FCCN 8-K
SPECTRAL CAPITAL Corp (FCCN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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.
On July 15, 2025, Spectral Capital Corporation (the “Company”) entered into a Definitive Share Exchange Agreement (“Agreement”) with Heritage Ventures Ltd., an Irish company, and 42 Telecom Ltd., a company organized under the laws of Malta (“42 Telecom”). Pursuant to the terms of the Agreement, the Company agreed to acquire 100% of the issued and outstanding shares of 42 Telecom in exchange for the issuance of 8,000,000 shares of the Company’s common stock and the placement of an additional 8,000,000 shares into escrow, subject to certain earnout and performance conditions. The agreement was supplemented by an Addendum that was signed on August 1, 2025 and that governs certain post-closing items and escrow representations contained in the Agreement. The Addendum is attached as an exhibit hereto.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 1, 2025, the Company completed the acquisition of 42 Telecom Ltd. in accordance with the terms of the Definitive Share Exchange Agreement. The acquisition was consummated upon the execution of a Closing Certificate by all parties confirming that all conditions to closing were satisfied. As a result, 42 Telecom Ltd. is now a wholly owned subsidiary of Spectral Capital Corporation. The Closing Certificate is attached hereto as an exhibit.
The transfer of the shares of 42 Telecom Ltd. on the Maltese company registry is expected to be filed immediately following the closing as a post-closing administrative matter and is subject only to the completion of a post-closing obligations as described in the Addendum.
The Company intends to file the audited financial statements of 42 Telecom Ltd., along with the required pro forma financial information, within the time period permitted under applicable SEC regulations.
A copy of the executed Closing Certificate dated August 1, 2025 is attached hereto as Exhibit 2.2.
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 |
2.1 |
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2.2 |
| Closing Certificate dated August 1, 2025, executed by Spectral Capital Corporation, Heritage Ventures Ltd., and 42 Telecom Ltd. |
2.3 |
| Addendum dated August 1, 2025 to the Definitive Share Exchange Agreement dated July 15, 2025, by and among Spectral Capital Corporation, Heritage Ventures Ltd., and 42 Telecom Ltd. |
99.1 |
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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.
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Date: August 4, 2025 | By: | /s/ Jenifer Osterwalder |
| Name: | Jenifer Osterwalder |
| Title: | Chief Executive Officer, President |
CLOSING CERTIFICATE
OF HERITAGE VENTURES LTD., SPECTRAL CAPITAL CORPORATION, AND 42 TELECOM LTD.
DATED AS OF AUGUST 1, 2025
This certificate (this “Certificate”) is delivered by the undersigned, duly appointed Secretaries of the entities listed below (the “Parties”), pursuant to the Definitive Share Exchange Agreement dated July 15, 2025 (the “Agreement”), by and among Spectral Capital Corporation, a Nevada corporation (“Spectral”), Heritage Ventures Ltd., an Irish corporation (“Heritage”), and 42 Telecom Ltd., a Maltese corporation (“42 Telecom”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
Each of the undersigned, in their respective capacity as corporate Secretary or authorized signatory of their respective company, hereby certifies as follows:
1. Authorization and Binding Effect. All internal corporate approvals necessary to consummate the transactions contemplated by the Agreement, including but not limited to the exchange of shares and all closing deliverables, have been duly obtained. Each Party has executed the Agreement and the related closing documentation, and such agreements are valid, binding, and enforceable obligations of the Parties.
2. Satisfaction of Closing Conditions. All conditions precedent to the Closing under Articles I and VII of the Agreement have been satisfied or waived, including the issuance of the Spectral Shares and Escrow Shares and the delivery of all required corporate approvals and share certificates. There have been no material changes to any party since the date that the Agreement was signed.
3. Immediate Closing. The Closing under Section 1.2 of the Agreement shall be deemed effective as of the date of this Certificate upon execution by the Parties, and the exchange of consideration contemplated under Section 1.1 is hereby confirmed to be complete and legally binding as of the date hereof.
4. Post-Closing Filing of Maltese Share Transfer. The Parties agree that the filing of the transfer of one hundred percent (100%) of the issued and outstanding shares of 42 Telecom Ltd. with the Maltese company registry shall occur immediately following the Closing as a post-closing administrative matter subject to satisfactory execution of the Addendum signed between the parties. Such filing shall be conditioned only upon the execution and delivery to Maltese counsel of a mutually satisfactory implementation of
the Addendum. Each Party agrees to promptly cooperate in good faith to finalize and deliver such letter.
