FCCN 8-K/A
SPECTRAL CAPITAL Corp (FCCN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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. ☐
SPECTRAL CAPITAL CORPORATION
EXPLANATORY NOTE
On January 5, 2026, Spectral Capital Corporation (the "Company") filed a Current Report on Form 8-K (the "Original 8-K") to report, among other things, (i) the entry into a Definitive Stock Purchase Agreement (the "Purchase Agreement") with Telvantis, Inc. ("Seller") pursuant to which the Company agreed to acquire 100% of the issued and outstanding shares of Telvantis Voice Services, Inc. (the "Acquired Company"), and (ii) the completion of the acquisition effective December 31, 2025. At the time of the filing of the Original 8-K, the financial statements of the Acquired Company required by Item 9.01 and the pro forma financial information required by Article 11 of Regulation S-X were not yet available.
This Amendment No. 1 on Form 8-K/A (this "Amendment") amends and supplements the Original 8-K to include (i) the historical audited carved out combined financial statements of the Acquired Company for the years ended December 31, 2024 and 2023, as required by Rule 3-05 of Regulation S-X, (ii) the unaudited carved out combined financial statements of the Acquired Company as of and for the nine months ended September 30, 2025 and 2024, and (iii) the unaudited pro forma condensed combined financial information as required by Article 11 of Regulation S-X. Except as set forth herein, no other modifications are being made to the Original 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited carved out combined financial statements of Telvantis Voice Services, Inc. for the years ended December 31, 2024 and 2023, including the report of the independent registered public accounting firm, HTL International, LLC, are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference.
The carved out combined financial statements include:
Report of Independent Registered Public Accounting Firm
Carved Out Combined Balance Sheets as of December 31, 2024 and 2023
Carved Out Combined Statements of Operations and Income for the Years Ended December 31, 2024 and 2023
Carved Out Combined Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2024 and 2023
Carved Out Combined Statements of Cash Flows for the Years Ended December 31, 2024 and 2023
Notes to the Carved Out Combined Financial Statements
The unaudited carved out combined financial statements of Telvantis Voice Services, Inc. as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024, including the related notes, are filed as Exhibit 99.2 to this Amendment and are incorporated herein by reference.
The unaudited carved out combined financial statements include:
Carved Out Combined Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 (Audited)
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SPECTRAL CAPITAL CORPORATION
Carved Out Combined Statements of Operations for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)
Carved Out Combined Statements of Changes in Stockholders' Equity for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)
Carved Out Combined Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)
Notes to the Carved Out Combined Financial Statements
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information giving effect to the acquisition of Telvantis Voice Services, Inc. is filed as Exhibit 99.3 to this Amendment and is incorporated herein by reference.
The unaudited pro forma condensed combined financial information includes a pro forma condensed combined balance sheet as of September 30, 2025 and pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024, reflecting the acquisition as if it had occurred on January 1, 2024 (for the income statements) and on September 30, 2025 (for the balance sheet), together with the related notes.
(d) Exhibits.
Exhibit No. | Description |
2.1 | |
99.1 | Audited Carved Out Combined Financial Statements of Telvantis Voice Services, Inc. for the Years Ended December 31, 2024 and 2023, including the Report of HTL International, LLC |
99.2 | Unaudited Carved Out Combined Financial Statements of Telvantis Voice Services, Inc. as of September 30, 2025 and for the Nine Months Ended September 30, 2025 and 2024 |
99.3 | Unaudited Pro Forma Condensed Combined Financial Information |
104 | Cover Page Interactive Data (embedded within the Inline XBRL document) |
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SPECTRAL CAPITAL CORPORATION
Cautionary Note Regarding Forward-Looking Statements
This Amendment 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 Amendment 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. Factors that may impact such forward-looking statements include the Company's ability to successfully integrate the Acquired Company, realize expected synergies, and achieve the performance milestones specified in the Purchase Agreement. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
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SPECTRAL CAPITAL CORPORATION
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 |
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Date: March 17, 2026 | By: /s/ Jenifer Osterwalder |
| Name: Jenifer Osterwalder |
| Title: President and Chief Executive Officer |
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TELVANTIS VOICE SERVICES, INC.
CARVED OUT COMBINED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2024 AND 2023
TELVANTIS VOICE SERVICES, INC.
CARVED OUT COMBINED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2024 AND 2023
TABLE OF CONTENTS
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CARVED OUT COMBINED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY | 6 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Telvantis Voice Services Inc.
Opinion on the Carved Out Combined Financial Statements
We have audited the accompanying carved out combined balance sheets of Telvantis Voice Services Inc. (the “Company”) as of December 31, 2024 and 2023, and the related carved out combined statements of operations and income, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024 and the related notes (collectively referred to as the “carved out combined financial statements”). In our opinion, the carved out combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These carved out combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the carved out combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the carved out combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the carved out combined financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ HTL International, LLC
We have served as the Company’s auditor since 2025.
Houston, TX
December 31, 2025
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TELVANTIS VOICE SERVICES, INC.
CARVED OUT COMBINED BALANCE SHEETS
| December 31, | |
| 2024 | 2023 |
Assets |
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Current assets: |
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Cash and cash equivalents | $47,890 | $24,303 |
Accounts receivable, net | 30,976,263 | 30,895,059 |
Other current assets | 3,420 | 8,668 |
Total Current Assets | 31,027,573 | 30,928,030 |
Non-current assets: |
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Deferred tax asset | - | - |
Intangible assets, net | 9,517,800 | 10,646,900 |
Goodwill | 1,610,261 | 1,610,261 |
Total Assets | 42,155,634 | 43,185,191 |
Liabilities and Equity |
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Current liabilities: |
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Accounts payable and accrued expenses | 30,669,928 | 36,117,779 |
Income taxes payable | 534,081 | 528,341 |
Loan payable | 900,000 | - |
Other current liabilities | 1,153 | 155,767 |
Total Current Liabilities | 32,105,162 | 36,801,887 |
Non-current liabilities: |
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Due to related parties | 5,978,704 | 5,675,040 |
Total Liabilities | 38,083,866 | 42,476,927 |
Commitments and contingencies (Note 11) |
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Equity: |
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Common stock | 100 | 100 |
Retained earnings | 4,071,668 | 708,164 |
Total Equity | 4,071,768 | 708,264 |
Total Liabilities and Equity | 42,155,634 | 43,185,191 |
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See accompanying notes to the Carved Out Combined Financial Statements.
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TELVANTIS VOICE SERVICES, INC.
CARVED OUT COMBINED STATEMENTS OF OPERATIONS AND INCOME
| For the Years Ended December 31, | |
| 2024 | 2023 |
Revenues: |
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Revenues | $22,172,495 | $201,103,887 |
Revenues from Related Parties | 309,238 | 14,249,038 |
Total Revenues | 22,481,733 | 215,352,925 |
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Operating Expenses: |
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Costs of revenues | 22,053,041 | 204,568,894 |
Costs of revenues from Related Parties | 317,134 | 3,169,183 |
Total cost of revenues | 22,370,175 | 207,738,077 |
General and administrative | 715,704 | 1,086,992 |
Sales and marketing | 374,683 | 1,581,697 |
Amortization expense | 1,129,100 | 1,129,100 |
Total Operating Expenses | 24,589,662 | 211,535,866 |
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Income (Loss) from Operations | (2,107,929) | 3,817,059 |
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Interest expense | (38,020) | (1,928,631) |
Other income (expense) | 5,515,193 | (492,804) |
Income (Loss) before income taxes | 3,369,244 | 1,395,624 |
Income tax expense | 5,740 | 528,341 |
Net Income (Loss) | 3,363,504 | 867,283 |
See accompanying notes to the Carved Out Combined Financial Statements.
