Spectral Capital Corp. Files 8-K on Material Agreement

TL;DR

Spectral Capital Corp. filed an 8-K on June 7, 2024, covering a material agreement and equity sales.

AI Summary

On June 7, 2024, Spectral Capital Corp. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company, formerly known as Spectra Capital Corp., Galaxy Championship Wrestling Inc., and Fusa Capital Corp., is incorporated in Nevada and headquartered in Seattle, WA.

Why It Matters

This 8-K filing signals a significant development for Spectral Capital Corp., potentially involving new agreements and equity transactions that could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — 8-K filings often indicate significant corporate events, which can introduce volatility and uncertainty for investors.

Key Players & Entities

• SPECTRAL CAPITAL Corp (company) — Registrant
• June 7, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• Spectra Capital Corp (company) — Former Company Name
• Galaxy Championship Wrestling Inc (company) — Former Company Name
• Fusa Capital Corp (company) — Former Company Name
• 4500 9TH AVENUE NE, SEATTLE, WA 98105 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $1,000,000 — ce of $.20 per share or an aggregate of $1,000,000 (the "Offering") as follows: (i) $1,0

Filing Documents

• fccn-20240607.htm (8-K) — 33KB
• fccn_ex10z4.htm (EX-10.4) — 77KB
• fccn_ex10z5.htm (EX-10.5) — 31KB
• 0001096906-24-001323.txt ( ) — 294KB
• fccn-20240607_def.xml (EX-101.DEF) — 2KB
• fccn-20240607_lab.xml (EX-101.LAB) — 20KB
• fccn-20240607_pre.xml (EX-101.PRE) — 13KB
• fccn-20240607.xsd (EX-101.SCH) — 2KB
• fccn-20240607_htm.xml (XML) — 2KB

01 Entry into a Material Definitive Exchange Agreement

Item 1.01 Entry into a Material Definitive Exchange Agreement On June 7, 2024, Spectral Capital Corporation, a Nevada corporation (the "Company", "we", "our" or "us" ) entered into a Share Exchange Agreement (the " Exchange Agreement ") with Node Nexus Network Co LLC, a limited liability company formed under the laws of the Emirate of Dubai (" Target "), and Sean Michael Brehm also known as Sean Michael Obrien, (the " Target Shareholder "), the sole shareholder of Target whereby the Company agreed to acquire and Target agreed to sell to the Company 150 shares of capital stock, representing 100% of the Target's outstanding shares in exchange for 40,000,000 newly issued shares of common stock, par value $.0001 (" Common Stock "), of the Company. As reported in the Form 8-K filed with the Securities and Exchange Commission on May 13, 2024, the Target Shareholder was appointed as our director on May 13, 2024 and June 6, 2024 via an additional Form 8-K with the Securities and Exchange Commission, was appointed as Chairman of the Board of Directors on June 6, 2024. The Closing of the transactions set forth in the Exchange Agreement is expected to occur as soon as practicable after the satisfaction or waiver of all the conditions to Closing in the Exchange Agreement, which is currently expected to be no later than July 31, 2024. Under the terms of the Exchange Agreement, the Target Shareholder shall sell, transfer, assign, and deliver to the Company 100% of the outstanding securities of the Target, with each Target Share being exchanged for 266,667 shares of the Company's Common Stock (" Exchange Ratio "). Upon completion of the transactions contemplated by the Exchange Agreement, Target Shareholder will receive 40,000,000 shares of the Company's common stock representing approximately 38.94% of the shares outstanding. The Closing of the Exchange Agreement is subject to the satisfaction or, if permitted by applicable law, waiver by the Company, Target and Target Share

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On June 5, the Company entered into a Subscription Agreement with the Target Shareholder, its director and Chairman of the Board of Directors, whereby it agreed to sell Target Shareholder shares of its Common Stock at the price of $.20 per share or an aggregate of $1,000,000 (the "Offering") as follows: (i) $1,000,000 USD on or by July 15, 2024; A copy of the Subscription Agreement is attached as Exhibit 10.5 to this Current Report on Form 8-K and incorporated by reference herein. Upon completion of the transactions contemplated by the Exchange Agreement and the issuance of the shares to Target Shareholder in the Offering, Target Shareholder will receive an aggregate of 45,000,000 shares of the Company's common stock representing approximately 41.78% of the shares outstanding. The shares were offered and sold in the Offering pursuant to Rule 506(b) of the Securities Act of 1933, as amended.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.4 Share Exchange Agreement 10.5 Form of Subscription Agreement 104 Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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 Date: June 7, 2024 By: /s/ Jenifer Osterwalder Name: Jenifer Osterwalder Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR