SPECTRAL CAPITAL Corp 8-K

What Happened
Spectral Capital Corporation (FCCN) filed an 8‑K on May 27, 2026 reporting that on May 22, 2026 its Board determined fiscal‑year 2026 earn‑out milestones under the December 29, 2025 Stock Purchase Agreement with Telvantis, Inc. were met and authorized issuance of 6,924,700 common shares as earn‑out consideration. The shares were issued to four recipients: Daniel Contreras (57,400; ~0.1% post‑issuance), OTUS LLC (1,041,000; ~1.7%), MEXEDIA DAC (4,500,000; ~4.7%), and CODEVERSE LLC (1,326,300; ~1.7%). After this issuance, 7,924,700 of the 10,000,000‑share maximum consideration under the Purchase Agreement have been issued.

Key Details

• Issuance date: May 22, 2026; total Earn‑Out Shares issued: 6,924,700.
• Recipients and approximate post‑issuance stakes: Daniel Contreras 57,400 (~0.1%); OTUS LLC 1,041,000 (~1.7%); MEXEDIA DAC 4,500,000 (~4.7%); CODEVERSE LLC 1,326,300 (~1.7%).
• Shares issued pursuant to Directions of Issuance from the Seller and offered under the Securities Act exemptions (Section 4(a)(2) and Rule 506(b) of Regulation D).
• Earn‑Out Shares issued in book‑entry form with restrictive legends and subject to Lock‑Up and Trickle‑Out Agreements (forms filed as exhibits).

Why It Matters
This filing confirms that acquisition performance milestones were met and resulted in issuance of additional common shares as part of the Telvantis acquisition consideration. The share issuance increases the number of shares issued under the Purchase Agreement (7,924,700 of up to 10,000,000) and may affect future share count and ownership percentages. The shares carry transfer restrictions and lock‑up terms and were sold in a private placement to accredited investors (no general solicitation), which limits immediate resale by the recipients.