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TELVANTIS VOICE SERVICES, INC.
CARVED OUT COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Common Stock | Retained Earnings | Total Equity | |
| Units | Amount |
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Balance at December 31, 2022 | 100 | $100 | $(159,119) | $(159,019) |
Net income |
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| 867,283 | 867,283 |
Balance at December 31, 2023 | 100 | 100 | 708,164 | 708,264 |
Net income |
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| 3,363,504 | 3,363,504 |
Balance at December 31, 2024 | 100 | 100 | 4,071,768 | 4,071,768 |
See accompanying notes to the Carved Out Combined Financial Statements.
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TELVANTIS VOICE SERVICES, INC.
CARVED OUT COMBINED STATEMENTS OF CASH FLOWS
| For the Years Ended | |
| 2024 | 2023 |
Cash Flows from Operating Activities |
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Net income | $3,363,504 | $867,283 |
Adjustments to reconcile net income to net cash flows from operating activities: |
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Amortization | 1,129,100 | 1,129,100 |
Allowance for credit losses | 263,693 | 492,804 |
Write-off accounts receivable | 268,582 | 87,241 |
Changes in operating assets and liabilities: |
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Changes in accounts receivable | (613,480) | 30,005,882 |
Changes in other current assets | 5,248 | 1,896,869 |
Changes in accounts payable and accrued expenses | (5,447,851) | (38,923,834) |
Changes in other current liabilities | (154,614) | 122,433 |
Changes in income taxes payable | 5,740 | 528,341 |
Changes in related party balances | 303,665 | 82,652 |
Net Cash (used in) provided by Operating Activities | (876,413) | (3,711,229) |
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Cash Flows from Investing Activities |
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Cash from acquisition of subsidiaries, net of cash paid | - | 1,171,875 |
Collection of loan receivable | - | 2,538,390 |
Net Cash used in Investing Activities | - | 3,710,265 |
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Cash Flows from Financing Activities |
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Proceeds from borrowings | 900,000 | - |
Net Cash provided by Financing Activities | 900,000 | - |
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Net Increase (Decrease) in Cash and Cash Equivalents | 23,587 | (964) |
Cash and Cash Equivalents, Beginning of Period | 24,303 | 25,267 |
Cash and Cash Equivalents, End of Year | $47,890 | $24,303 |
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Supplemental disclosure of cash flow information |
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Cash paid for interest | - | $1,925,620 |
Cash paid for taxes | $27,282 | - |
Net liabilities acquired in acquisition | - | $2,782,136 |
See accompanying notes to the Carved Out Combined Financial Statements.
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NOTE 1. BUSINESS AND BASIS OF PRESENTATION
Telvantis Voice Services Inc. (“Telvantis Voice Services” or the “Company”) is a corporation organized in 2020 in the state of Florida. The Company formerly did business as Mexedia Inc.. Telvantis Voice Services’ organizational structure consists of the following 100% owned subsidiaries: Mexedia DAC (an Ireland corporation outside of the scope of this financial statement), Phonetime, Inc. (“Phonetime”), and Matchcom Telecommunications, Inc. (“Matchcom”), together the “US Subsidiaries”. On January 1, 2023, Telvantis Voice Services acquired all the shares of Phonetime and Matchcom. Telvantis Voice Services provides technology products and services to the telecommunication industry. Telvantis Voice Services specializes in voice traffic solutions, supporting businesses with reliable and efficient telecommunications services. The Company leverages advanced technologies to deliver seamless voice connectivity tailored to client needs.
The Company has historically operated as 100% subsidiary of Telvantis Inc. (“Parent”) and not as a standalone company. The accompanying carved out combined financial statements represent the historical voice services operations of the Company and its US Subsidiaries (but excluding its Irish voice services subsidiary Mexedia DAC) and have been derived from Parent’s historical accounting records. The carve-out financial statements are prepared in accordance with US GAAP. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company and its US Subsidiaries are included in the financial statements. All significant transactions between the Company and Parent as well as between Company and its Irish subsidiary have been included in the accompanying carved out carved out combined financial statements. All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying carved out combined financial statements.
Principles of Consolidation
The accompanying carved out carved out combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates include but are not limited to revenue recognition and intangible asset amortization periods.
Management believes that the estimates, and judgments upon which it relies, are reasonable based upon information available to the Company at the time that these estimates and judgments were made. Actual results experienced by the Company may differ from management’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial statements will be affected.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As of December 31, 2024, the Company has retained earnings of $4.1 million but negative working capital of $1.1 million. In addition, during the year ended December 31, 2024 the Company generated negative cash flows from operating activities of $0.9 million primarily due to a decrease of accounts payable of $5.4 million. The Company believes that based on its current operating plan, its current financial resources will enable it to fund its operating expenses and capital expenditure requirements for at least 12 months following the issuance date of the financial
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statements. The Company‘s revenues in fiscal year 2024 declined sharply due to a sudden and unexpected halt of its third-party working capital financing in early 2024. This led to an effective halt in sales activity while the Company‘s Management worked on resolving the matter. The Company successfully restructured the existing funding instrument and obtained additional working capital financing towards the end of 2024. The Company also substantially reduced its overhead throughout the year and now operates on a much leaner spending base. The Company‘s revenues have since then recovered sharply and continue to recover together with profitability. As a result, Management believes the Company will be able to meet its operational cash flow needs. Additionally, the Company is working to possibly increase its cash and capital position through the offering of equity.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Segment Reporting
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments enhance disclosures related to reportable segments, including additional information about significant segment expenses regularly provided to the chief operating decision maker.
The Company operates and manages its business as one reportable and operating segment, which is the business of providing technology products and services to the telecommunication industry. The Company’s chief executive officer, who is the chief operating decision maker, or CODM, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance.
The CODM also reviews certain financial results included in the segment income (loss) from operations which is reported on the consolidated statements of operations as net income (loss). The measure of segment assets is reported on the balance sheets as total assets. The Company does not distinguish further between markets or other segments for the purpose of internal reporting. Refer to the Company’s primary financial statements for the segment information.
Foreign Currency
The Company’s functional currency is the US Dollar. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. Bank overdrafts are shown within other current liabilities.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount less an allowance for credit losses that are not expected to be recovered. The Company records an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to consider current market conditions and the Company’s customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts monthly. Uncollectable balances are written off after all collection efforts have ceased. The Company adopted Accounting Standards Codification Topic 326, Financial Instruments—Credit Losses (“CECL”),
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which requires the recognition of expected credit losses over the contractual life of accounts receivable. The allowance for credit losses represents management’s estimate of expected losses based on historical experience, current conditions, and reasonable and supportable forecasts.
Intangible fixed assets other than goodwill
Intangible fixed assets acquired separately from a business are recognized at cost and are subsequently measured at cost less accumulated amortization and accumulated impairment losses.
Intangible assets acquired on business combinations are recognized separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortization is recognized so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Customer relationships | Over 10 years |
Trade names | Over 15 years |
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment charges related to long-lived assets recognized during the years ended December 31, 2024 and 2023.
Goodwill
Goodwill represents the excess of consideration transferred over the estimated fair value of net assets acquired in business combinations accounted for by the acquisition method. Goodwill and certain intangible assets are presumed to have indefinite useful lives and are thus not amortized, but subject to an impairment test annually or more frequently if indicators of impairment arise. The Company completes the annual goodwill and indefinite-lived intangible asset impairment tests at the end of each fiscal year. To test for goodwill impairment, the Company may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit, of which the Company has two, is less than its carrying value. If impairment is indicated in the qualitative assessment, or, if management elects to initially perform a quantitative assessment of goodwill, the impairment test uses a one-step approach. The fair value of a reporting unit is compared with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.
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Changes in future results, assumptions, and estimates after the measurement date may lead to an outcome where additional impairment charges would be required in future periods. Specifically, actual results may vary from the Company’s forecasts and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where the conclusions may differ in reflection of prevailing market conditions. Further, continued adverse market conditions could result in the recognition of additional impairment if the Company determines that the fair values of its reporting units have fallen below their carrying values.
Accounts Payable
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are invoiced and unpaid. Trade payables are presented as current liabilities unless payment is not due within 12 months after the reporting period, in which case, they will be presented as non-current liability.
Loans Payable
Loans payable are initially recognized at their fair value, which typically equals the loan proceeds, net of direct issuance cost. Subsequently the loans are measured at their amortized cost calculated using the effective interest method.
Offsetting
Offsetting is a debtor’s right, by contract or otherwise, to settle and otherwise eliminate all or a portion of an amount due to a creditor by applying against that amount, an amount due from the creditor. Two conditions must exist for an entity to offset a financial liability, the entity must have both the intent and legally enforceable right to offset.
Fair Value of Financial Instruments
The fair value of a financial instrument is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Assets and liabilities subject to ongoing fair value measurement are categorized and disclosed into one of the three categories depending on observable or unobservable inputs employed in the measurement. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows:
Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3: Unobservable inputs that are supported by little or no market activity that are significant to the fair value of the assets or liabilities and that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
The carrying amount of cash equivalents approximates fair value because they are highly liquid and their maturity is less than three months. The Company has no other financial instruments measured at fair value on a recurring basis.
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Equity
Common stock issued by the Company are recorded at the proceeds received. Dividends payable on equity are recognized as liabilities once they are no longer at the discretion of the Company.
Revenues
The Company derives its revenues primarily from sale of voice and text termination services and operates as the intermediary operator between telephone users using VoIP technology (Voice over Internet Protocol). Revenues are generated through the duration of telephone traffic between telephone carrier customers calculated on a minute-by-minute basis.
Revenues are recognized when it satisfies performance obligations under the terms of its contracts, by transferring control of the delivered service to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied.
For transactions that include third-party providers, we evaluate whether we are the principal or as the agent with respect to the services provided to the customer. We evaluate whether the facts and circumstances of the arrangement indicate that the services were controlled by us prior to transferring them to the customer, by considering various factors including whether we are primarily responsible for fulfillment, bear risk of loss and have discretion over pricing.
Revenues from voice minutes and text segments provided to customers is recognized over time based on the number of minutes or segments, respectively, provided during the reporting period, when the Company has the right to invoice the customer, in the amount to which it has a right to invoice.
Costs of Revenues
Costs of subscriptions revenue primarily consists of costs of network capacity purchased from third-party telecommunications providers, network operations, costs to build out and maintain data centers, including co-location fees for the right to place the Company’s servers in data centers owned by third parties, depreciation of the servers and equipment, along with related utilities and maintenance costs, amortization of acquired technology related intangible assets, personnel costs associated with customer care and support of the functionality of the Company’s platform and data center operations and allocated costs of facilities and information technology. Costs of subscriptions revenue is expensed as incurred.
Business Combinations
The Company accounts for business combinations using the acquisition method. The Company recognizes the acquired identifiable assets and liabilities at their acquisition-date fair values. The excess of the fair value of consideration transferred over the fair values of. these identifiable assets and liabilities is recorded as goodwill. As required, preliminary fair values are determined upon acquisition, with the final determination of the fair values being completed within the measurement period, which shall not exceed one year from the date of acquisition. The valuation of acquired assets and assumed liabilities requires significant judgment and estimates, especially with respect to intangible assets. The valuation of intangible assets requires that the Company use valuation techniques such as the income approach. The income approach includes the use of a discounted cash flow model, which includes discounted
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cash flow scenarios and requires significant estimates such as future expected revenue, expenses, capital expenditures and other costs, and discount rates. The Company estimates the fair value based upon assumptions that management believes to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Acquisition-related costs are recognized separately from the business combination and are expensed as incurred.
Income Taxes
The tax expense represents the sum of the tax currently payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred Tax
Deferred tax liabilities are generally recognized for all timing differences and deferred tax assets are recognized to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognized if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realized. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Uncertain Tax Positions
The Company’s accounting for uncertain tax positions includes the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Accordingly, as needed, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.
13 | Page
Recently Issued Accounting Pronouncements, Not Adopted by the Company
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.
In November 2024, the FASB issued ASU No. 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03)”. The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning the year ended December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.
Note 3. Accounts receivable
Accounts receivable consisted of the following:
| For the Years Ended December 31, | |
| 2024 | 2023 |
Accounts receivable | $31,732,760 | $31,387,863 |
Allowance for credit losses | (756,497) | (492,804) |
Accounts receivable, net | 30,976,263 | 30,895,059 |
Allowance for credit losses for the years ended December 31, 2024 and 2023 was $263,693 and $492,804 respectively. Accounts receivable write-off expense for the years ended December 31, 2024 and 2023 was $268,582 and $87,241 respectively. Management performed an assessment on the likelihood of collection for each overdue receivable, following the Company‘s policy. The Company believes this to be a conservative and responsible approach considering the Company‘s financial results in fiscal year 2024.
Note 4. Intangible assets
Intangible assets consisted of the following:
| For the Years Ended December 31, |
| |
| 2024 | 2023 | Remaining Life |
Customer relationships | 10,321,000 | 10,321,000 | 8 |
Trade names | 1,455,000 | 1,455,000 | 13 |
Total intangible assets | 11,776,000 | 11,776,000 |
|
Less accumulated amortization | (2,258,200) | (1,129,100) |
|
Total intangible assets, net | 9,517,800 | 10,646,900 |
|
Amortization expense for the years ended December 31, 2024 and 2023 was $1.1 million and $1.1 million, respectively. For the succeeding 5 years, amortization expense relating to intangible assets are $1.1 million in 2025, $1.1 million in 2026, $1.1 million in 2027, $1.1 million in 2028, and $1.1 million in 2029.
14 | Page
Note 5. Goodwill
Goodwill consisted of the following:
| For the Years Ended December 31, | |
| 2024 | 2023 |
Balance, beginning of period | $1,610,261 | $- |
Additions due to business combinations | - | 1,610,261 |
Balance, end of period | 1,610,261 | 1,610,261 |
There was no impairment recognized against goodwill at the beginning or end of the periods presented.
Note 6. Revenues
Revenues consisted of the following:
| For the Years Ended December 31, | |
| 2024 | 2023 |
Voice | $20,480,255 | $213,524,709 |
SMS | 2,001,478 | 1,828,216 |
Total revenues | 22,481,733 | 215,352,925 |
Note 7. Loans Payable
In December 2024, the Company entered into a facility agreement with Fasanara Securitisation S.A. (“Fasanara” or the “Purchaser”). Fasanara loaned $900,000 in December 2024 at a stated annual interest rate of 13%. Principal and accrued interest are due on February 21, 2025. As of December 31, 2024, the Company has not accrued interest related to this loan.
Note 8. Business Combinations
Acquisition of Phonetime and Matchcom
In January 2023, Mexedia Inc acquired all of the outstanding shares of Phonetime, Inc. and Matchcom Telecommunications, Inc. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The initial aggregate purchase consideration on the date of acquisition was $3,000,000. Subsequent to the acquisition date, but during the measurement period, management became aware that certain account receivables that were contingent on the final payment of $2,500,000 were not collected. As a result, management believes Mexedia Inc is not entitled to make that payment based on the terms of the contract. Additionally, management believes the second payment of $250,000, due twelve months after closing, is also not due since it was tied to the collection of the same receivables. Therefore, management has adjusted the consideration due and the related goodwill amount to account for foregoing these payments. As a result, the final purchase price after measurement period adjustments is $250,000.
