniel Gilcher, holds 1,041,000 Earn-Out Shares of common stock. These were issued as additional consideration for acquiring Telvantis Voice Services, Inc., with no cash paid by Gilcher or OTUS LLC.