8-K - FCCN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):

October 3, 2025

SPECTRAL CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-50274	51-0520296
(State or other jurisdiction of<br><br><br>incorporation)	(Commission File Number)	(IRS Employer Identification No.)
701 Fifth Avenue, Suite 4200 Seattle, WA	98104
---	---
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(206) 262 - 7799
N/A
---

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

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

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

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

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

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

INTRODUCTORY NOTE

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

Item 1.01. Entry into a Material Definitive Agreement.

Binding Term Sheet – MultiCortex, LLC and Toroa, LLC

On October 4, 2025, Spectral entered into a binding term sheet with MultiCortex, LLC and Toroa, LLC (together, “MultiCortex”), pursuant to which Spectral will acquire 100% of the issued and outstanding equity of MultiCortex and its subsidiaries (the “MultiCortex Transaction”). Consideration comprises 10,000,000 shares of Spectral common stock, consisting of 1,500,000 initial shares and up to 8,500,000 earn-out shares. The term sheet provides, among other things:

·Structure; international subsidiaries: MultiCortex will be delivered without debt and with all operating subsidiaries. For Brazilian military/governmental applications or defense/governmental subsidiaries, equity ownership will comply with local law (e.g., Spectral ownership up to 40%) with related IP and economics structured to maximize Spectral’s legal interest.

·Lock-up: A 12-month lock-up from closing; earn-out shares to be released 12 months after achievement of milestones; reasonable trickle-out provisions in connection with Spectral’s proposed uplisting to Nasdaq.

·Earn-out framework: At minimum, 850,000 shares for every 8,500 MultiCortex computers shipped to paying customers; additional milestones related to OS adoption and software sales to be mutually developed; earn-out issuance within 3 months of milestone achievement and distributed as designated in definitive agreements.

·Investment commitment: Upon (i) completion of a PCAOB-audited financial statement package and (ii) Spectral’s uplist to Nasdaq, Spectral will invest up to $15,000,000 into the MultiCortex business unit under agreed budgets and milestones, with board and executive matters (including CTO) to be addressed in definitive documentation.

·Diligence & closing: 60-day due-diligence period; GAAP financials audited by a PCAOB firm at Spectral’s expense; customary approvals and definitive agreements; and inclusion of anti-dilution protections standard to Nasdaq-listed companies in the definitive agreements.

The foregoing description of the MultiCortex term sheet is a summary only and is qualified in its entirety by reference to the full text filed as an exhibit to this Current Report.

Binding Term Sheet – Snack Prompt Corp.

On October 3, 2025, Spectral Capital Corporation (“Spectral” or the “Company”) entered into a binding term sheet with Snack Prompt Corp. (“Snack Prompt”), pursuant to which Spectral will acquire 100% of the issued and outstanding capital stock of Snack Prompt (the “Snack Prompt Transaction”). The consideration to Snack Prompt shareholders comprises 10,000,000 shares of Spectral common stock, consisting of 1,500,000 initial shares and up to 8,500,000 earn-out shares. The term sheet provides, among other things:

·Lock-up: A 12-month lock-up from closing, with an early release of 700,000 shares after 8 months; reasonable trickle-out provisions in connection with Spectral’s proposed uplisting to Nasdaq; and a provision permitting partial lock-up release if specified Spectral insiders sell during the lock-up period.

·Investment commitment: Subject to the conditions described below, Spectral will commit up to $5,000,000 to the Snack Prompt business unit, including $700,000 at closing for AI newsletter development and $1,500,000 at closing toward an agreed growth budget, with additional $500,000 tranches released for each $300,000 increase in annual recurring revenue (“ARR”).

·Earn-out framework: Up to 8,500,000 earn-out shares tied to agreed milestones; the term sheet specifies that ARR of $4,000,000 constitutes achievement of performance milestones, with earn-out release pro-rata in $300,000 ARR increments.

·Management & governance: At closing, Eder Teixeira will receive a base salary of $175,000 with bonus opportunity up to 50% of base; the right to appoint one Spectral board member; and Spectral will hire his CMO designee at $10,000 per month.

·Conditions: Delivery of audited financial statements (2023–2024 and review through September 30, 2025) by a PCAOB-registered firm; Snack Prompt-funded valuation by a Top 10 global accounting firm evidencing ≥ $20,000,000 valuation; a technology audit selected by Spectral; completion of due diligence; board approvals; definitive agreements; and payment of $525,000 by Spectral to a seed investor of Snack Prompt with full release.

The foregoing description of the Snack Prompt term sheet is a summary only and is qualified in its entirety by reference to the full text filed as an exhibit to this Current Report.

