Spectral Capital SEC Filings

Spectral Capital Corporation reported signing a Binding Term Sheet to acquire 100% of the equity of Italian company Intermatica S.p.A. The proposed consideration is 5,000,000 shares of Spectral common stock at closing, subject to escrow, buy-back, standstill and minimum value protection provisions.

The Term Sheet also allows for issuance of up to an additional 5,000,000 shares as performance-based earn-out over a multi-year period, for a maximum of 10,000,000 shares in total. It further states that no Intermatica shareholder may beneficially own more than 4.9% of Spectral’s outstanding common stock at any time.

The transaction is conditioned on due diligence, including a potential PCAOB-qualified audit of Intermatica, negotiation and signing of a definitive stock purchase agreement, customary closing conditions, and board approvals. The company cautions there is no assurance that a definitive agreement will be executed or that the transaction will close.

Spectral Capital Corporation disclosed that it entered into a Definitive Stock Purchase Agreement to acquire 100% of Telvantis Voice Services, Inc., a Florida corporation. The consideration consists of up to 10,000,000 shares of Spectral common stock, including 1,500,000 shares issued at closing and up to 8,500,000 additional shares tied to revenue and operating profit milestones during fiscal year 2026.

The acquisition closed on December 31, 2025, and Telvantis Voice Services will be consolidated into Spectral’s financial statements from that date. All shares issued under the agreement are subject to a twelve‑month lock‑up, a 4.9% beneficial ownership cap, and other transfer restrictions, with additional earn‑out, minimum share value, rescission, and indemnification provisions. The company intends the transaction to qualify as a tax‑free reorganization and issued the closing shares as restricted securities in a private offering under Section 4(a)(2) and/or Regulation D.

Spectral Capital Corporation reported that its Board appointed Daniel Gilcher, age 39, as Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective January 3, 2026. He currently serves as Chief Financial Officer and a Director of Mexedia and previously held senior finance roles at Nuvo, bringing experience in going‑public transactions, mergers and acquisitions, and capital raising across equity, debt, and complex instruments.

The company highlighted his extensive academic background, including a Ph.D. in Empirical Finance, an MBA, and multiple advanced finance degrees, with research published in peer‑reviewed journals. In connection with the previously disclosed acquisition of 42 Telecom, Gilcher received 400,000 shares of Spectral Capital common stock as part of the transaction consideration on August 1, 2025, before his appointment as an executive officer. The shares were issued as deal consideration, not as compensation, the company received no cash proceeds, and the transaction was approved by the Board. The company plans to disclose his compensation arrangements in a later filing.

Spectral Capital Corporation reported a change in its board leadership structure. On December 27, 2025, the Board of Directors appointed Dr. Olga Nezerenko as an independent director. She brings more than 20 years of leadership experience in logistics, transport, and academic program development, along with a PhD in Economics and Business Administration from Tallinn University of Technology.

Dr. Nezerenko has led the Logistics Study Programme at the Estonian Entrepreneurship University of Applied Sciences since 2004, overseeing curriculum development, applied research supervision, and industry partnerships. She also participates in sector organizations, including the Estonian Logistics and Freight Forwarding Association and the Transport and Logistics Professional Chamber, which the company expects will add valuable strategic insight to the board.

Spectral Capital Corporation (FCCN) announced that its Board of Directors appointed Gottfried Werner as an independent director effective November 19, 2025. Werner’s background spans tax consulting, leadership at an international Swiss-based leasing company, and founding his own investment and consulting firm focused on impact investing, IT, telecommunications, media, entertainment, and human resources. He currently operates what is described as the largest independent telecommunications retail network in Germany, serves on multiple company boards, and owns a consulting firm that supports lobbying and business relations between German and English-speaking markets. This move expands the company’s board with additional international and sector-specific experience.

Spectral Capital Corporation reported its first meaningful operating revenue following the acquisition of 42 Telecom. For the quarter ended September 30, 2025, revenue was $3,139,246, generating gross profit of $710,367. The company recorded a quarterly net loss of $964,603 and a year‑to‑date net loss of $2,111,244.

The 42 Telecom deal closed on August 1, 2025, with 8,000,000 shares issued (valued at $18.4 million) and a preliminary contingent consideration of $2.3 million tied to performance‑based “Escrow Shares.” Intangible assets recognized were $14.75 million and goodwill $4.43 million. Cash and cash equivalents were $426,295 at quarter‑end, with negative working capital of about $2.4 million, and management disclosed that these conditions “raise substantial doubt” about the company’s ability to continue as a going concern. Shares outstanding were 76,094,216 as of September 30, 2025, and 77,104,216 as of November 14, 2025.

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.

Spectral Capital Corporation (FCCN) completed an asset acquisition and a financing. On October 15, 2025, the company acquired rights to twenty‑one patentable innovations related to native AI operating systems, FPGA optimization, and security/remote synchronization from Eliznikcomp OÜ. As consideration, Spectral issued 9,000,000 shares of common stock to Eliznikcomp’s shareholders at closing.

Concurrently, Spectral initiated a private placement under Section 4(a)(2) and Regulation D, offering up to 1,000,000 shares at $1.30 per share for potential gross proceeds of up to $1,300,000. The offering was made to accredited investors without general solicitation, with proceeds earmarked for general corporate and working capital purposes.

Spectral Capital Corporation filed an 8‑K/A (Amendment No. 1) to provide the required financial statements and pro forma information related to its completed acquisition of 42 Telecom, Ltd.

The acquisition, previously disclosed, involved issuing 8,000,000 Spectral common shares and placing an additional 8,000,000 shares into escrow, subject to earnout and performance milestones, making 42 Telecom a wholly owned subsidiary.

The amendment includes: audited consolidated financial statements of 42 Telecom as of December 31, 2024 and 2023, unaudited interim consolidated financial statements for the period ended June 30, 2025, and unaudited pro forma combined financial information as of June 30, 2025. Other disclosures from the original report remain unchanged.