SPECTRAL CAPITAL Corp 8-K

What Happened
Spectral Capital Corporation (OTC: FCCN) announced on January 7, 2026 that it entered into a Binding Term Sheet dated January 4, 2026 to acquire 100% of Intermatica S.p.A., an Italian company. The proposed consideration is stock-based: 5,000,000 shares at closing plus up to 5,000,000 additional shares tied to post-closing performance earn-outs, for a maximum potential issuance of 10,000,000 shares. The transaction remains subject to negotiation of a definitive stock purchase agreement, completion of financial, legal and operational due diligence (including a PCAOB-quality audit unless waived), and board approvals.

Key Details

• Term Sheet signed January 4, 2026; 8-K filed January 7, 2026.
• Immediate consideration at closing: 5,000,000 shares of Spectral common stock (subject to escrow, buy‑back, standstill, and minimum value protections).
• Earn-out potential: up to 5,000,000 additional shares based on multi-year performance milestones (total possible issuance = 10,000,000 shares).
• Ownership cap: no Intermatica shareholder may beneficially own more than 4.9% of Spectral’s outstanding common stock at any time.
• Closing conditions: satisfactory due diligence (including potential PCAOB audit), execution of a definitive agreement, customary closing conditions, and board approvals; no assurance the deal will close.

Why It Matters
This is a proposed acquisition structured mainly as a stock-for-stock deal that could significantly increase Spectral’s share count if fully earned, which may dilute existing shareholders. The filing underscores that the transaction is still preliminary and contingent on due diligence, a definitive agreement, and approvals — so investors should view this as a potential strategic move, not a completed merger. Spectral’s shares trade OTC under the ticker FCCN; any material progress or definitive agreement would likely be disclosed in future filings.