General

Neither the Snack Prompt Transaction nor the MultiCortex Transaction has closed, and no securities have been issued as of the date of this Current Report. Any issuance of securities in connection with the transactions described herein is expected to be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) and/or Rule 506 of Regulation D.

There can be no assurance that either transaction will be completed on the terms described, or at all.

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

Cautionary Note Regarding Forward-Looking Statements

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

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
1.1	Binding Term Sheeet dated October 3, 2025, by and among Spectral Capital Corporation and Snack Prompt Corp
1.2	Binding Term Sheeet dated October 5, 2025, by and among Spectral Capital Corporation, MultiCortex LLC and Toroa, LLC.
99.1	Press Release issued by Spectral Capital on October 7, 2025.
99.2	Press Release issued by Spectral Capital on October 8, 2025.
104	Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURE

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

	SPECTRAL CAPITAL CORPORATION
Date: October 8, 2025	By:	/s/ Jenifer Osterwalder
	Name:	Jenifer Osterwalder
	Title:	Chief Executive Officer, President

BINDING TERM SHEET

FOR THE ACQUISITION OF SNACK PROMPT CORP.

This Binding Term Sheet (“Term Sheet”) is entered into and effective as of October 3, 2025, by and among:

-Spectral Capital Corporation, a Nevada corporation (“Spectral”); and

-Snack Prompt Corp., a Delaware corporation (“Snack Prompt” or the “Company”).

Together, Spectral and Snack Prompt are referred to as the “Parties.”

1. Transaction Overview

Spectral shall acquire 100% of the issued and outstanding capital stock of Snack Prompt (the “Transaction”). The closing of the Transaction shall occur on a mutually agreed date following completion of due diligence and satisfaction of closing conditions (the “Closing Date”). Snack Prompt shall be delivered to Spectral without debt and without any other operating subsidiaries.

2. Purchase Price

The consideration payable by Spectral to the shareholders of Snack Prompt for the Transaction shall consist of 10,000,000 shares of common stock of Spectral (the “Spectral Shares”), consisting of 1,500,000 initial shares and up to 8,500,000 earn-out shares, for a total of 10,000,000 common shares of Spectral.

3. Lock-Up Terms

The Spectral Shares shall be subject to a lock-up period of 12 months from the Closing Date, but 700,000 worth of the Spectral Shares shall be released after 8 months. Early release may occur only with the prior written consent of Spectral. Release will only occur upon Snack Prompt meeting the Earn-Out Milestones (defined below). Shares are also subject to reasonable trickle-out provisions pursuant to Spectral’s uplisting on NASDAQ. If any Spectral officer, director or 5% or greater shareholder sells during the lock up period, 50% of such a sale shall be released from the lockup. Spectral agrees to notify Snack Prompt if any such insider requests a legal opinion to free up shares under Rule 144.

4. Earn-Out Milestones

The 8,500,000 Earn-Out Shares shall be issued based upon the achievement of agreed-upon milestones between Spectral and Snack Prompt, which may include commercial, financial, product development, or operational benchmarks to be mutually established in writing or as follows: When the ARR reaches $4,000,000 , the performance milestones will have been met. The 8,000,000 shares will be released pro-rata in $300,000 increments. In addition, at the closing Eder Teixera will be paid a salary of $175,000 with

bonus potential of up to 50% of his base salary. He can appoint a board member to Spectral. Spectral also agrees to hire his CMO designee at $10,000 per month.

5. Investment by Spectral

Upon completion by Snack Prompt of:

-a PCAOB audit firm-certified audit of its financial statements for fiscal years 2023 and 2024, and

-a PCAOB audit firm review of its financial statements through September 30, 2025,

Spectral shall commit to invest up to $5,000,000 into the Snack Prompt business unit, based on agreed-upon budgets and milestones. $700,000 will be released at the closing to fund the development of the AI Newsletter and $1,500,000 will be released at the closing toward the agreed upon budget for growth of Snack Prompt. Each additional $300,000 in ARR will release $500,000 of the investment toward the budget.

6. Due Diligence

The Transaction is subject to the satisfactory completion of financial, legal, and operational due diligence by Spectral.

7. Audited Financial Statements, Valuation and Technology Audit

Snack Prompt shall, at its own expense, provide audited financial statements prepared in accordance with U.S. GAAP and audited by a PCAOB-registered independent accounting firm, consistent with Section 5 above that include validation of the $2,000,000 spent on SnackPrompt to date and the 2025 revenue to date. In addition, Snack Prompt will cause to be undertaken and delivered a valuation by a Top 10 Global Accounting Firm at its own expense that verifies a minimum valuation of Snack Prompt at $20,000,000 or more. In addition, Snack Prompt will pay for and deliver at its own expense a technology audit by an auditor of Spectral’s choosing that will validate the protectability, value and competitive position of Snack Prompt technology.

