SPECTRAL CAPITAL Corp 8-K, filed Jun 4, 2025
SPECTRAL CAPITAL Corp (FCCN)
About this 8-K
SPECTRAL CAPITAL Corp filed this 8-K on June 4, 2025, reporting on events of May 25, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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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:
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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
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TABLE OF CONTENTS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
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Item 1.01 | 3 | |
Item 1.02 | 3 | |
Item 5.02 | 3 | |
Item 9.01 | 4 | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for development and commercialization of our planned technologies (ii) our limited financial resources, and (iii) need for additional capital to fund our operations.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, lack of revenue and/or future insufficient cash flows and resulting illiquidity, our inability to develop our business, significant government regulation, or inability to protect our intellectual property, existing or increased competition, penny stock risks, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in the section captioned “Risk Factors” and elsewhere in this Report.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.
Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.
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EXPLANATORY NOTE
Special Capital Corporation, a Nevada Corporation, is referred to herein as “we”, “our”, “us”, or the “Company”.
This Current Report responds to the following Items in Form 8-K:
Item 1.01. Entry into a Material Definitive Agreement.
On June 2, 2025, Spectral Capital Corporation (the "Company") executed a Restated Share Transfer Agreement (the "Restated Agreement") with Intrepid View Partners, LP (“Intrepid”). The Restated Agreement updates and supersedes an earlier share acquisition agreement in light of substantial corporate changes at the Company. Under the Restated Agreement, the Company acquired 169,889 common shares of a global autonomous vehicle company from Intrepid for an aggregate purchase price of $16,988,900. The purchase price was paid by the Company through the issuance of 1,698,890 restricted shares of its common stock to Intrepid View Partners, LP. The Restated Share Transfer Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On June 2, 2025, the Company the Board of Directors of the Company validated a settlement agreement (the "Settlement Agreement") with Sean Brehm and certain affiliated entities of Mr. Brehm, which provides for the rescission of all prior transactions between the Company and Mr. Brehm’s affiliated entities. Over the past twelve months, Mr. Brehm had led the Company toward a strategic direction at the intersection of artificial intelligence and quantum computing. That relationship has now matured and will continue outside of the Company through a private structure better suited to the government and defense contracts Mr. Brehm is pursuing.
Because Mr. Brehm’s entities did not meet the audit standards required for a potential uplisting of the Company’s stock to Nasdaq, those entities will continue the development of the Vogon Cloud, Quantomo, Node Nexus, and Crwdunit intellectual property independently, outside of the Company. Under the Settlement Agreement, the Company will retain ownership of 104 patents developed during the collaboration with Mr. Brehm. In addition, all shares of the Company’s stock that were previously issued to Mr. Brehm and his affiliates in connection with the prior acquisitions have been returned to the Company and cancelled. The Settlement Agreement is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2025, the board of directors accepted the resignations of Sean Brehm, Sam Lee, Aby Alexander, Chad Lemming, and Paul Breitenbach from the board of directors, who had each tendered their resignations to the board on May 26, 2025. None of these resignations resulted from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Also effective June 2, 2025, the Board of Directors appointed Michael Turner and Jeffrey Chong as directors of the Company, to serve on the Board effective immediately. Jeffrey Chong has been employed as an economist, capital markets expert and Chief Investment Officer for more than 20 years. Since November 2024, Mr. Chong has been employed as an independent capital markets consultant to Spectral Capital. Previously, he served as the Chief Investment officer of Turicum Asset Management AG (Zurich, Switzerland) from March of 2021 to September of 2023. Mr. Chong has a bachelor’s degree in Economics from the University of Victoria. The committee assignments for Mr. Chong have not yet been determined. There are no family relationships and no related party transactions between the Company and Mr. Chong. Mr. Chong received 500,000 options to purchase common shares of Spectral at $0.43 per share on June 12, 2024, as a consultant to Spectral but otherwise has no relationship with the Company. Michael Turner has been employed as an independent oil and gas consultant for the last five years. Previously, he has served in executive and field capacities in small, medium and large size energy producers in Canada. Mr. Turner has conducted no transactions with the Company, has no shares in the Company nor any family relationships. He has not been appointed to any committees as of yet.
## Item 9.01 Financial Statements and Exhibits.
**(d) Exhibits.**
* **Exhibit 10.1** – Restated Share Transfer Agreement, dated June 2, 2025, between Spectral Capital Corporation and Intrepid View Partners, LP.
* **Exhibit 10.2** – Settlement Agreement, dated May 25, 2025, between Spectral Capital Corporation and Sean Brehm (and affiliated entities).
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Item 9.01. Financial Statements and Exhibits.
(d) exhibits
Exhibit | Description |
10.1 | |
10.2 | Settlement Agreement, dated May 25, 2025, between Spectral Capital Corporation and Sean Brehm (and affiliated entities). |
104 | Cover Page Interactive Data (embedded within the Inline XBRL document) |
SIGNATURES
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.
Dated: June 4, 2025 |
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SPECTRAL CAPITAL CORPORATION |
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By: | /s/Jenifer Osterwalder |
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Name: Jenifer Osterwalder |
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Title: Chief Executive Officer |
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RESTATED SHARE TRANSFER AGREEMENT
THIS RESTATED SHARE TRANSFER AGREEMENT (the "Agreement") is made and entered into as of June 2, 2025, by and between:
1. 2. Intrepid View Partners, LP, (the "Seller"), and
Spectral Capital Corporation (the "Buyer").
The Seller and Buyer may each be referred to herein individually as a "Party" and collectively as
the "Parties."
1. Transfer of Shares
1.1 Agreement to Transfer
This Agreement is a restatement of the Share Transfer Agreement previously entered into between the Parties. This Agreement was restated as the Buyer has undergone significant corporate changes since the Parties first contemplated this transaction and the Seller wishes for the Buyer to affirm that the Buyer has received adequate disclosures regarding the current business, operations and financial condition of the Seller and still wishes to proceed with the Agreement. The Seller agrees to sell, assign, and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, 169,889 common shares (the "Shares") in a leading global multi-billion dollar Worldwide Autonomous Vehicle company with a next-generation approach to assisted and automated driving based on end-to-end AI (the “WAV Company"), subject to the terms and conditions set forth in this Agreement.
1.2 Purchase Price
The Buyer agrees to pay the Seller $100 per Share, for a total purchase price of sixteen million nine hundred eighty eight thousand, nine hundred dollars ($16,988,900) (the "Purchase Price").
1.3 Payment Terms
The Purchase Price shall be paid by the Buyer in the form of common shares in Spectral Capital at $10 per share for a total of 1,698,890 shares of Spectral.
2. Delivery of Shares
2.1 Delivery Date.
The Shares shall be delivered to the Buyer after a restricted holding period of 12 months.
2.2 Transfer and Registration
The Seller shall take all reasonable steps necessary to transfer the Shares to the Buyer, including executing any documentation required by the Company and its transfer agent. The Buyer acknowledges that the transfer may be subject to delays caused by any required corporate approvals or regulatory compliance. BOTH THE WAV AND THE SPECTRAL SHARES ARE RESTRICTED FROM SALE FOR THREE YEARS.
3. Acknowledgment of Restrictions and Compliance
3.1 Restricted Shares
The Buyer understands that the Shares are restricted securities under U.S. federal and state securities laws, and that they may not be resold, transferred, or otherwise disposed of unless an exemption from registration applies or the Shares are registered under applicable securities laws.
3.2 Company’s Requirements
The Buyer agrees to execute and deliver any necessary documents, certifications, shareholder agreements, or other forms required by the WAV Company to effectuate the transfer of the Shares, including any stock transfer agreements, investment representations, or acknowledgments of restrictions.
3.3 Legend on Shares
The Buyer acknowledges that the stock certificates or book-entry statements representing the Shares may bear a restrictive legend indicating that the Shares have not been registered under the Securities Act of 1933 and are subject to transfer restrictions.
4. Representations and Warranties
4.1 Seller’s Representations and Warranties
The Seller represents and warrants to the Buyer that: (a) The Seller is the legal and beneficial owner of the Shares and has full authority to sell and transfer the Shares to the Buyer free and clear of any liens, encumbrances, or restrictions, except as imposed by law.
(b) The execution, delivery, and performance of this Agreement will not violate any agreements, commitments, or applicable laws binding on the Seller.
(c) The Seller makes no representations or warranties regarding the Company, the financial condition of the Company, or the future value of the Shares.
4.2 Buyer’s Representations and Warranties
The Buyer represents and warrants to the Seller that: (a) The Buyer has sufficient knowledge and experience in financial and business matters to evaluate the risks and merits of purchasing the Shares.
(b) The Buyer is acquiring the Shares for investment purposes only and not with a view to resale or distribution in violation of securities laws.
(c) The Buyer understands that the Shares are subject to transfer restrictions and agrees to comply with any applicable restrictions, including those imposed by WAV
(d) The Buyer acknowledges that the purchase of the Shares involves a high degree of risk and has conducted their own due diligence regarding the Company.
5. Indemnification
Each Party agrees to indemnify, defend, and hold harmless the other Party from and against any and all claims, losses, liabilities, or damages resulting from any breach of the representations and warranties made herein.
6. Miscellaneous
6.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
6.2 Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, negotiations, and agreements, whether written or oral.
6.3 Amendments
No modification or amendment of this Agreement shall be valid unless made in writing and signed by both Parties.
6.4 Assignment
Neither Party may assign their rights or obligations under this Agreement without the prior written consent of the other Party.
6.5 Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
6.6 Binding Effect
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
IN WITNESS WHEREOF, the Parties hereto have executed this Share Transfer Agreement as of
the date first written above.
SELLER:
Intrepid View Partners, LP
Signature: ___________________________
V. Warner Walle
Managing Director
Date: May 30, 2025
BUYER:
Spectral Capital Corporation
Signature: ___________________________
Jenifer Osterwalder
CEO
Date: May 30, 2025
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement ("Agreement") is entered into and effective as of May 25, 2025 (the "Effective Date"), by and among:
(1)Spectral Capital Corporation, a Nevada corporation with its principal place of business in Washington State ("Spectral");
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(2)Sean Michael Brehm, an individual resident of the State of Florida ("Brehm"); and
(3)Node Nexus Network, a Dubai-based entity ("Node Nexus");
(4)Crwdunit Inc., a Delaware corporation ("Crwdunit");
(5)Quantomo OU, an Estonian private limited company ("Quantomo"); and
(6)Verdant Quantum OU, an Estonian private limited company ("Verdant").
Each of the above shall be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, disputes and claims have arisen among the Parties concerning certain business transactions, intellectual property rights, securities issuances, and other matters, including the issuance of 40,000,000 shares of Series Quantum Preferred Stock by Spectral to Brehm;
WHEREAS, the Parties wish to resolve all such disputes amicably and rescind all transactions among them while preserving Spectral’s rights to pursue claims for damages;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. RESCISSION
All transactions, agreements, memoranda of understanding, asset transfers, securities issuances, and commitments between or among Spectral on the one hand, and Brehm, Node Nexus, Crwdunit, Quantomo, and Verdant on the other, are hereby rescinded, nullified, and of no further force or effect.
The parties agree that the Asset Purchase Agreement between Spectral Capital Corporation and Node Nexus Network LLC, a United Arab Emirates entity, providing for the issuance of 40,000,000 preferred shares of Spectral, is hereby rescinded. The parties acknowledge that although this agreement had purported to assign certain patent rights to Spectral, Spectral has
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since independently developed 104 patent applications, which remain the property of Spectral and are expressly excluded from this rescission. The parties further agree that the following transactions are also rescinded: (1) the Quantomo transaction, which purported to assign analytic tomography technology to Spectral in exchange for 4,000,000 shares of Spectral common stock;
(2) Spectral’s acquisition of the Crwdunit assets (including tokens and intellectual property) in exchange for 3,750,000 shares of Spectral common stock; and (3) Spectral’s acquisition of Verdant Quantum, which purported to transfer semiconductor technology to Spectral in exchange for 10,000,000 shares of Spectral common stock. All associated intellectual property rights, token rights, and other assets related to each of these rescinded transactions shall revert to their original entities or owners, and all of the foregoing rescissions are effective immediately.