15 | Page
Fair value of assets acquired and liabilities assumed are as follows:
Customer relations | $ | 10,321,000 |
Goodwill |
| 1,610,261 |
Tradenames |
| 1,455,000 |
Total intangible assets |
| 13,386,261 |
|
|
|
Cash |
| 1,421,875 |
Accounts Receivable |
| 61,480,985 |
Prepaids expenses and other current assets |
| 1,902,492 |
Accounts payable and accrued expenses |
| (75,041,613) |
Due to related parties |
| (2,900,000) |
Total net working capital |
| (13,136,261) |
|
|
|
Purchase price |
| 250,000 |
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired and primarily reflects the value of expected synergies arising from the acquisition, including opportunities to expand the Company’s service offerings, future economic benefits from the assembled workforce, and anticipated cost efficiencies and operational synergies. Goodwill also includes the value of intangible assets that do not qualify for separate recognition under U.S. GAAP. The goodwill recognized was recorded on the historical balance sheet of the acquired company and was carried forward as part of the acquisition accounting. None of the goodwill recognized is expected to be deductible for income tax purposes.
Note 9. Equity
As of December 31, 2024, the Company is authorized to issue 100 shares of $1 par value common stock entitled to one vote per share on each matter submitted to a vote of shareholders. As of December 31, 2024, the Company has 100 issued and outstanding shares.
Note 10. Income Taxes
The federal and state income tax provision is summarized as follows:
| For the Years Ended | |
| 2024 | 2023 |
Current |
|
|
Federal | $5,740 | $415,917 |
State | - | 112,424 |
Total current | 5,740 | 528,341 |
|
|
|
Deferred |
|
|
Federal | - | - |
State | - | - |
Total deferred | - | - |
|
|
|
Total | $5,740 | $528,341 |
16 | Page
The reconciliation of taxes at the federal statutory rate to our income tax expense for the years ended December 31, 2024 and 2023 is as follows:
| For the Years Ended December 31, | |
| 2024 | 2023 |
Net income before tax | $3,369,244 | $1,395,624 |
|
|
|
Income tax expense at statutory federal rate | $713,270 | $293,081 |
Reconciliation to income tax expense |
|
|
State tax | 186,809 | 76,759 |
Related party interest | - | 27,280 |
Non-deductible expenses | 70,023 | 131,221 |
Change in valuation allowance | (964,362) | - |
Income tax expense | $5,740 | $528,341 |
|
|
|
The deferred tax assets consists of the following:
| As of December 31, | |
| 2024 | 2023 |
Allowance for credit losses | 200,472 | 130,593 |
Net operating losses | - | 1,803,103 |
| 200,472 | 1,933,696 |
Valuation allowance | (200,472) | (1,933,696) |
Balance at end of period | - | - |
Note 11. Commitments and Contingencies
The Company is subject to various claims and legal proceedings that arise in the ordinary course of business activities. Although the outcome of any legal proceeding cannot be predicted with certainty, the ultimate liability of the Company, if any, will not have a material effect on the Company’s financial position or operations.
The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using reasonably available information. The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Actual claims could settle or be adjudicated against the Company in the future for materially different amounts than the Company has accrued due to the inherently unpredictable nature of litigation. Legal fees are expensed in the period in which they are incurred.
For the years ended December 31, 2024 and 2023, the Company had no open legal matters.
17 | Page
Note 12. Related Party Transactions
All contracts with related parties are executed in the ordinary course of business. Telvantis Voice Services Inc., a wholly owned subsidiary of Telvantis Inc., is comprised of Mexedia DAC, Phonetime, and Matchcom. Telvantis Inc. is majority owned by Mexedia SpA. Related party transactions are summarized as follows:
Amounts owed:
| For the Years Ended December 31, | |
| 2024 | 2023 |
Televantis Inc. (formerly Raadr Inc.) | (883,331) | - |
Mexedia DAC | 6,773,226 | 5,675,040 |
Mexedia SpA | 88,809 | - |
Total due to related parties | 5,978,704 | 5,675,040 |
These amounts are due in the normal course of business and carry no interest. The amounts are due in July 2026.
Related Party Sales
The Company recognized revenue from sales to related parties of $309,238 and $14,249,038 for the years ended December 31, 2024 and 2023, respectively. These transactions primarily relate to termination of international voice and messaging services.
Sales to related parties were conducted pursuant to written agreements or purchase orders that specify pricing, delivery, and payment terms. While such transactions are not presumed to be conducted on an arm’s-length basis, management believes the pricing and other substantive terms are generally consistent with those that would be negotiated with unaffiliated third parties for similar transactions, based on its evaluation of market conditions, volume, and other relevant factors.
Related Party Cost of Goods Sold
The Company recorded cost of goods sold from purchases with related parties of $317,134 and $3,169,183 for the years ended December 31, 2024 and 2023, respectively. These costs primarily relate to the purchase of termination services for international voice and messaging products.
Purchases from related parties were made pursuant to commercials agreements that define pricing mechanisms, service specifications, and payment terms. Although these transactions are not presumed to be conducted on an arm’s-length basis, management believes the pricing and terms are generally consistent with those available from unaffiliated suppliers for comparable products or services, taking into consideration factors such as quality, capacity, reliability, and volume.
18 | Page
Note 13. Customer and Supplier Concentrations
The Company’s operating results and cash flows are partially dependent on a limited number of customers and suppliers. A customer or supplier is considered significant if it represents 10% or more of the Company’s consolidated revenues or consolidated cost of revenues, respectively, for any period presented.
For the years ended December 31, 2023 and December 31, 2024, Customer A accounted for approximately 17.8% and 41.4% of consolidated revenues. For the same period, the same customer accounted for 16.6% and 46.4% of cost of revenues, respectively. For the year ended December 31, 2023 Customer B accounted for 26.3% of revenues. For the same period, the same customer accounted for 31.2% of cost of revenues respectively. For the year ended December 31, 2024 Customer C accounted for approximately 13.4% of revenues. For the same period, the same customer accounted for 14.7% of cost of revenues respectively. No other individual customer accounted for 10% or more of consolidated revenues or cost of revenues during either period.
Note 14. Subsequent Events
Sale of Telvantis Voice Services Inc.
On 26 September 2025, the Company’s parent entity Telvantis Inc. entered into a binding Term Sheet with Spectral Capital Corporation (“Spectral”) to sell Spectral 100% of the shares of Telvantis Voice Services Inc. and its US Subsidiaries. The details of this transaction have been disclosed publicly in different press releases. The transaction is expected to close on or around 31 December 2025. The company’s operational management, executives and strategic orientation are expected to remain unchanged.
19 | Page
TELVANTIS VOICE SERVICES, INC. | ||||
CARVED OUT COMBINED BALANCE SHEETS | ||||
(In whole dollars) | ||||
|
|
|
|
|
|
| September 30, 2025 |
| December 31, 2024 |
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
| $718,998 |
| $47,890 |
Accounts receivable, net |
| 51,617,560 |
| 30,934,266 |
Accounts receivable from related parties |
| 50,955,227 |
| - |
Other current assets |
| 929,168 |
| 3,810 |
Total current assets |
| 104,220,953 |
| 30,985,966 |
|
|
|
|
|
Non-current assets: |
|
|
|
|
Deferred tax asset |
| 41,607 |
| 41,607 |
Intangible assets, net |
| 8,670,975 |
| 9,517,800 |
Goodwill |
| 1,610,261 |
| 1,610,261 |
Loans receivable, non-current |
| 469,721 |
| - |
Total assets |
| $115,013,517 |
| $42,155,634 |
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable and accrued expenses |
| 53,342,121 |
| 30,669,928 |
Accounts payable — related parties |
| 42,727,070 |
| - |
Income taxes payable |
| 651,282 |
| 534,081 |
Loan payable |
| 9,412,142 |
| 900,000 |
Other current liabilities |
| 284,076 |
| 1,153 |
Total current liabilities |
| 106,416,691 |
| 32,105,162 |
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
Due to related parties |
| 7,358,590 |
| 5,978,704 |
Total liabilities |
| 113,775,281 |
| 38,083,866 |
|
|
|
|
|
Commitments and contingencies (Note 9) |
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
Common stock, $1 par value; 100 shares authorized, issued and outstanding |
| 100 |
| 100 |
Retained earnings |
| 1,238,136 |
| 4,071,668 |
Total stockholders' equity |
| 1,238,236 |
| 4,071,768 |
Total liabilities and stockholders' equity |
| $115,013,517 |
| $42,155,634 |
|
|
|
|
|
See accompanying notes to the Carved Out Combined Financial Statements. | ||||
Page 1
TELVANTIS VOICE SERVICES, INC. | ||||
CARVED OUT COMBINED STATEMENTS OF OPERATIONS | ||||
(In whole dollars) | ||||
|
|
|
|
|
|
| Nine Months Ended | ||
|
| 2025 |
| 2024 |
Revenues: |
|
|
|
|
Revenues |
| $102,293,642 |
| $20,070,248 |
Revenues from related parties |
| 47,383,672 |
| 279,918 |
Total revenues |
| 149,677,314 |
| 20,350,166 |
|
|
|
|
|
Operating expenses: |
|
|
|
|
Costs of revenues |
| 105,295,797 |
| 18,657,046 |
Costs of revenues from related parties |
| 44,119,278 |
| 287,065 |
Total cost of revenues |
| 149,415,075 |
| 18,944,111 |
General and administrative |
| 665,180 |
| 471,556 |
Sales and marketing |
| 414,890 |
| 292,351 |
Amortization expense |
| 846,825 |
| 846,825 |
Total operating expenses |
| 151,341,970 |
| 20,554,843 |
|
|
|
|
|
Loss from operations |
| (1,664,656) |
| (204,677) |
|
|
|
|
|
Other income (expense): |
|
|
|
|
Interest expense |
| (744,353) |
| - |
Other income (expense), net |
| (372,953) |
| (83,869) |
Total other expense, net |
| (1,117,306) |
| (83,869) |
|
|
|
|
|
Loss before income taxes |
| (2,781,962) |
| (288,546) |
Income tax expense |
| - |
| 178 |
Net loss |
| $(2,781,962) |
| $(288,724) |
|
|
|
|
|
See accompanying notes to the Carved Out Combined Financial Statements. | ||||
Page 2
TELVANTIS VOICE SERVICES, INC. | ||||||||
CARVED OUT COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | ||||||||
(Unaudited, in whole dollars) | ||||||||
|
|
|
|
|
|
|
|
|
|
| Units |
| Common Stock |
| Retained |
| Total |
Balance at December 31, 2023 |
| 100 |
| $100 |
| $708,164 |
| $708,264 |
Net loss |
|
|
| - |
| (288,724) |
| (288,724) |
Balance at September 30, 2024 (Unaudited) |
| 100 |
| $100 |
| $419,440 |
| $419,540 |
|
|
|
|
|
|
|
|
|
Balance at December 31, 2024 |
| 100 |
| $100 |
| $4,071,668 |
| $4,071,768 |
Net loss |
|
|
| - |
| (2,781,962) |
| (2,781,962) |
Balance at September 30, 2025 (Unaudited) |
| 100 |
| $100 |
| $1,289,706 |
| $1,289,806 |
|
|
|
|
|
|
|
|
|
See accompanying notes to the Carved Out Combined Financial Statements. | ||||||||
Page 3
TELVANTIS VOICE SERVICES, INC. | ||||
CARVED OUT COMBINED STATEMENTS OF CASH FLOWS | ||||
(In whole dollars) | ||||
|
|
|
|
|
|
| Nine Months Ended | ||
|
| 2025 |
| 2024 |
Cash flows from operating activities: |
|
|
|
|
Net loss |
| $(2,781,962) |
| $(288,724) |
Adjustments to reconcile net loss to net cash: |
|
|
|
|
Amortization of intangible assets |
| 846,825 |
| 846,825 |
Changes in operating assets and liabilities: |
|
|
|
|
Accounts receivable, net |
| (20,641,297) |
| (1,217,897) |
Accounts receivable from related parties |
| (8,228,157) |
| - |
Other current assets |
| (8,547,929) |
| (2,161) |
Accounts payable and accrued expenses |
| 22,672,193 |
| (59,745) |
Accounts payable — related parties |
| 42,727,070 |
| - |
Income taxes payable |
| 117,201 |
| 42 |
Other current liabilities |
| 282,923 |
| 1,039 |
Net cash used in operating activities |
| (7,371,133) |
| (1,441,621) |
|
|
|
|
|
Cash flows from investing activities: |
|
|
| - |
Loan receivables |
| (789,721) |
| - |
Net cash used in investing activities |
| (789,721) |
| - |
|
|
|
|
|
Cash flows from financing activities: |
| - |
| - |
Net proceeds from factoring facility |
| 8,315,480 |
| - |
Net proceeds from related party loans |
| 496,565 |
| 1,041,808 |
Net cash provided by financing activities |
| 8,812,045 |
| 1,041,808 |
|
|
|
|
|
Effect of exchange rate changes on cash |
| 16,917 |
| 381,215 |
Net increase (decrease) in cash |
| 671,108 |
| (18,598) |
Cash and cash equivalents — beginning of period |
| 47,890 |
| 24,303 |
Cash and cash equivalents — end of period |
| $718,998 |
| $5,705 |
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
Cash paid for interest |
| $744,353 |
| $- |
Cash paid for income taxes |
| $- |
| $- |
|
|
|
|
|
See accompanying notes to the Carved Out Combined Financial Statements. | ||||
Page 4
EXHIBIT 99.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Spectral |
| Telvantis Voice |
| Pro Forma |
|
| Notes |
| Combined |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $426,295 |
| 718,998 |
| 375,459 |
|
| (c) |
| $1,520,752 |
Restricted cash |
| 21,106 |
|
|
|
|
|
|
|
| 21,106 |
Accounts receivable, net |
| 1,456,551 |
| 51,617,560 |
| (12,436,077) |
|
|
|
| 40,638,034 |
Accounts receivable from related parties |
|
|
| 50,955,227 |
| (49,597,459) |
|
| (a) |
| 1,357,768 |
Contract assets |
| 1,667,579 |
|
|
|
|
|
|
|
| 1,667,579 |
Prepaid expenses and other current assets |
| 287,237 |
| 929,168 |
| (916,469) |
|
|
|
| 299,936 |
Total current assets |
| 3,858,768 |
| 104,220,953 |
| (62,574,546) |
|
|
|
| 45,505,175 |
Property, plant and equipment, net |
| 143,309 |
|
|
|
|
|
|
|
| 143,309 |
Intangible assets, net |
| 14,471,425 |
| 8,670,975 |
| 5,129,025 |
|
| (a) |
| 28,271,425 |
Capital work-in-progress |
| 309,713 |
|
|
|
|
|
|
|
| 309,713 |
Goodwill |