5. Ratification of Post-Closing Obligations. The Parties confirm and acknowledge that all post-closing obligations under the Agreement, including PCAOB audit cooperation, Escrow Share management, and performance adjustment mechanics, remain in full force and effect and are not waived or modified by this Certificate.
IN WITNESS WHEREOF, the undersigned have executed this Closing Certificate as of the date first written above.
HERITAGE VENTURES LTD.
By: ___________________________
Name: Federico Germondani
Title: Secretary
SPECTRAL CAPITAL CORPORATION
By: ___________________________
Name: Jenifer Osterwalder
Title: Secretary
42 TELECOM LTD.
By: ___________________________
Name: Orlando Taddeo
Title: Secretary
ADDENDUM AGREEMENT
DATED AS OF August 1, 2025
This Addendum Agreement (the “Agreement”) is entered into by and between:
Spectral Capital Corporation, a corporation organized and existing under the laws of the State of Nevada, United States of America, with registered offices at 701 Fifth Ave, Suite 4200, Seattle, WA 98104, USA (“Spectral”);
and
Heritage Ventures Ltd., a corporation organized and existing under the laws of Ireland, with its registered office at 17 Clanwilliam Square, Grand Canal Quay, Dublin 2 D02 DH98 - Republic of Ireland (“Heritage”)
and
42 Telecom Ltd., company incorporated and registered in Malta under registration number C 50141
with its registered office at 93 Triq G.F. Agius De Soldanis, Santa Venera, SVR 1910, Malta (“42 Telecom”)
Each a “Party” and together the “Parties”.
WHEREAS:
(i)Under a definitive share exchange agreement entered into on July 15, 2025 (the "Exchange Agreement") between Spectral, Heritage and 42 Telecom, Heritage transferred 1,300 shares in 42 Telecom (the “42 Telecom Shares”) which represent all of the issued and outstanding shares in 42 Telecom to Spectral, in exchange for which Spectral issued 8,000,000 shares of Spectral’s common stock (the “Spectral Shares”);
(ii)Under “Bonus Shares” and “Valuation Guarantee” provisions of the Exchange Agreement, Spectral shall issue certain amount of additional Spectral Shares to Heritage if certain conditions occur. Spectral therefore issued additional 8,000,000 shares of Spectral’s common stock (the “Spectral Escrow Shares”) and deposited them to be held in escrow in accordance with the provisions of an escrow agreement entered into on July 31, 2025 (the “Spectral Shares Escrow Agreement”) between Spectral, Heritage and Jonathan Dariyanani, Attorney at Law, in his capacity as escrow agent. The Spectral Escrow Shares are to be released, transferred or cancelled in accordance with the provisions of the Spectral Shares Escrow Agreement;
(iii)Pursuant to the Exchange Agreement, the total consideration in Spectral shares, which are assumed to be marketable over a liquidity market, including any and all of the Spectral Shares and Spectral Escrow Shares (“All Spectral Shares”) for the sale and transfer of the 42 Telecom Shares to Spectral shall realize a fair market value money at least equal to USD 30,000,000 (“Consideration”);
(iv)Following the expiration of the Lock Up period (as defined in the Exchange Agreement), Heritage shall be entitled to freely trade All Spectral Shares on the NASDAQ entry tier marketplace (“Market”), subject to applicable laws and regulations to achieve the Consideration.
(v)In accordance with Article 4.3 of the Exchange Agreement, if (a) Spectral does not achieve an uplisting to the Market for its shares or (b) otherwise, due to insufficient liquidity (defined as the absence of bona fide bids at or above the prevailing market price for the relevant Spectral shares) or other circumstances, Heritage is unable to obtain the Consideration by disposing of All Spectral Shares in the Market, the Parties have agreed a retransfer arrangement for both the 42 Telecom Shares and the outstanding Spectral shares assigned to Heritage under the Exchange Agreement;
(vi)Following the expiration of the Lock-Up period, in accordance with Art. 2.3 of the Exchange Agreement, Heritage shall be permitted to sell or transfer up to 10% of the total number of Spectral shares received under the Exchange Agreement per month, beginning on the first trading day after the Lock-Up Period ends and continuing monthly thereafter (“Trickle-Out Release Period”), unless otherwise authorized in writing by Spectral. Spectral may then, in its sole discretion, release all or part of the remaining shares prior to the expiration of the Trickle-Out Release Period.