21 Release by Sean Brehm. Sean Brehm, on behalf of himself and his affiliates, officers, directors, shareholders, employees, agents, partners, insurers, reinsurers, trustees, attorneys, advisors, personal legal representatives, successors, and assigns (collectively, the "Brehm Releasors"), hereby irrevocably and unconditionally releases, acquits, remises, and forever discharges Spectral Capital and its affiliates, officers, directors, shareholders, employees, agents, partners, insurers, reinsurers, trustees, attorneys, advisors, personal legal representatives, successors, and assigns (collectively, the "Spectral Capital Releasees") from any and all claims, actions, causes of action, demands, suits, rights, damages, costs, losses, and expenses, whether known or unknown, suspected or unsuspected, accrued or unaccrued, liquidated or unliquidated, that the Brehm Releasors ever had, now have, or may hereafter have against the Spectral Capital Releasees arising from or relating to any matter, cause, or event occurring from the beginning of time through the Effective Date of this Agreement.
2.2Release by Spectral Capital. Spectral Capital, on behalf of itself and its affiliates, officers, directors, shareholders, employees, agents, partners, insurers, reinsurers, trustees, attorneys, advisors, personal legal representatives, successors, and assigns (collectively, the "Spectral Capital Releasors"), hereby irrevocably and unconditionally releases, acquits, remises, and forever discharges Sean Brehm and his affiliates, officers, directors, shareholders, employees, agents, partners, insurers, reinsurers, trustees, attorneys, advisors, personal legal representatives, successors, and assigns (collectively, the "Brehm Releasees") from any and all claims, actions, causes of action, demands, suits, rights, damages, costs, losses, and expenses, whether known or unknown, suspected or unsuspected, accrued or unaccrued, liquidated or unliquidated, that the Spectral Capital Releasors ever had, now have, or may hereafter have against the Brehm Releasees arising from or relating to any matter, cause, or event occurring from the beginning of time through the Effective Date of this Agreement.
2.3Scope of Release. The releases set forth in Sections 2.1 and 2.2 (collectively, the "Releases") are intended to be comprehensive and include all claims and potential claims against the Spectral Capital Releasees and the Brehm Releasees, respectively, to the fullest extent permitted by law. The Releases include, without limitation, any claim relating to or arising from the parties' business relationship, any agreements between the parties, or any other matter whatsoever, whether or not previously asserted.
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2.4Exception to Release. Notwithstanding the foregoing, the Releases do not extend to any claims, rights, or obligations expressly set forth in the indemnity agreements between the parties as outlined in Indemnification Section 7.0 of this Agreement.
2.5Unknown Claims. The parties acknowledge that they may discover facts different from, or in addition to, those they now know or believe to be true with respect to the claims released in this Agreement, and agree that the Releases shall be and remain in effect in all respects as a complete and general release, notwithstanding any such different or additional facts.
2.6Covenant Not to Sue. The parties covenant and agree that they will not, at any time hereafter, either directly or indirectly, initiate, assign, maintain or prosecute, or in any way knowingly aid or assist in the initiation, maintenance or prosecution of any claim, demand or cause of action at law or in equity or otherwise against the other party for damages, loss or injury of any kind arising from, related to, or in any way connected with any of the released matters described in this Agreement. The exceptions outlined in the Indemnification Clause below, apply in full force to this paragraph
2.7Governing Law and Jurisdiction. This Global Release clause and the entire Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles.