8. Closing Conditions

Closing will be subject to customary conditions, including but not limited to:

-Delivery of audited financial statements.

-Completion of due diligence to Spectral’s satisfaction.

-Approval by the Boards of Directors of both Parties.

-Execution of a definitive Stock Purchase Agreement and related documents.

-Payment of $525,000 to Atlanta Seed Fund II, LP (“ASF”) by Spectral and full release by ASF of Snack Prompt and Spectral.

9. Representations and Warranties

Each Party shall provide standard representations and warranties customary for a private company stock acquisition, including ownership of shares, authority, compliance with laws, financial statements, liabilities, tax matters, intellectual property, and SEC filings (for Spectral). If anything happens to force liquidation of Spectral, Snack Prompt shall be allowed to retain the newsletter unless it has sold the Spectral Shares.

10. Expenses

Each Party shall bear its own legal and professional expenses related to this Transaction.

11. Governing Law

This Term Sheet shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of law principles.

12. Binding Effect

This Term Sheet is binding and enforceable upon execution by the Parties. The Parties agree to negotiate and enter into definitive agreements consistent with the terms herein as soon as practicable.

IN WITNESS WHEREOF, the Parties have executed this Binding Term Sheet as of the date first written above.

SPECTRAL CAPITAL CORPORATION
By:
Name: Jenifer Osterwalder
Title: President and CEO
SNACK PROMPT CORP.
By:
Name: Eder Teixeira
Title: President and CEO

BINDING TERM SHEET

FOR THE ACQUISITION OF MULTICORTEX, LLC

This Binding Term Sheet (“Term Sheet”) is entered into and effective as of October 4, 2025, by and among:

-Spectral Capital Corporation, a Nevada corporation (“Spectral”); and

-MultiCortex, LLC a Delaware limited liability Company and Toroa, LLC, a Delaware LLC (together “MultiCortex”).

Together, Spectral and MultiCortex are referred to as the “Parties.”

1. Transaction Overview

Spectral shall acquire 100% of the issued and outstanding capital stock of MultiCortex including 100% of the issued and outstanding stock of any subsidiaries and 100% of the intellectual property and assets of the business as currently operated and as planned to be operated (the “Transaction”). The closing of the Transaction shall occur on a mutually agreed date following completion of due diligence and satisfaction of closing conditions (the “Closing Date”). MultiCortex shall be delivered to Spectral without debt and with all operating subsidiaries, subject to the following clause: In terms of any Brazilian military or governmental applications or defense or other governmental subsidiaries formed or existing: these subsidiaries will be owned to the maximum permissible extent by Spectral (usually 40%) and the remainder by the local partner and IP held and revenues/profits distributed to Spectral to the maximum legal extent. In the definitive agreement, the Parties will address the issue of dilution protections standard to NASDAQ listed companies that will also apply to MultiCortex.

2. Purchase Price

The consideration payable by Spectral to the shareholders of MultiCortex for the Transaction shall consist of 10,000,000 shares of common stock of Spectral (the “Spectral Shares”), consisting of 1,500,000 Initial Shares and up to 8,500,000 Earn-Out shares, for a total of 10,000,000 common shares of Spectral.

3. Lock-Up Terms

The Spectral Shares shall be subject to a lock-up period of 12 months from the Closing Date. Early release may occur only with the prior written consent of Spectral. Release of the Earn Out Shares will only occur 12 months after MultiCortex meets the Earn-Out Milestones (defined below). Shares are also subject to reasonable trickle-out provisions pursuant to Spectral’s uplisting on NASDAQ.

4. Earn-Out Milestones

The 8,500,000 Earn Out shares shall be issued based upon the achievement of agreed-upon milestones between Spectral and MultiCortex, which may include commercial, financial, product development, or operational benchmarks to be mutually established in writing, but at a minimum shall consist of 850,000 shares for every 8,500 MultiCortex computers shipped to a paying customer. In the definitive agreement, the Parties will agree to develop additional milestones for operating system adoption and software sales that can provide additional mechanisms for MultiCortex to earn the Earn Out shares. The Earn Out shares shall be issued within 3 months of the achievement of the milestones. Earn Out shares shall be distributed to MultiCortex and its subsidiaries as directed by their designee in the definitive agreement.

5. Investment by Spectral

Upon completion by MultiCortex of:

-a PCAOB audit firm-certified audit of its financial statements to date.

-Spectral’s uplisting to the NASDAQ

Spectral shall commit to invest up to $15,000,000 into the MultiCortex business unit, based on agreed-upon budgets and milestones. In addition, the Parties will address board representation and executive roles at Spectral for MultiCortex personnel including CTO.

6. Due Diligence

The Transaction is subject to the satisfactory completion of financial, legal, and operational due diligence by Spectral.

7. Audited Financial Statements

MultiCortex shall, at Spectral’s expense, provide audited financial statements prepared in accordance with U.S. GAAP and audited by a PCAOB-registered independent accounting firm, consistent with Section 5 above.

8. Closing Conditions

Closing will be subject to customary conditions, including but not limited to:

-Delivery of audited financial statements.

-Completion of due diligence to Spectral’s satisfaction.

-Approval by the Boards of Directors of both Parties.

-Execution of a definitive Stock Purchase Agreement and related documents.

-Mutual agreement on Earn Out Milestones In Section 4 and Investment in Section 5.

9. Representations and Warranties

10. Expenses

Each Party shall bear its own legal and professional expenses related to this Transaction.

11. Governing Law

This Term Sheet shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of law principles.

12. Binding Effect

This Term Sheet is binding and enforceable upon execution by the Parties. The Parties agree to negotiate and enter into definitive agreements consistent with the terms herein as soon as practicable.

IN WITNESS WHEREOF, the Parties have executed this Binding Term Sheet as of the date first written above.

SPECTRAL CAPITAL CORPORATION
By:
Name: Jenifer Osterwalder
Title: President and CEO
MULTICORTEX LLC.
By:
Name: Bruno Ghizoni
Title: President and CEO
TOROA LLC
By:
Name: Thiago Moura da Silva
Title: President and CEO

Spectral Capital Executes Binding Term Sheet to Acquire Snack Prompt

Aiming to Build the #1 SMB Platform for AI Workflow Automations

Seattle, WA — October 7, 2025 — Spectral Capital Corporation (OTCQB: FCCN) (“Spectral”) today announced it has executed a binding term sheet to acquire Snack Prompt Corp. (“Snack Prompt”), a fast-growing marketplace for AI workflow automations serving small and medium-sized businesses (SMBs). Under the term sheet, Spectral will acquire 100% of Snack Prompt’s equity for 10,000,000 shares of Spectral common stock (1,500,000 initial shares and up to 8,500,000 earn-out shares), and will commit up to $5,000,000 of growth capital subject to agreed milestones and audit conditions.

Spectral intends to leverage its extensive invention portfolio and pending patents—along with its proven innovation process—to help Snack Prompt become the leading platform for SMBs to discover and buy AI workflow automations. As part of the post-close plan, Spectral’s capital will accelerate product development, distribution partnerships, and vertical solutions tailored for core SMB functions such as marketing, customer support, finance, HR, and operations.

Snack Prompt also publishes a widely read AI industry newsletter that has consistently ranked among the top five AI newsletters by circulation. Upon closing, this audience will help the combined company engage a broader spectrum of customers and cross‑promote AI solutions across Spectral’s portfolio, increasing discovery and adoption for SMB buyers.

“This acquisition is about focus and scale,” said Jenifer Osterwalder, CEO of Spectral Capital. “SMBs don’t want tool sprawl—they want trusted, ready-to-use AI automations that drive measurable outcomes. By combining Snack Prompt’s marketplace and media reach with Spectral’s invention engine and pending patent estate, we’re positioned to lead the category and deliver practical AI value, fast.”

“Snack Prompt was built to make AI automation buying simple for small and mid-sized businesses,” said Eder Teixeira, Founder of Snack Prompt. “Joining forces with Spectral gives us the IP firepower, capital, and go‑to‑market leverage to scale our marketplace, expand vertical offerings, and serve customers even better—while our newsletter continues to grow the community and spotlight real‑world solutions.”

Transaction highlights (per the binding term sheet):

·Spectral to acquire 100% of Snack Prompt for 10,000,000 Spectral common shares (1,500,000 initial + up to 8,500,000 earn‑out).

·Spectral to invest up to $5,000,000 into the Snack Prompt business unit, subject to audits and milestones, including dedicated funding at closing to accelerate the AI newsletter and growth initiatives.

·Closing is subject to customary conditions, including completion of due diligence, board approvals, and execution of definitive agreements.

About Spectral Capital Corporation

Spectral Capital (OTCQB: FCCN) is an innovation-driven company focused on building, acquiring, and scaling products at the frontier of artificial intelligence. Spectral’s strategy combines original invention, an active pending‑patent pipeline, and disciplined productization to create durable value across enterprise and SMB markets. For more information visit Spectral Capital.

