8-K
SPECTRAL CAPITAL Corp (FCCN)
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):
January 4, 2026
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 Ave, 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.
On January 4, 2026 Spectral Capital Corporation, a Nevada corporation (the “Company”), entered into a Binding Term Sheet (the “Term Sheet”) with Intermatica S.p.A., a società per azioni organized under the laws of the Republic of Italy (“Intermatica”), setting forth the principal terms and conditions pursuant to which the Company intends to acquire 100% of the issued and outstanding equity interests of Intermatica, subject to the negotiation and execution of a definitive stock purchase agreement and the satisfaction of specified conditions.
The Term Sheet provides that consideration for the proposed transaction would consist of the issuance of 5,000,000 shares of the Company’s common stock at the closing of the transaction, subject to escrow, buy-back, standstill, and minimum value protection provisions. In addition, the Term Sheet contemplates the potential issuance of up to an additional 5,000,000 shares of the Company’s common stock upon the achievement of specified post-closing, performance-based earn-out milestones over a multi-year period, resulting in a maximum potential aggregate consideration of up to 10,000,000 shares of the Company’s common stock. The Term Sheet further provides that no Intermatica shareholder may beneficially own more than 4.9% of the Company’s issued and outstanding common stock at any time.
The proposed transaction remains subject to, among other things, completion of financial, legal, and operational due diligence, including a financial audit of Intermatica by a PCAOB-qualified firm (unless waived by the Company), negotiation and execution of a definitive acquisition agreement, satisfaction or waiver of customary closing conditions, and approval by the boards of directors of the respective parties. There can be no assurance that a definitive agreement will be executed or that the proposed transaction will be consummated.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Binding Term Sheet, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
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 Sheet dated January 4, 2026, by and among Spectral Capital Corporation and Intermatica S.p.A.. |
| 99.1 | Press Release issued by Spectral Capital on January 7, 2026. |
| 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: January 7, 2026 | By: | /s/ Jenifer Osterwalder |
| Name: | Jenifer Osterwalder | |
| Title: | Chief Executive Officer, President |
BINDING TERM SHEET
Spectral Capital Corporation – Intermatica Acquisition
This Binding Term Sheet (the “Term Sheet”) sets forth the principal terms and conditions under which Spectral Capital Corporation, a Nevada corporation (“Spectral”), will acquire 100% of the outstanding stock of Intermatica S.p.A., a società per azioni organized and existing under the laws of the Republic of Italy. **** (“Intermatica”). This Term Sheet is intended to be binding, except where expressly stated otherwise.
1. Parties
Buyer: Spectral Capital Corporation A Nevada corporation Chief Executive Officer: Jenifer Osterwalder
Seller: Intermatica S.p.A., A società per azioni organized and existing under the laws of the Republic of Italy Chief Executive Officer: Gianluca Benedetti
2. Structure of Transaction
Spectral will acquire 100% of the issued and outstanding shares of Intermatica (the “Acquired Interests”) pursuant to a Definitive Stock Purchase Agreement (the “Definitive Agreement”).
3. Purchase Price
The total consideration to be paid by Spectral to Intermatica’s shareholders shall be as follows:
5,000,000 common shares of Spectral Capital Corporation issued immediately upon closing of the transaction and subject to lock-up agreements (“Spectral Shares”).
Escrow-Buy Back. The 5,000,000 shares above are subject to an escrow, buy-back and stand-still agreement that provides a minimum liquidity value of the Spectral shares issued of $40,000,000 or the transaction will be subject to rescission and a proper stand-still agreement will be in place until such milestone is achieved. Spectral shall have a right of recission if the first milestone below on the earn out isn’t met.
Earn Out Provision
Up to 5,000,000 additional common shares of Spectral Capital Corporation upon achievement of the following milestones anytime within the next 3 years (“Earn Out Shares”):
Milestone 1: $2,000,000 in free cash flow for the 2026 or 2027 years by no later than December 31, 2027 (whichever happens earlier): 2,500,000 shares
For each additional $500,000 in yearly free cash flow earned through December 31, 2029, 156,250 additional shares are earned for up to a total of 2,500,000 additional shares at $10,000,000 in free cash flow. Each increment only counts once, so if the December 31, 2028 free cash flow number is $3,000,000, an additional 312,500 shares will be earned and if the December 31, 2029 free cash flow number is $4,000,000 an additional 312,500 would be earned. This would equal a total of 5,000,000 in initial shares, 2,500,000 shares for Milestone 1, 312,500 for the December 31, 2028 milestone and 312,500 for the December 31, 2029 milestone for a grand total of 8,125,000 shares.
The Definitive Agreement will also contain a provision that will prevent any Intermatica shareholder from being a holder of more than 4.9% of the issued and outstanding shares of Spectral.
4. Closing Timeline
The parties agree that the closing of the acquisition (the “Closing”) will occur as soon as possible, subject to satisfaction of the conditions below.