| 4,432,318 |
| 1,610,261 |
| 28,911,841 |
|
| (a) |
| 34,954,420 |
Deferred tax asset |
|
|
| 41,607 |
|
|
|
|
|
| 41,607 |
Other receivables |
| 425,159 |
| 469,721 |
|
|
|
|
|
| 894,880 |
Right of use asset |
| 183,097 |
|
|
|
|
|
|
|
| 183,097 |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
| $23,823,789 |
| 115,013,517 |
| (28,533,680) |
|
|
|
| $110,303,626 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $2,655,257 |
| 53,342,121 |
| (21,805,990) |
|
|
|
| $34,191,388 |
Accounts payable — related parties |
|
|
| 42,727,070 |
| (42,727,070) |
|
| (a) |
|
|
Accrued expenses and other current liabilities | 836,087 |
|
|
| 824,625 |
|
| (a) |
| 1,660,712 | |
Income taxes payable |
|
|
| 651,282 |
| (651,282) |
|
| (a) |
|
|
Related party advances and accruals |
| 94,588 |
|
|
|
|
|
|
|
| 94,588 |
Loan payable / AR financing facility |
| 10,000 |
| 9,412,142 |
| 2,930,021 |
|
| (a) |
| 12,352,163 |
Contingent consideration |
| 2,300,000 |
|
|
| 28,305,000 |
|
| (a) |
| 30,605,000 |
Contract liabilities |
| 335,196 |
|
|
|
|
|
|
|
| 335,196 |
Operating lease liability, current portion | 64,309 |
|
|
|
|
|
|
|
| 64,309 | |
Other current liabilities |
|
|
| 284,076 |
| (284,076) |
|
| (a) |
|
|
Total current liabilities |
| 6,295,437 |
| 106,416,691 |
| (33,408,772) |
|
|
|
| 79,303,356 |
Due to related parties, non-current |
|
|
| 7,358,590 |
| (81,672) |
|
| (a) |
| 7,276,918 |
Operating lease liability, net of current portion | 118,788 |
|
|
|
|
|
|
|
| 118,788 | |
Deferred tax liability |
| 83,688 |
|
|
|
|
|
|
|
| 83,688 |
Total liabilities |
| 6,497,913 |
| 113,775,281 |
| (33,490,444) |
|
|
|
| 86,782,750 |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, par value $0.0001 |
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.0001 |
| 7,609 |
| 100 |
| (1,238,086) |
|
| (a) |
| 7,759 |
Common stock to be issued (1,500,000 shares) |
|
|
|
|
| 150 |
|
| (a) |
| 150 |
Additional paid-in capital |
| 53,965,976 |
|
|
| 6,194,850 |
|
| (a) |
| 60,160,826 |
Accumulated deficit |
| (36,444,640) |
| 1,238,136 |
| (1,238,236) |
|
| (a) |
| (36,444,640) |
Accumulated other comprehensive income |
| 18,817 |
|
|
|
|
|
|
|
| 18,817 |
Total stockholders' equity (deficit) |
| 17,547,762 |
| 1,238,236 |
| 4,956,764 |
|
|
|
| 23,742,762 |
Non-controlling interest |
| (221,886) |
|
|
|
|
|
|
|
| (221,886) |
Total stockholders' equity (deficit) |
| 17,325,876 |
| 1,238,236 |
| 4,956,764 |
|
|
|
| 23,520,876 |
Total liabilities and stockholders' equity (deficit) |
| $23,823,789 |
| 115,013,517 |
| (28,533,680) |
|
|
|
| $110,303,626 |
Page 1
EXHIBIT 99.3
|
|
|
|
|
|
|
|
|
|
|
|
| Spectral Capital |
| Telvantis Voice Services |
| Pro Forma |
| Notes |
| Combined |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
| $3,139,246 |
| 102,293,642 |
|
|
|
|
| $105,432,888 |
Revenue, related party |
|
|
| 47,383,672 |
|
|
|
|
| 47,383,672 |
Total revenues |
| 3,139,246 |
| 149,677,314 |
|
|
|
|
| 152,816,560 |
Cost of revenues |
| 2,428,879 |
| 105,295,797 |
|
|
|
|
| 107,724,676 |
Cost of revenues from related parties |
|
|
| 44,119,278 |
|
|
|
|
| 44,119,278 |
Total cost of revenues |
| 2,428,879 |
| 149,415,075 |
|
|
|
|
| 151,843,954 |
Gross profit |
| 710,367 |
| 262,239 |
|
|
|
|
| 972,606 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
| 2,315,193 |
| 1,080,070 |
|
|
|
|
| 3,395,263 |
Wages and benefits |
| 513,984 |
|
|
|
|
|
|
| 513,984 |
Amortization |
|
|
| 846,825 |
| (737,550) |
| (b) |
| 109,275 |
Total operating expenses |
| 2,829,177 |
| 1,926,895 |
| (737,550) |
|
|
| 4,018,522 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
| (2,118,810) |
| (1,664,656) |
| (737,550) |
|
|
| (4,521,016) |
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
| (744,353) |
|
|
|
|
| (744,353) |
Other income (expense) |
| 7,566 |
| (372,953) |
|
|
|
|
| (365,387) |
Total other income (expense), net |
| 7,566 |
| (1,117,306) |
|
|
|
|
| (1,109,740) |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
| (2,111,244) |
| (2,781,962) |
| (737,550) |
|
|
| (5,630,756) |
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $(2,111,244) |
| (2,781,962) |
| (737,550) |
|
|
| $(5,630,756) |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share |
| $(0.03) |
|
|
|
|
|
|
| $(0.07) |
Weighted average shares — basic and diluted |
| 76,094,216 |
|
|
| 1,500,000 |
| (c) |
| 77,594,216 |
Page 2
EXHIBIT 99.3
|
| Spectral Capital |
| Telvantis Voice Services |
| Pro Forma |
| Notes |
| Combined |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
| 22,172,495 |
|
|
|
|
| $22,172,495 |
Revenue, related party |
|
|
| 309,238 |
|
|
|
|
| 309,238 |
Total revenues |
|
|
| 22,481,733 |
|
|
|
|
| 22,481,733 |
Cost of revenues |
|
|
| 22,053,041 |
|
|
|
|
| 22,053,041 |
Cost of revenues from related parties |
|
|
| 317,134 |
|
|
|
|
| 317,134 |
Total cost of revenues |
|
|
| 22,370,175 |
|
|
|
|
| 22,370,175 |
Gross profit |
|
|
| 111,558 |
|
|
|
|
| 111,558 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
| 2,115,924 |
| 1,090,387 |
|
|
|
|
| 3,206,311 |
Wages and benefits |
| 144,000 |
|
|
|
|
|
|
| 144,000 |
Research and development |
| 745,024 |
|
|
|
|
|
|
| 745,024 |
Amortization |
|
|
| 1,129,100 |
| (983,400) |
| (b) |
| 145,700 |
Total operating expenses |
| 3,004,948 |
| 24,589,662 |
| (983,400) |
|
|
| 26,611,210 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
| (3,004,948) |
| (2,107,929) |
| (983,400) |
|
|
| (6,096,277) |
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
Extinguishment of debt |
| (265,596) |
|
|
|
|
|
|
| (265,596) |
Interest expense |
|
|
| (38,020) |
|
|
|
|
| (38,020) |
Other income (expense) |
|
|
| 5,515,193 |
|
|
|
|
| 5,515,193 |
Total other income (expense), net |
| (265,596) |
| 5,477,173 |
|
|
|
|
| 5,211,577 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
| (3,270,544) |
| 3,369,244 |
| (983,400) |
|
|
| (884,700) |
Provision for income taxes |
|
|
| 5,740 |
|
|
|
|
| 5,740 |
Net income (loss) |
| $(3,270,544) |
| 3,363,504 |
| (983,400) |
|
|
| $(890,440) |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share |
| $(0.06) |
|
|
|
|
|
|
| $(0.01) |
Weighted average shares — basic and diluted |
| 57,925,034 |
|
|
| 1,500,000 |
| (c) |
| 59,425,034 |
Page 3
EXHIBIT 99.3
SPECTRAL CAPITAL CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the acquisition by Spectral Capital Corporation ("Spectral" or the "Company") of 100% of the issued and outstanding equity interests of Telvantis Voice Services, Inc. ("TVS"), completed on December 31, 2025 (the "Acquisition"), pursuant to the Definitive Stock Purchase Agreement dated December 29, 2025.
