Spectral Capital Corp. Enters Material Definitive Agreement

TL;DR

Spectral Capital Corp. just signed a big deal, filing an 8-K on 7/22/24.

AI Summary

On July 22, 2024, Spectral Capital Corp. entered into a material definitive agreement. The company, formerly known as Galaxy Championship Wrestling Inc., is incorporated in Nevada and headquartered in Seattle, WA.

Why It Matters

This filing indicates a significant new contract or partnership for Spectral Capital Corp., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing itself is routine, but the nature of a 'material definitive agreement' can introduce significant business and financial risks depending on its terms.

Key Numbers

• 000-50274 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• SPECTRAL CAPITAL Corp (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• Seattle, WA (location) — Principal executive offices
• July 22, 2024 (date) — Date of earliest event reported
• GALAXY CHAMPIONSHIP WRESTLING INC (company) — Former company name

FAQ

Key Financial Figures

• $0.20 — d common shares at a per share price of $0.20 or an aggregate of $1,000,000 (the " Pu
• $1,000,000 — share price of $0.20 or an aggregate of $1,000,000 (the " Purchase Price ") concurrently w

Filing Documents

• fccn-20240722.htm (8-K) — 32KB
• fccn_ex10z16.htm (EX-10.16) — 18KB
• fccn_ex10z17.htm (EX-10.17) — 5KB
• fccn_ex10z18.htm (EX-10.18) — 24KB
• fccnex10z16_1.jpg (GRAPHIC) — 3KB
• fccnex10z16_2.jpg (GRAPHIC) — 3KB
• fccnex10z17_1.jpg (GRAPHIC) — 3KB
• fccnex10z18_1.jpg (GRAPHIC) — 3KB
• fccnex10z18_2.jpg (GRAPHIC) — 3KB
• 0001096906-24-001584.txt ( ) — 245KB
• fccn-20240722_def.xml (EX-101.DEF) — 2KB
• fccn-20240722_lab.xml (EX-101.LAB) — 20KB
• fccn-20240722_pre.xml (EX-101.PRE) — 13KB
• fccn-20240722.xsd (EX-101.SCH) — 2KB
• fccn-20240722_htm.xml (XML) — 2KB

01 Entry into a Material Definitive Exchange Agreement

Item 1.01 Entry into a Material Definitive Exchange Agreement As reported in the Form 8-K filed with the Securities and Exchange Commission on June 7, 2024, 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 (i) 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 (the " Exchange Shares ") of the Company and (ii) the Target Shareholder agreed to purchase 5,000,000 shares of the Company's restricted common shares at a per share price of $0.20 or an aggregate of $1,000,000 (the " Purchase Price ") concurrently with or prior to the Closing, as defined below, (" Financing Shares "). The Company, the Target and the Target Shareholder are collectively the " Parties " or individually a " Party ". 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 as reported on an additional Form 8-K with the Securities and Exchange Commission on June 6, 2024, the Target Shareholder was appointed as Chairman of the Board of Directors on June 6, 2024. On July 23, 2024, the Parties entered into an amendment to the Exchange Agreement (the " Amendment ") with the following terms: The Closing shall occur on or before August 31, 2024, unless extended (the " Closing "). The Company and its transfer agent shall enter into an escrow agreement (the " Escrow Agreement ") whereby the Financing Shares shall be held in escrow pending the Company'

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the Exhibits hereto contain "forward-looking statements", within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company's planned business and operations, and the Exchange Agreement, as amended, Escrow Agreement and License Agreement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Forward-looking statements can be identified by words such as "believes," "plans," "anticipates," "expects," "estimates," "projects," "will," "may," "might," and words of a similar nature. Examples of forward-looking statements include, among others, but are not limited to, statements we make regarding the Exchange Agreement, as amended, our future plans, expected operating results, and our plans and strategies for our technologies, product development, engaging with potential customers, market position, and financial results. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside our control. Our actual results, financial condition, and events may differ materially from those indicated in the forward-looking statements based upon a number of factors. Forward-looking statements are not a guarantee of future performance or developments. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. Therefore, you should not rely on any of these forward-looking statements. There are many important factors that could cause our actual results

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.16 Amendment to Share Exchange Agreement dated June 7, 2024. 10.17 Escrow Letter dated July 22, 2024. 10.18 Licensing Agreement dated June 23, 2024. 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 24, 2024 By: /s/ Jenifer Osterwalder Name: Jenifer Osterwalder Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR