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):
September 30, 2025
SPECTRAL CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada | 000-50274 | 51-0520296 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
701 Fifth Avenue, Suite 4200 Seattle, WA |
| 98104 |
(Address of principal executive offices) |
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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) |
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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 September 29, 2025, Spectral Capital Corporation (“Spectral”) entered into a binding term sheet with Telvantis Voice Services, Inc. (“Telvantis”), a Florida corporation, pursuant to which Spectral will acquire 100% of the issued and outstanding capital stock of Telvantis (the “Transaction”).
Pursuant to the term sheet:
·The consideration consists of 10,000,000 shares of common stock of Spectral, including:
o1,500,000 initial shares issued at closing; and
oup to 8,500,000 additional earn-out shares, subject to performance milestones.
·Telvantis shareholders may earn the additional shares if Telvantis achieves certain 2026 operating profit and/or revenue milestones, including:
o$10,000,000 annualized operating profit, or
o$665,000,000 in annualized revenue at comparable margins.
·Shares will be subject to a 12-month lock-up period, with potential extension or cancellation if performance milestones are not met.
·Closing of the Transaction is subject to customary conditions, including:
ocompletion of due diligence,
odelivery of audited financial statements prepared under U.S. GAAP and audited by a PCAOB-registered accounting firm, and
oboard approvals of both parties.
The term sheet is binding and enforceable upon execution, and the parties intend to negotiate and enter into a definitive stock purchase agreement and related documents.
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 |
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99.1 |
| Press Release issued by Spectral Capital on October 1, 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 | |
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Date: October 1, 2025 | By: | /s/ Jenifer Osterwalder |
| Name: | Jenifer Osterwalder |
| Title: | Chief Executive Officer, President |
BINDING TERM SHEET
FOR THE ACQUISITION OF TELVANTIS VOICE SERVICES, INC.
This Binding Term Sheet (“Term Sheet”) is entered into and effective as of September 29, 2025, by and among:
•Spectral Capital Corporation, a Nevada corporation (“Spectral”); and
•Telvantis Voice Services, Inc., a Florida corporation (“Telvantis” or the “Company”).
Together, Spectral and Telvantis are referred to as the “Parties.”
1. Transaction Overview
Spectral shall acquire 100% of the issued and outstanding capital stock of Telvantis (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”). Telvantis shall be delivered to Spectral without debt and without any other operating subsidiaries that have debt except as approved by Spectral.
2. Purchase Price
The consideration payable by Spectral to the shareholders of Telvantis for the Transaction shall consist of 10,000,000 shares of common stock of Spectral (the “Initial Shares”) consisting of the Earn Out Shares described in Section 4 below consisting of up to 8,500,000 shares and initial consideration of 1,500,000 shares for total consideration of 10,000,000 common shares of Spectral (“Spectral Shares”).
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 will only occur upon Telvantis meeting the Performance Milestones set forth below. Shares are also subject to reasonable trickle-out provisions pursuant to Spectral’s uplisting on the NASDAQ.:
4. Performance Milestones
The lock-up shall terminate at 12 months if and only if Telvantis achieves, on a consolidated basis in 2026:
-Annual revenues of at least $240,000,000 (USD); and
-At least one million dollars in annualized operating profits (GAAP basis).
If Telvantis fails to achieve the performance milestones, Spectral may extend the lock-up for 12 additional months and/or return the Telvantis stock and cancel the Spectral shares at its option.
In addition to the 1,500,000 initial shares, Telvantis shareholders may earn up to an additional 8,500,000 Spectral Shares over and above the initial shares. These Spectral Shares shall be earned in the event that Telvantis can achieve total annualized operating profit of $10,000,000 for the year 2026. Telvantis may achieve partial earn out of such goals at a rate of 1,000,000 shares for each additional $1,000,000 in operating profit Telvantis achieves above $1,500,000 (meaning no additional shares are due for the first $500,000 of profit increase above the $1,000,000 required minimum). In addition, Telvantis may also meet the milestone by achieving $665,000,000 in total annualized revenue at the same or superior operating margin as the current Telvantis revenue. Such a milestone may also be met on a pro rata basis. Such a calculation will be made at the end of 2026 and the shares will be released for sale at that time subject to the lock up and trickle out provisions listed above.
5. Due Diligence
The Transaction is subject to the satisfactory completion of financial, legal, and operational due diligence by Spectral.
6. Audited Financial Statements
Telvantis 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.
7. 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.
8. 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).
9. Expenses
Each Party shall bear its own legal and professional expenses related to this Transaction.
10. 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.
11. 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
TELVANTIS VOICE SERVICES, INC.
By: ___________________________
Name: Daniel Contreras
Title: Director
Spectral Capital Corporation Signs Binding Term Sheet to Acquire Telvantis Voice Services, Inc.
Transaction to be Completed for Stock Only; No Debt; Potential for $665,000,000 Earn-Out Based on Revenue and Profit Growth
SEATTLE, WA – October 1, 2025 – Spectral Capital Corporation (OTCQB: FCCN) ("Spectral"), an innovation-driven company focused on AI and quantum-enabled technologies, announced today that it has entered into a binding term sheet to acquire 100% of the issued and outstanding capital stock of Telvantis Voice Services, Inc. ("Telvantis"), a Florida corporation and leading provider of global voice services.
Under the terms of the binding agreement, Spectral will acquire Telvantis entirely in exchange for stock, with Telvantis delivered to Spectral without any debt. The consideration is 10,000,000 shares of Spectral common stock provided Telvantis improves its current margins to achieve $10,000,000 in operating profits in 2026 or achieves $665,000,000 in profitable gross revenue at its current margins. The minimum consideration is 1,500,000 shares provided Telvantis achieves a minimum revenue target of $240,000,000 profitably in 2026.
This acquisition underscores Spectral’s strategy of operationalizing its extensive AI patent portfolio, particularly its innovations in AgenticAI. By applying these advanced AI systems to the voice services industry, Spectral aims to dramatically increase profitability, efficiency, and scalability for Telvantis and its customers.
“This transaction is an important milestone for Spectral as we expand our reach into global voice services,” said Jenifer Osterwalder, President and CEO of Spectral Capital Corporation. “Through the integration of our AgenticAI technologies, we see a tremendous opportunity to unlock value and accelerate both revenue and profit growth at Telvantis.”
About Spectral Capital Corporation
Spectral Capital Corporation (OTCQB: FCCN) is building a portfolio of companies and technologies at the intersection of artificial intelligence and quantum computing. With over 500 patentable inventions in the pipeline, Spectral focuses on developing, acquiring, and commercializing advanced IP to deliver transformative solutions in telecommunications, autonomy, energy, security, and other high-value sectors. For more information, please visit SpectralCapital.com
About Telvantis Voice Services, Inc.
Telvantis Voice Services, Inc. is a leading provider of global voice solutions with extensive carrier relationships and strong revenue growth. The company is committed to innovation and expansion, including opportunities in fiber and edge data center services.
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.
Media Contact:
Contact@spectralcapital.com