About Snack Prompt Corp.

Snack Prompt is an AI workflow‑automation marketplace designed for small and medium‑sized businesses, helping teams discover, compare, and adopt AI automations that save time and drive outcomes. Snack Prompt also publishes a top‑five AI newsletter by circulation, connecting a large and engaged audience with practical AI solutions.

Media Contact:

Contact@spectralcapital.com

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and FCCN's growth and business strategy. Words such as "expects," "will," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations on such words and similar expressions are intended to identify forward-looking statements. Although FCCN believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of FCCN. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in FCCN's business; competitive factors in the market(s) in which FCCN operates; risks associated with operations outside the United States; and other factors listed from time to time in FCCN's filings with the Securities and Exchange Commission. FCCN expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in FCCN's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Spectral Capital and MultiCortex Execute Definitive Term Sheet

Positioning to Build a Global Leader in Native AI, Heterogeneous, and Quantum-Ready Computing

Seattle, WA – October 8, 2025 – Spectral Capital Corporation (OTCQB: FCCN) (“Spectral”) announced today that it has executed a binding term sheet to acquire MultiCortex, LLC, a world leader in the design and deployment of heterogeneous computing systems optimized for artificial intelligence (AI).

This transaction positions the combined company to lead a new era of computing — one defined by native AI operating systems, AI-native heterogeneous architectures, and quantum-ready integration. While most current PCs exhibit a small degree of heterogeneity through CPUs, HPU, XPU and GPUs, few systems integrate native AI Accelerators directly into their architecture. As AI becomes central to nearly all computing tasks, the demand for systems that support persistent, private, and local AI capabilities has never been greater.

“Today’s consumer and business users are devoting an ever-increasing percentage of their computer time to AI tasks,” said Jenifer Osterwalder, CEO of Spectral Capital. “They want their AI to be available across applications, to update automatically, and to run locally for maximum privacy. The Spectral–MultiCortex combination uniquely addresses this need with systems purpose-built for AI-native performance, privacy, and adaptability. Together, we expect to become a global leader in next-generation AI hardware and operating systems.”

MultiCortex has established itself as an innovative company in heterogeneous computing, offering a complete and optimized operating system for Artificial Intelligence processing including Computer Vision, Large Language Models (LLMs), Vision-Language Models (VLMs), Automatic Speech Recognition (ASR), and other high-performance segments. The company’s platform enables seamless deployment of AI workloads across diverse processors and accelerators, delivering unprecedented efficiency and scalability.

Beyond its proven expertise in AI-native system design, MultiCortex is also advancing the intersection of AI operating systems and quantum computing. Led by Chief Technology Officer, Alessandro “Cabelo” Faria, an Intel Global Innovator, the company is building an architecture designed to seamlessly leverage hybrid quantum cloud computing as it becomes commercially viable. This integration will provide MultiCortex users an early and sustained advantage in adopting quantum-accelerated AI applications — enabling them to tackle complex workloads with unmatched speed and precision.

“Combining MultiCortex’s proven hardware design and systems expertise with Spectral’s deep intellectual property portfolio and financial resources creates a powerhouse for innovation,” said Thiago Moura da Silva, of MultiCortex. “Our shared vision is to build computers that think locally — machines where AI is not an add-on, but a native capability woven into the fabric of the operating system itself. And as quantum computing comes online, our users will be among the first to benefit from true hybrid AI-quantum workflows.”

Following completion of a PCAOB-certified audit and Spectral’s uplisting to the Nasdaq Capital Market, Spectral will invest up to $15 million in the MultiCortex business unit to accelerate product development and commercialization. Spectral also anticipates leveraging its extensive patent library and filing infrastructure to become the world’s largest filer of new native AI operating system patents by the end of 2025.

The companies expect to complete due diligence and finalize definitive agreements shortly, with closing subject to customary approvals and conditions.

About Spectral Capital Corporation

About MultiCortex, LLC

MultiCortex is a leader in heterogeneous computing and AI-native operating systems, integrating CPUs, GPUs, and AI Accelerators to achieve unmatched performance and efficiency. With deep expertise at the frontier of AI and quantum computing, and a CTO recognized as an Intel Global Innovator, MultiCortex is pioneering systems that seamlessly leverage hybrid quantum cloud computing to give users a decisive technological edge.

Media Contact: Spectral Capital Corporation Contact@spectralcapital.com www.spectralcapital.com

Forward-Looking Statements