3.INTELLECTUAL PROPERTY
Brehm hereby assigns to Spectral all right, title, and interest in and to any and all provisional patent applications on which he is a named inventor or co-inventor, including but not limited to those filed in connection with Node Nexus, Crwdunit, Quantomo, and Verdant.
4.STOCK CANCELLATION
The Parties jointly instruct Pacific Stock Transfer Company to immediately cancel the 40,000,000 shares of Series Quantum Preferred Stock issued by Spectral to Brehm. Brehm grants Spectral a limited power of attorney to take any and all additional steps necessary to effectuate the cancellation of the shares.
5.NON-DISPARAGEMENT
Brehm agrees not to disparage, demean, or otherwise make negative statements, directly or indirectly, about Spectral or any of its officers, directors, employees, agents, or service providers.
6.IT AND DOMAIN TRANSFERS
Brehm shall transfer to Spectral full control, ownership, and administrative access to all domain names, email accounts, and IT infrastructure associated with the following entities: Monitr, Newt, and any other online or digital assets used in connection with Spectral’s business or under its name.
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7.0INDEMNIFICATION
7.1Indemnification by Sean Brehm
Sean Brehm (the "Indemnifying Party") shall defend, indemnify, and hold harmless Spectral Capital and its directors, officers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder (collectively, "Losses"), arising out of or resulting from:
7.1. 1 Any third-party claim made against Sean Brehm in connection with any company owned by Sean Brehm;
7.1. 2 Any third-party claim arising out of or resulting from any material misrepresentation made by Sean Brehm to any third party; or
7.1. 3 Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Sean Brehm pursuant to this Agreement.
7.1. 4 Any claim made by VanTech LLC against Spectral Capital related to any material misrepresentation Sean Brehm is alleged to have made to VanTech LLC regarding the sale or purchase of Spectral Capital Stock within the twenty-four (24) month period immediately preceding the date of this Agreement.
7.2For the purposes of this clause, "material misrepresentation" shall include, but not be limited to, any false or misleading statement, omission, or other communication regarding the valuation, quantity, rights, restrictions, or any other material aspect of Spectral Capital Stock.
7.2.1The Indemnifying Party's duty to defend, indemnify, and hold harmless under this Section 7 shall not be limited by the amount or type of damages, compensation, or benefits payable by or for the Indemnifying Party under workers' compensation acts, disability benefit acts, or other employee benefit acts.
7.3.Indemnification Procedures
7.3.1The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim, action, cause of action, or other matter for which indemnification is sought (each, a "Claim"), but failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it is materially prejudiced thereby.
7.3.2The Indemnifying Party shall have the right to participate in the defense of any Claim with counsel of its choice, or to assume the defense of such Claim by giving written notice to the Indemnified Party within 20 days of receiving notice of the Claim.
7.3.3The Indemnified Party shall cooperate in good faith in the defense of any Claim, with such cooperation to include the retention and provision to the Indemnifying Party of records and information reasonably relevant to such Claim, and making employees available on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.
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7.3.4.Governing Law and Jurisdiction
7.3.4.1This indemnification agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule.
8.GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to conflicts of law principles.
9.SIGNATURES AND AUTHORITY
Each Party represents and warrants that the individual executing this Agreement on its behalf is duly authorized to do so.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| SPECTRAL CAPITAL CORPORATION |
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| Name: Jenifer Osterwalder | 05 / 26 / 2025 |
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| Title: Chief Executive Officer |
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| SEAN MICHAEL BREHM |
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| Name: Sean Michael Brehm | 05 / 25 / 2025 |
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| NODE NEXUS NETWORK |
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| Name: Sean Michael Brehm | 05 / 25 / 2025 |
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| Title: Authorized Signatory |
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| CRWDUNIT INC. |
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| Name: Sean Michael Brehm | 05 / 25 / 2025 |
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| QUANTOMO OU |
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| Name: Sean Michael Brehm | 05 / 25 / 2025 |
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| VERDANT QUANTUM OU |
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| Name: Sean Michael Brehm | 05 / 25 / 2025 |
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| Title: Authorized Signatory |
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