(vii)Upon expiration of the Lock Up period and expiration (or termination) of the Trickle-Out Release Period, Heritage may, at its sole discretion, seek and obtain to repurchase 42 Telecom Shares in exchange for the return of the shares in Spectral plus any amounts advanced to Heritage by Spectral.
(viii)The Parties intend then to agree on Heritage having the right to re-acquire the 42 Telecom Shares and Spectral grant such right to Heritage subject to the terms and conditions of this Agreement.
NOW THEREFORE THE PARTIES AGREED AS FOLLOWS:
1. Definitions
The preamble of this Agreement and definitions used therein are legally binding and form an integral part of this Agreement.
2. Heritage’s Call Option
Subject to the terms of this Agreement, Spectral hereby grants to Heritage an irrevocable right (the “Call Option”) to acquire 42 Telecom Shares, which represent one hundred percent (100%) of the issued and outstanding shares of 42 Telecom as well as any additional shares in 42 Telecom if any such shares are issued to Spectral after the date of this Agreement (the “Additional 42 Telecom Shares” and together with the 42 Telecom Shares, the “All 42 Telecom Shares”), in exchange for:
(a) the return of such number of the Spectral Shares as are held by Heritage on the date of exercise of the Call Option;
(b) the return of such number of Spectral Escrow Shares (if any) as will be released to Heritage pursuant to the Spectral Shares Escrow Agreement in the period from the entry into the Spectral Shares Escrow Agreement until the date of exercise of the Call Option and still held by Heritage on the date of exercise of the Call Option; and
(c) the payment of the actual amounts received by Heritage (if any) for the sale of the Spectral Shares and/or the Spectral Escrow Shares with a minimum value of $3.00 USD for each share of Spectral not returned unless such provision is specifically waived by Spectral in writing.
trading day after the expiration (or termination) of the Trickle-Out Release Period and later than ninety (90) days following such date.
Upon receipt of the Call Notice and in lieu of the sale of 42 Telecom shares back to Heritage under the Call Option, Spectral shall have the right, at its sole election, to instead of returning the 42 Telecom Shares, to pay Heritage the sum of USD $30,000,000 within 180 days of receipt of the Call Notice, less:the payment of the actual amounts received by Heritage (if any) for the sale of the Spectral Shares and/or the Spectral Escrow Shares with a minimum value of $3.00 USD for each share of Spectral not returned thereunder.
3. Spectral’s Put Option
Unless Section 2 is irrevocably waived in writing by Heritage prior to the expiration (or termination) of the Trickle-Out Release Period, Spectral shall also have the right to put All 42 Telecom Shares back to Heritage under the same terms as Section 2 above (the “Put Option”). The Put Option may be exercised by Spectral by providing Heritage with irrevocable written notice (the "Put Notice") to the registered offices of Heritage set out in the preamble or to Heritage’s email address [email protected] at any time during the same ninety (90) day window defined in Section 2. Provided, however, that if 42 Telecom shall achieve the 2025 financial targets defined in the Exchange Agreement with an acceptable deviation of 20% according to the audited financial statements, Spectral shall waive this Put Option.
4. Authorized Transfer Agent Instruction
Simultaneously with entry into this Agreement, the Parties shall enter into a Maltese law governed escrow agreement (the “Maltese Escrow Agreement” with WH Partners (the “Maltese Escrow Agent”) pursuant to which Spectral will irrevocably and unconditionally appoint and authorise the Maltese Escrow Agent by way of security, as its attorney (with full power of substitution) and in its name or otherwise on its behalf to sign and deliver to Heritage all such documents as may be required to effectuate the transfer of All 42 Telecom Shares back to Heritage or its designee, immediately upon being notified by Heritage that either it exercised its Call Option or that Spectral exercised its Put Option. Such notification to the Maltese Escrow Agent will need to include a confirmation by Heritage that it complied with all its obligations under this Agreement.
The Spectral warrants to Heritage that the authorization to the Maltese Escrow Agent under the Maltese Escrow Agreement shall be sufficient legal authorization to effectuate the transfer of All 42 Telecom Shares back to Heritage under applicable Maltese law, Nevada law, and the governing documents of 42 Telecom and Spectral. The Escrow Agent is to be indemnified by the Parties under the Maltese Escrow Agreement except for willful misconduct or gross negligence.
5. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Malta, without regard to its conflict of laws provisions. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Malta.
