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): ~~June~~July 258, 2026

iQSTEL Inc.
(Exact name of registrant as specified in its charter)

Nevada	000-55984	45-2808620
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

33134

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (954) 951-8191

________________________________________________

(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 (17CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	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:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock		IQST		Nasdaq Capital Market

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. [ ]

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~June~~July 258, 2026, iQSTEL Inc. (the “Company”) ~~published a Letter to Shareholders disclosing, among other things, that the Company has~~ entered into a ~~Binding Memorandum of Understanding to acquire a 51%~~ ~~controlling~~Contribution ~~interest~~Agreement in(the ~~ULTRANET~~“Contribution ~~Telecom~~Agreement”) ~~Group.~~with ~~The~~certain ~~Letter~~of toits ~~Shareholders~~subsidiaries ~~also~~as ~~outlines~~part ~~the~~of ~~expected~~an ~~financial and strategic impacts~~internal ofcorporate ~~the~~realignment ~~proposed transaction and~~ (the ~~Company’s digital services strategy~~“Realignment”).

APursuant ~~copy~~to ofthe Contribution Agreement, the ~~press~~Company ~~release~~and ~~announcing~~certain ~~the~~subsidiaries contributed ~~publication~~specified ofassets, ~~the~~equity ~~Letter~~interests, ~~to Shareholders~~and isoperations ~~attached~~into ~~hereto~~newly asformed ~~Exhibit~~or 99existing subsidiaries.1. AThe ~~copy~~Realignment ofis ~~the~~intended to ~~full~~streamline ~~Letter~~the toCompany’s ~~Shareholders~~corporate ~~dated~~structure, ~~June~~improve 25operational efficiency, ~~2026~~and isbetter ~~attached~~align ~~hereto~~its aslegal ~~Exhibit~~entities with its business 99lines, including its fintech, AI, and digital services operations.2.

The ~~information~~Contribution ~~contained~~Agreement incontains ~~this~~customary ~~Item 8.01~~representations, ~~including the exhibits attached~~warranties, ~~hereto~~covenants, ~~is being furnished~~ and ~~shall~~indemnification ~~not~~provisions. beThe ~~deemed~~Realignment ~~“filed”~~does ~~for~~not ~~purposes~~involve ofany ~~Section~~change 18in of the ~~Securities~~Company’s ~~Exchange~~management, ~~Act~~Board of ~~1934,~~ ~~as amended~~Directors, or ~~otherwise~~overall ~~subject~~business tooperations ~~the~~and ~~liabilities~~is ~~of that section. It shall~~ not beexpected ~~deemed~~to ~~incorporated~~have bya ~~reference~~material ~~into~~impact ~~any~~on ~~filing under~~ the ~~Securities~~Company’s ~~Act~~consolidated ~~of 1933, as amended, except as expressly set forth by specific reference in such filing~~financial statements.

~~SECTION~~The 9foregoing –description ~~Financial~~of the Contribution Agreement is qualified in ~~Statements~~its ~~and~~entirety ~~Exhibits~~by reference to the full text of the Contribution Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

~~Item 9.01 Financial Statements and Exhibits.~~2

Exhibit No.	Description
99.1	Press Release, dated June 25, 2026
99.2	Letter to Shareholders dated June 25, 2026

SIGNATURES

2Pursuant 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.

~~SIGNATURES~~iQSTEL Inc.

~~Pursuant~~/s/ toLeandro ~~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.~~Iglesias

~~iQSTEL~~Leandro ~~Inc.~~Iglesias Chief Executive Officer

~~/s/~~Date: ~~Leandro~~July ~~Iglesias~~10, 2026

~~Leandro Iglesias Chief Executive Officer~~3

Date: June 25, 2026

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