The Acquisition was completed in exchange for 1,500,000 shares of Spectral common stock at closing, with up to 8,500,000 additional shares issuable upon achievement of specified post-closing performance milestones during fiscal year 2026.
The unaudited pro forma condensed combined balance sheet as of December 31, 2024 gives effect to the Acquisition as if it had been consummated on December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 gives effect to the Acquisition as if it had been consummated on January 1, 2024.
The pro forma financial information was prepared using the acquisition method under ASC 805, Business Combinations, with Spectral as the acquirer. The information is preliminary and subject to revision as valuations are finalized during the measurement period (up to one year). It should be read in conjunction with: (i) the audited carved out combined financial statements of TVS (Exhibit 99.1); (ii) the audited consolidated financial statements of Spectral (Form 10-K, June 23, 2025); and (iii) the notes herein.
Preliminary Purchase Price
The purchase consideration is as follows, based on the closing price of Spectral common stock of $4.13 per share on December 31, 2025:
Closing consideration (1,500,000 shares x $4.13) | $6,195,000 |
Fair value of contingent earn-out consideration (Note 2) | 9,200,000 |
Total estimated purchase price | $15,395,000 |
The contingent earn-out has been classified as equity based on management's analysis under ASC 480 and ASC 815-40, as the arrangement provides for a fixed number of shares issuable upon fixed performance conditions indexed to the acquired entity's operations. Accordingly, the earn-out is recorded at its acquisition-date fair value within additional paid-in capital and will not be subsequently remeasured.
Page 4
EXHIBIT 99.3
Preliminary Purchase Price Allocation
The following table sets forth the preliminary allocation of the purchase price. Historical carrying values have been used as a reasonable approximation of fair value, subject to completion of a formal valuation during the measurement period:
Assets acquired: |
|
Cash and cash equivalents | $47,890 |
Accounts receivable, net | 30,976,263 |
Other current assets | 3,420 |
Customer relationships (net) | 10,321,000 |
Trade names (net) | 1,455,000 |
Total identifiable assets acquired | $42,803,573 |
|
|
Liabilities assumed: |
|
Accounts payable and accrued expenses | $(30,669,928) |
Income taxes payable | (534,081) |
Loan payable | (900,000) |
Other current liabilities | (1,153) |
Due to related parties | (5,978,704) |
Total liabilities assumed | $(38,083,866) |
|
|
Net identifiable assets acquired | $4,719,707 |
Less: TVS historical goodwill (eliminated) | (1,610,261) |
Net identifiable assets excl. historical goodwill | $3,109,446 |
Total purchase price | 15,395,000 |
Goodwill | $12,285,554 |
Goodwill represents the expected synergies from integration of TVS's carrier relationships and voice infrastructure with Spectral's technology platform, assembled workforce, and growth opportunities not separately identifiable. None of the goodwill is expected to be deductible for income tax purposes, as the transaction is intended to qualify as a tax-free reorganization under IRC Section 368(a)(1)(B).
Page 5
EXHIBIT 99.3
SPECTRAL CAPITAL CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2024
(Unaudited)
| Spectral (Historical) | TVS (Historical) | Pro Forma Adjustments | Pro Forma Combined |
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents | $107,475 | $47,890 | $- | $155,365 |
Accounts receivable, net | - | 30,976,263 | - | 30,976,263 |
Prepaid and other | 6,500 | 3,420 | - | 9,920 |
Total current assets | $113,975 | $31,027,573 | $- | $31,141,548 |
|
|
|
|
|
Intangible assets, net | - | 9,517,800 | 2,258,200 (a) | 11,776,000 |
Goodwill | - | 1,610,261 | 10,675,293 (b) | 12,285,554 |
Total assets | $113,975 | $42,155,634 | $12,933,493 | $55,203,102 |
|
|
|
|
|
LIABILITIES & EQUITY |
|
|
|
|
Current liabilities: |
|
|
|
|
AP and accrued expenses | $482,461 | $30,669,928 | $- | $31,152,389 |
Related party advances | 550,700 | - | - | 550,700 |
Income taxes payable | - | 534,081 | - | 534,081 |
Loan payable | - | 900,000 | - | 900,000 |
Other current liabilities | - | 1,153 | - | 1,153 |
Total current liabilities | $1,033,161 | $32,105,162 | $- | $33,138,323 |
|
|
|
|
|
Due to related parties | - | 5,978,704 | - | 5,978,704 |
Total liabilities | $1,033,161 | $38,083,866 | $- | $39,117,027 |
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
Preferred stock | $100 | - | - | $100 |
Common stock | 6,770 | 100 | 50 (c) | 6,920 |
Additional paid-in capital | 33,629,226 | - | 15,394,800 (c)(d) | 49,024,026 |
Retained earnings (deficit) | (34,333,396) | 4,071,668 | (2,533,437) (e)(f) | (32,795,165) |
Non-controlling interest | (221,886) | - | 72,080 (g) | (149,806) |
Total equity (deficit) | $(919,186) | $4,071,768 | $12,933,493 | $16,086,075 |
Total liabilities & equity | $113,975 | $42,155,634 | $12,933,493 | $55,203,102 |
See accompanying notes to unaudited pro forma condensed combined financial information.
Page 6
EXHIBIT 99.3
SPECTRAL CAPITAL CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Unaudited)
| Spectral (Historical) | TVS (Historical) | Pro Forma Adjustments | Pro Forma Combined |
Revenues | $- | $22,481,733 | $- | $22,481,733 |
Cost of revenues | - | (22,370,175) | - | (22,370,175) |
Gross profit | $- | $111,558 | $- | $111,558 |
|
|
|
|
|
Operating expenses: |
|
|
|
|
G&A expenses | (2,618,948) | (715,704) | - | (3,334,652) |
Wages and benefits | (386,000) | - | - | (386,000) |
Sales and marketing | - | (374,683) | - | (374,683) |
Amortization expense | - | (1,129,100) | - (h) | (1,129,100) |
Total operating expenses | $(3,004,948) | $(2,219,487) | $- | $(5,224,435) |
|
|
|
|
|
Loss from operations | $(3,004,948) | $(2,107,929) | $- | $(5,112,877) |
|
|
|
|
|
Interest expense | (265,596) | (38,020) | - | (303,616) |
Other income (expense) | - | 5,515,193 | - | 5,515,193 |
Total other income (expense) | $(265,596) | $5,477,173 | $- | $5,211,577 |
|
|
|
|
|
Income (loss) before taxes | $(3,270,544) | $3,369,244 | $- | $98,700 |
Income tax expense | - | (5,740) | - (i) | (5,740) |
Net income (loss) | $(3,270,544) | $3,363,504 | $- | $92,960 |
|
|
|
|
|
Pro forma EPS - basic |
|
|
| $0.00 |
Pro forma EPS - diluted |
|
|
| $0.00 |
Wtd avg shares - basic |
|
|
| 69,199,302 |
Wtd avg shares - diluted |
|
|
| 69,199,302 |
See accompanying notes to unaudited pro forma condensed combined financial information.
Page 7
EXHIBIT 99.3
SPECTRAL CAPITAL CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Description of the Acquisition
On December 29, 2025, Spectral entered into a Definitive Stock Purchase Agreement with Telvantis, Inc. to acquire 100% of TVS. The Acquisition closed December 31, 2025. At closing, the Company issued 1,500,000 shares of common stock (par value $0.0001). The Purchase Agreement provides for up to 8,500,000 additional shares upon achievement of 2026 revenue and operating profit milestones. The parties intend the transaction to qualify as a tax-free reorganization under IRC Section 368(a)(1)(B).
TVS is a telecommunications services platform specializing in enterprise-grade voice termination, routing, and communications infrastructure, operating through two U.S. subsidiaries: Phonetime, Inc. and Matchcom Telecommunications, Inc.
Note 2. Purchase Price and Contingent Consideration
Closing consideration: 1,500,000 shares x $4.13 (closing price on December 31, 2025) = $6,195,000.
Contingent consideration: The earn-out provides for up to 8,500,000 additional shares based on 2026 milestones: (i) minimum tier of 1,500,000 shares upon $240 million in profitable revenue and $1 million in operating profit; (ii) maximum tier of 8,500,000 shares upon $10 million in operating profit or $665 million in profitable revenue. Management estimated the fair value at $9,200,000 using a probability-weighted scenario analysis:
Scenario | Shares | Value @$4.13 | Prob. | Wtd Value | Basis |
No milestones met | 0 | $0 | 20% | $0 | Execution risk |
Minimum ($240M / $1M OP) | 1,500,000 | $6,195,000 | 55% | $3,407,250 | FY25 $250M run rate |
Mid-range (~$400M / $5M OP) | 5,000,000 | $20,650,000 | 15% | $3,097,500 | Revenue acceleration |
Maximum ($665M or $10M OP) | 8,500,000 | $35,105,000 | 10% | $3,510,500 | Aggressive growth |
Undiscounted expected value |
|
| 100% | $10,015,250 |
|
Discount (~8%, 12 months) |
|
|
| (815,250) | Time value / risk |
Fair value of contingent consideration |
|
|
| $9,200,000 |
|
Management's probability estimates reflect the following factors: (i) TVS achieved approximately $250 million in unaudited revenue in FY2025, demonstrating the platform's capacity at the minimum tier; (ii) TVS's January 2026 revenue exceeded total Q1 2025 revenue by approximately 400%, indicating strong momentum; (iii) the voice termination business operates on thin margins (FY2023 gross margin of 3.5%, FY2024 gross margin of 0.5%), making the $10 million operating profit target challenging; (iv) the FY2024 revenue collapse from $215 million to $22.5 million demonstrates the business's vulnerability to financing and counterparty disruptions.
The earn-out has been classified as equity under ASC 815-40, as the arrangement provides for a fixed number of shares issuable upon fixed performance conditions indexed to the acquired entity's operations.
Page 8
EXHIBIT 99.3
Accordingly, the fair value is recorded within additional paid-in capital at the acquisition date and is not subsequently remeasured.
Note 3. Basis of Presentation
Historical Spectral data is from the audited Form 10-K for FY2024 ($0 revenue, $113,975 total assets, $3,270,544 net loss). Historical TVS data is from the audited carved out combined financial statements for FY2024 ($22.5M revenue, $42.2M total assets, $3.4M net income). Transaction Accounting Adjustments reflect application of ASC 805 as described in Note 4. No Management's Adjustments or Autonomous Entity Adjustments have been included.
Note 4. Pro Forma Adjustments
Balance sheet adjustments:
(a) Reversal of TVS's accumulated amortization ($2,258,200) to restore intangible assets to gross carrying value as part of the fresh-start purchase price allocation. For this preliminary presentation, management has used historical gross carrying values ($11,776,000) as an approximation of acquisition-date fair value. A formal valuation may result in different fair values and revised useful lives.
(b) Elimination of TVS's historical goodwill ($1,610,261) and recognition of new goodwill of $12,285,554, representing the excess of total purchase consideration ($15,395,000) over net identifiable assets excluding historical goodwill ($3,109,446). Net adjustment to goodwill: $12,285,554 - $1,610,261 = $10,675,293.
(c) Issuance of 1,500,000 shares of Spectral common stock at closing: common stock increases by $150 (1,500,000 x $0.0001 par value); additional paid-in capital increases by $6,194,850 ($6,195,000 - $150). Elimination of TVS's historical common stock of $100.
(d) Recognition of contingent earn-out consideration at fair value of $9,200,000 within additional paid-in capital (equity-classified). Total increase to APIC from (c) and (d): $6,194,850 + $9,200,000 = $15,394,850, less elimination of TVS common stock ($100), net $15,394,800 (rounded).
(e) Elimination of TVS's historical retained earnings of $4,071,668 as part of acquisition accounting. Under ASC 805, the acquiree's historical equity is eliminated and replaced by the purchase price allocation.
(f) Estimated transaction costs of $1,538,231 charged to accumulated deficit. These costs represent legal, advisory, and accounting fees directly attributable to the Acquisition, expensed in accordance with ASC 805-10-25-23. These costs are reflected on the pro forma balance sheet but excluded from the pro forma income statement as they are non-recurring.
(g) Reclassification adjustment to non-controlling interest reflecting the impact of the Acquisition on minority positions. Amount subject to finalization.
Income statement adjustments:
(h) No incremental amortization adjustment. For this preliminary presentation, the historical carrying values of TVS's intangible assets have been used as proxies for acquisition-date fair values. If the formal valuation results in a step-up, incremental amortization would be recognized over the remaining useful lives (8 years for customer relationships, 13 years for trade names). Additionally, because the intangible assets are being presented at their gross carrying value in the pro forma balance sheet (adjustment (a)), a conforming adjustment to amortization may be required upon finalization — management has elected to present the historical amortization amount ($1,129,100) as the most representative figure pending completion of the valuation.
Page 9
EXHIBIT 99.3
(i) No incremental income tax adjustment. Spectral has a full valuation allowance against its deferred tax assets and the transaction is intended to be tax-free under IRC 368(a)(1)(B). The combined entity's tax position will be reassessed as part of the formal purchase accounting. The pro forma combined pre-tax income of $98,700 would generate a theoretical tax expense of approximately $25,900 at a 26.25% blended rate, but given the available net operating loss carryforwards, the effective rate is expected to remain minimal.
Note 5. Pro Forma Earnings Per Share
Pro forma basic and diluted EPS are calculated as follows:
Pro forma net income: $92,960
Pro forma weighted average basic shares: 67,699,302 (Spectral historical) + 1,500,000 (closing shares as if outstanding since January 1, 2024) = 69,199,302
Pro forma basic EPS: $92,960 / 69,199,302 = $0.00 per share
The contingent earn-out shares (up to 8,500,000) have been excluded from diluted EPS because the performance milestones were not satisfied as of December 31, 2024 (TVS FY2024 revenue of $22.5 million was below the $240 million minimum). Under ASC 260-10-45-48, contingently issuable shares are included in diluted EPS only if the conditions would have been met as of the end of the reporting period. Accordingly, basic and diluted EPS are the same.
Note 6. Tax Considerations
The Purchase Agreement provides that the Acquisition is intended to qualify as a tax-free reorganization under IRC Section 368(a)(1)(B). Under this treatment, the tax basis of TVS's assets carries over to Spectral. To the extent GAAP fair values assigned in the purchase price allocation exceed the carryover tax basis (particularly for intangible assets and goodwill), deferred tax liabilities would arise and increase the amount of goodwill recognized. These deferred tax effects have not been reflected in this preliminary pro forma presentation and will be quantified upon completion of the formal purchase price allocation and confirmation of the tax-free reorganization characterization.
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