6. Miscellaneous
In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Exchange Agreement, the provisions of this Agreement shall prevail and shall be deemed to supplement and replace the conflicting provisions of the Exchange Agreement, but only to the extent of such conflict or inconsistency. Except as expressly modified herein, the Exchange Agreement shall remain in full force and effect.
This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.
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SPECTRAL CAPITAL CORPORATION
By: ___________________________
Name: Jenifer Osterwalder
Title: President and CEO
HERITAGE VENTURES LTD.
By: ___________________________
Name: Federico Germondani
Title: Director
42 TELECOM LIMITED
By: ___________________________
Name: Orlando Taddeo
Title: Director
Spectral Capital Completes Acquisition of 42 Telecom Ltd.
Integration of Spectral’s AI and quantum IP expected to transform 42 into enterprise-scale CRM and messaging powerhouse
Acquisition includes $16 million in guaranteed profitable revenue for 2025
SEATTLE, August 4, 2025 /PRNewswire/ — Spectral Capital Corporation (OTC: FCCN), a technology company focused on the convergence of artificial intelligence and emerging quantum computing technologies, today announced that it has completed the acquisition of 42 Telecom Ltd. (“42”), a global provider of enterprise messaging infrastructure. The acquisition closed on August 3, 2025, following the execution of a Closing Certificate confirming the satisfaction of all conditions in the Definitive Share Exchange Agreement signed July 15, 2025.
Under the agreement, Spectral acquired 100% of 42 Telecom’s issued and outstanding shares in exchange for 8 million shares of Spectral common stock, with an additional 8 million shares placed in escrow. The transaction includes a contractual guarantee that 42 will generate at least $16 million in profitable revenue for fiscal year 2025.
The integration of Spectral Capital’s 31 patent-pending innovations—focused at the intersection of artificial intelligence and quantum computing—positions 42 Telecom Ltd. to evolve into a global platform with transformative capabilities. By embedding Spectral’s proprietary technologies into 42’s existing messaging infrastructure, the company can unlock unprecedented levels of intelligent automation, fraud prevention, predictive engagement, and dynamic routing. These enhancements are expected to dramatically lower operating costs, optimize traffic monetization, and enable sophisticated enterprise-grade CRM and customer engagement features tailored for the U.S. market. With scalable, AI-driven personalization and quantum-secure communications layered into its SMS platform, 42 Ltd. is poised to differentiate itself in the high-margin U.S. enterprise segment, capturing market share from legacy providers and accelerating growth through value-added, low-latency API integrations for marketing, support, and behavioral analytics applications.
"This acquisition represents a pivotal moment for Spectral, as we operationalize our deep IP portfolio in a revenue-generating business with global scale and U.S. enterprise potential," said Jenifer Osterwalder, CEO of Spectral Capital Corporation. "We believe the integration of our AI and quantum technologies into 42’s infrastructure will not only increase efficiency and defensibility but create a leap in commercial value similar to what we’ve seen at companies like C3.ai and Service Now, whose valuations surged as they embedded AI into their core platforms."
Glen Warren, CEO of 42 Telecom Ltd., commented, "Our team is energized by the opportunity to pair Spectral’s world-class intellectual property with our scalable messaging infrastructure. We see enormous potential in the U.S. enterprise space, where demand for secure, intelligent, and integrated communication tools is growing rapidly. We are confident that together, we will reshape how global enterprises engage with their customers."
The Company will file the required audited financial statements and pro forma disclosures for 42 Telecom Ltd. within the applicable SEC filing deadlines.
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.
About Spectral Capital Corporation (OTC: FCCN):
Spectral Capital Corporation is a deep technology company focused on the intersection of AI technology and Quantum Computing. Founded in 2000 and headquartered in Seattle, Spectral brings over 20 years of expertise in accelerating emerging technologies, including more than a decade of developing artificial intelligence solutions.
With a robust and growing intellectual property portfolio approaching 500 patents, Spectral specializes in acquiring, developing, and licensing transformative innovations at the intersection of AI and quantum technologies. The company partners with major research universities to drive frontier research and commercialization, and it integrates its proprietary technologies into acquired operating companies to unlock dramatic improvements in growth, efficiency, and profitability.
For more information, visit Spectral Capital.
About 42 Telecom Ltd.
42 Telecom Ltd. is a global provider of carrier-grade international messaging services, with proprietary platforms that serve billions of SMS transactions annually. The company is known for its robust fraud mitigation infrastructure and its early integration of blockchain frameworks into telecommunications.
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