SPECTRAL CAPITAL Corp 8-K

What Happened
Spectral Capital Corporation (OTC: FCCN) filed an 8-K on Jan 5, 2026 disclosing that on December 29, 2025 it entered into a Definitive Stock Purchase Agreement to acquire 100% of Telvantis Voice Services, Inc. from Telvantis, Inc. (formerly Raadr, Inc.). The purchase consideration is up to 10,000,000 shares of Spectral common stock: 1,500,000 shares were issued at closing and up to 8,500,000 additional shares are issuable if specified post‑closing revenue and operating profit milestones for fiscal year 2026 are met.

Key Details

• Agreement date: December 29, 2025; Form 8-K filed January 5, 2026.
• Consideration: total up to 10,000,000 common shares — 1,500,000 issued at closing; up to 8,500,000 contingent on 2026 performance.
• Share restrictions: all shares subject to a 12‑month lock‑up, beneficial ownership limits (including a 4.9% ownership cap) and other transfer restrictions.
• Legal/contract items: earn‑out provisions, minimum share value protections, rescission rights, indemnification, and customary reps and covenants; parties intend the deal to qualify as a tax‑free reorganization under Section 368(a)(1)(B).
• Securities status: the 1,500,000 shares were issued as restricted securities under Section 4(a)(2)/Reg D and have not been registered under the Securities Act; Spectral trades on the OTC under the symbol “FCCN.”

Why It Matters
This is a material acquisition financed primarily with stock, so investors should note potential dilution: 1.5M shares were issued immediately and up to 8.5M more could be issued if 2026 milestones are met. Transfer restrictions and the 4.9% ownership cap limit immediate large share transfers or concentrated ownership. Because the additional shares are contingent on future performance, investors should watch Telvantis Voice Services’ 2026 revenue and operating profit disclosures and any subsequent securities filings for updates on earn‑out triggers, share issuances, and impacts on Spectral’s outstanding share count and liquidity.