FCCN 8-K
SPECTRAL CAPITAL Corp (FCCN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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INTRODUCTORY NOTE
Unless the context otherwise requires, “we,” “us,” “our,” “Spectral” and the “Company” refer to Spectral Capital Corporation, Inc., a Nevada corporation and its consolidated subsidiaries following the Closing (as defined below).
Item 7.01 – Regulation FD Disclosure
On November 6, 2025, Spectral Capital Corporation (the “Company”) issued a press release announcing preliminary, unaudited 2025 results reported by its pending acquisition target, Telvantis Voice Services, Inc., and revenue guidance provided by its recently acquired subsidiary, 42 Telecom Ltd. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.
Item 8.01 – Other Events
Spectral expects to close the previously announced acquisition of Telvantis Voice Services, Inc. on or about December 19, 2025, subject to customary closing conditions. Following closing, Telvantis will become a wholly owned subsidiary, and its results will be consolidated into Spectral’s financial statements beginning on that date.
42 Telecom Ltd., acquired effective August 1, 2025, has provided management guidance indicating expected 2025 revenue of approximately $30 million. Consistent with U.S. GAAP purchase-accounting standards, only revenues generated after the closing date of August 1, 2025, are included in Spectral’s 2025 consolidated financial statements.
Cautionary Note Regarding Forward-Looking Statements
This Report includes statements that express Spectral’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report (including in information that is incorporated by reference into this Report) and include statements regarding Spectral’s intentions, beliefs or current expectations concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, and strategies of Spectral and the markets in which Spectral operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Spectral.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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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: November 6, 2025 | By: | /s/ Jenifer Osterwalder |
| Name: | Jenifer Osterwalder |
| Title: | Chief Executive Officer, President |
Spectral Capital Announces Projected $274,000,000 in 2025 Revenue Reported by Telvantis Voice Services, Inc. and 42 Telecom Ltd.
Seattle, WA – November 6, 2025 – Spectral Capital Corporation (OTCQB: FCCN) (“Spectral” or the “Company”) today announced projected unaudited 2025 results provided by its pending acquisition target, Telvantis Voice Services, Inc.(“Telvantis”), as well as management guidance from its recently acquired subsidiary, 42 Telecom Ltd. (“42 Telecom”).
Telvantis management has disclosed guidance for projected unaudited revenues of approximately $250 million for the full year 2025, reflecting strong enterprise demand across its global voice infrastructure and AI-integrated communications platforms. Spectral expects to close the previously announced acquisition of Telvantis on or about December 19, 2025, subject to customary closing conditions. Upon closing, Telvantis will become a wholly owned subsidiary of Spectral, and its results will be consolidated into Spectral’s financial statements beginning on that date.
In addition, 42 Telecom Ltd., which was acquired by Spectral on August 1, 2025, has provided management guidance indicating expected 2025 revenue of approximately $24 million. Consistent with U.S. GAAP purchase-accounting standards, only revenues generated after the closing date of August 1, 2025, are included in Spectral’s 2025 consolidated financial statements.
“These preliminary figures demonstrate the accelerating commercial traction across Spectral’s expanding communications and AI portfolio,” said Jenifer Osterwalder, Chief Executive Officer of Spectral Capital Corporation. “Telvantis’s expected $250 million in annual revenue and 42 Telecom’s $24 million guidance highlight the strength of the businesses we are combining. While only post-closing results are consolidated under accounting rules, these figures provide a clear picture of the scale Spectral is building as we move toward our NASDAQ uplisting.”
These results are preliminary, unaudited, and subject to change pending completion of Telvantis’s PCAOB audit and Spectral’s purchase-accounting procedures. Spectral expects to provide pro forma combined financial information for Telvantis and 42 Telecom in its upcoming filings with the U.S. Securities and Exchange Commission.
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.
Contact:
www.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.