5. Conditions to Closing
The obligations of Spectral to consummate the acquisition are conditioned upon completion, to Spectral’s satisfaction, of:
1.Financial audit of Intermatica by a PCAOB-qualified firm or waiver of this condition by Spectral providing such an audit has been initiated.
2.Corporate and legal due diligence, including verification of ownership, contracts, liabilities, IP, and compliance to Spectral’s sole business judgement.
3.Negotiation and execution of the Definitive Agreement and all related documents.
Failure to meet any of these conditions permits Spectral to decline to close without penalty.
7. Exclusivity
From the date of this Term Sheet until the earlier of (i) the Closing or (ii) 180 days, Intermatica agrees not to solicit, negotiate, or accept any proposal relating to the sale, financing, or transfer of any equity or material assets without Spectral’s written consent.
8. Confidentiality
The existence and terms of this Term Sheet are confidential and may not be disclosed other than to professional advisers, regulators, or as required by law (including any SEC filings by Spectral) without the consent of Spectral. The Parties understand that Spectral is in the process of a NASDAQ uplisting there will be no public announcements regarding the term sheet without the consent of Spectral.
9. Binding Effect
This Term Sheet is binding and enforceable subject to the due diligence requirements listed herein. The parties agree to negotiate the Definitive Agreement in good faith.
10. Governing Law-Expenses
This Term Sheet shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-law principles. Each party shall bear its own expenses in this Binding Term Sheet. Spectral shall bear its own legal, accounting and travel expense and Intermatica shall bear its own expenses, including the costs of any audits of Intermatica.
IN WITNESS WHEREOF, the parties have executed this Binding Term Sheet as of the dates below.
SPECTRAL CAPITAL CORPORATION By: ________________________________ Jenifer Osterwalder Chief Executive Officer Date: ______________________________
INTERMATICA S.P.A., By: ________________________________ Gianluca Benedetti Chief Executive Officer Date: ______________________________
Spectral Capital Acquires Intermatica, Expands Global AI- and Quantum-Forward Telecommunications Platform, Advances Revenue Goal
Seattle, WA — January 7, 2026 — Spectral Capital Corporation (OTCQB:FCCN) (“Spectral” or the “Company”) today announced the signing of a binding term sheet to acquire Intermatica S.p.A., an Italy-based telecommunications and technology company, marking another important milestone in Spectral’s strategy to achieve $450 million in profitable revenue in 2026. The term sheet provides that Intermatica will deliver up to $10 million in yearly free cash flow to Spectral to fully earn out the 10,000,000 common shares provided under the term sheet.
The proposed acquisition of Intermatica builds on Spectral’s expanding portfolio of operating telecommunications businesses and reinforces the Company’s strategy of integrating artificial intelligence, advanced analytics, and quantum-forward technologies into established, revenue-generating communications platforms across global markets.
Intermatica operates in enterprise and carrier-grade telecommunications services, with capabilities spanning network services, routing, and communications infrastructure. Upon completion of the transaction, Spectral expects to apply its proprietary and developing AI-native and quantum-forward technologies to enhance network optimization, traffic routing, cost efficiency, fraud prevention, and operational scalability across Intermatica’s existing business.
Jenifer Osterwalder, Chief Executive Officer of Spectral Capital Corporation, commented:
“The Intermatica transaction represents another step forward in executing Spectral’s long-term plan. By combining established telecommunications operators with AI- and quantum-forward technology capabilities, we are building a differentiated global platform designed for scale, profitability, and long-term competitive advantage. This acquisition aligns directly with our objective of reaching $450 million in profitable revenue in 2026.”
Daniel Gilcher, Chief Financial Officer of Spectral Capital Corporation, added:
“Intermatica already operates a solid, revenue-generating telecommunications business. What makes this opportunity particularly compelling is the potential to materially expand margins by integrating Spectral’s AI and quantum-forward intellectual property portfolio into Intermatica’s existing network, routing, and operational workflows. Over time, we believe this technology-driven optimization can significantly improve efficiency, scalability, and profitability without requiring a fundamental change to Intermatica’s core business model.”
Spectral’s acquisition strategy is focused on identifying best-of-breed telecommunications companies with established customers, infrastructure, and cash-flow potential, and enhancing their performance through disciplined capital allocation and advanced technology integration. The proposed Intermatica acquisition follows Spectral’s recent telecommunications transactions and further expands the Company’s presence across European and international markets.
The proposed transaction remains subject to completion of due diligence, execution of a definitive acquisition agreement, satisfaction of customary closing conditions, and applicable
regulatory and corporate approvals. There can be no assurance that the transaction will be consummated on the terms currently contemplated, or at all.
About Spectral Capital Corporation
Spectral Capital (OTCQB: FCCN) is building the next generation of AI and quantum enabled digital infrastructure. With an extensive patent and IP portfolio across AI and quantum technologies, Spectral is the acquirer of choice for digital infrastructure including telecommunications, voice, SMS technologies and edge data centers. Spectrals’ 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:
Contact@spectralcapital.com
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.