Spectral Capital Corp Files 8-K: Acquisition, Equity Sales, Officer Changes

TL;DR

Spectral Capital Corp just filed an 8-K detailing asset deals, equity sales, and exec changes. Big moves happening.

AI Summary

On August 28, 2024, SPECTRAL CAPITAL Corp entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing also disclosed unregistered sales of equity securities and changes in control of the registrant. Additionally, there were changes in directors and officers, including compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions including potential acquisitions or asset sales, and changes in company control and leadership, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves multiple significant corporate events like acquisitions, asset dispositions, and changes in control, which inherently carry higher risk and uncertainty.

Key Numbers

• 20240828 — Report Date (Date of the earliest event reported in the filing.)
• 000-50274 — SEC File Number (The SEC file number assigned to SPECTRAL CAPITAL Corp.)

Key Players & Entities

• SPECTRAL CAPITAL Corp (company) — Registrant
• 20240828 (date) — Date of earliest event reported
• 0001131903 (company) — Central Index Key
• NV (state) — State of Incorporation
• 1231 (date) — Fiscal Year End
• 206-385-6490 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.20 — ed Common Stock 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
• $1,010,000 — 2024, the Target Shareholder delivered $1,010,000 to the Company to complete the purchase
• $0 — sition of Node Nexus, our revenues were $0 and we had an operating loss of $ (143,
• $491,657 — August 25, 2024, we had cash on hand of $491,657.97, which represents a portion of the p
• $0.0001 — 0 shares of the Common Stock, par value $0.0001. The agreement called for the technolog
• $98,323 — agreement to 3 customers and generated $98,323 of revenue from the contract during 202
• $10,000,000 — n was the right to acquire crwdunit for $10,000,000 in cash or shares of Common Stock or an
• $375.00 — -to-month basis. We pay monthly rent of $375.00 for this location. We occupy an office
• $454 — pay 1,667 United Arab Emirates Dirhams ($454 USD) monthly for this facility pursuant

Filing Documents

• fccn-20240828.htm (8-K) — 379KB
• fccn_ex10z19.htm (EX-10.19) — 28KB
• fccn_ex10z20.htm (EX-10.20) — 5KB
• fccn_ex10z21.htm (EX-10.21) — 4KB
• fccn_ex10z22.htm (EX-10.22) — 10KB
• fccn_ex10z23.htm (EX-10.23) — 18KB
• fccn_ex10z24.htm (EX-10.24) — 8KB
• fccn8k_1.jpg (GRAPHIC) — 32KB
• 0001096906-24-001821.txt ( ) — 765KB
• fccn-20240828_def.xml (EX-101.DEF) — 2KB
• fccn-20240828_lab.xml (EX-101.LAB) — 20KB
• fccn-20240828_pre.xml (EX-101.PRE) — 13KB
• fccn-20240828.xsd (EX-101.SCH) — 2KB
• fccn-20240828_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Martial Definitive Agreement

01

Item 2.01 Completion of Acquisition or Disposition of Assets The Share Exchange and Related Transaction Description of Business Description of Properties

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management Directors, Executive Officers, Promoters and Control Persons

Executive Compensation

Executive Compensation Summary Compensation Table Certain Relationships and Related Transactions Market Price of and Dividends on Common Equity and Related Stockholder Matters

Description of Securities

Description of Securities

Legal Proceedings

Legal Proceedings Indemnification of Directors and Officers

02

Item 3.02 Unregistered Sales of Equity Securities

01

Item 5.01 Changes in Control of Registrant

02

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

01

Item 9.01 Financial Statement and Exhibits CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Current Report contains forward-looking statements, including, without limitation, in the sections captioned "Description of Business," "Risk Factors," and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as "may," "might," "would," "should," "could," "project," "estimate," "pro-forma," "predict," "potential," "strategy," "anticipate," "attempt," "develop," "plan," "help," "believe," "continue," "intend," "expect," "future," and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for development and commercialization of our planned technologies (ii) our limited financial resources, and (iii) need for additional capital to fund our operations. The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, la

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The Exchange As we previously disclosed in Forms 8-K: On May 13, 2024, we disclosed that that the Target Shareholder was appointed as our director on May 13, 2024. On June 6, 2024, the Target Shareholder was appointed as our Chairman of the Board of Directors as of that same date. On June 7, 2024, the Company entered into a Share Exchange Agreement (the " Exchange Agreement ") with the Target and the Target Shareholder, whereby (i) the Company agreed to acquire from the Target, 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 (the " Exchange Shares ") of our common stock, $.0001 par value (the " Common Stock ") and (ii) the Target Shareholder agreed to purchase 5,000,000 shares of the Company's restricted Common Stock 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 (" Financing Shares "). On June 23, 2024, the Parties entered into a licensing agreement (" Licensing Agreement ") for the Intellectual Property as defined in the Exchange Agreement which consists of: o Distributed Quantum Ledger Database Technology (DQ-LDB) technologies involved with data processing, storage and security as embodied in the Vogon Quantum Ledger Product. o Decentralized Infrastructure software associated with data collection, processing and security of data as provided to the Licensee. o Decentralized Cloud and Distributed Cloud Solutions as provided to the Licensee. o Artificial Intelligence technologies involved with data integrity and security as provided to the Licensee. On July 23, 2024, the Parties entered into an amendment to the Exchange Agreement (the " Amendment ") to extend the Closing date to on or before August 31, 2024 (the " Closing Date "). 4 On July 23, 2024, the Parties entered into an amendment

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On August 29 2024, the parties consummated the Exchange, which resulted in the Target becoming the Company's wholly owned subsidiary. Pursuant to the Exchange, the Company issued 1,000,000 shares of Series Quantum Preferred Stock to Sean Michael Brehm and the Company became the owner of 100% of the Target's outstanding securities. After giving effect to the Exchange, the Company has 100,000,000 shares of Common Stock, par value $.0001, authorized, of which 67,699,516 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value $.0001, authorized, of which 1,000,000 shares are issued and outstanding. 5 The Company's Common Stock is quoted on the OTC Markets OTCQB under the symbol "FCCN."

BUSINESS

BUSINESS We plan to develop and commercialize cloud computing solutions that integrate quantum computing technology to offer secure, scalable, decentralized digital services that are cost-effective and environmentally-friendly. For the six months ended June 30, 2024, prior to our acquisition of Node Nexus, our revenues were $0 and we had an operating loss of $ (143,093), and Node Nexus had revenue of $0 and an operating loss of $0. As of August 25, 2024, we had cash on hand of $491,657.97, which represents a portion of the proceeds we received from the sale to the Target Shareholder of 5,050,000 shares of Common Stock at $.20 per share. Our principal offices are located at 701 Fifth Avenue, Suite 4200, Seattle Washington 98104 and our telephone number is (206) 262-7799. Our website is located at www.spectralcapital.com. We plan to conduct our future operations through our five subsidiaries none of which presently generate revenue: As described above, we acquired Node Nexus Network Co LLC (" Node Nexus ") on August 29, 2024 which plans to develop quantum computing technologies. We intend to commercialize products and services using quantum computing within the following submarkets: Vogon Cloud-Superior Quantum Hosting. We have licensed Distributed Quantum ledger technology from crwdunit, inc., a Delaware corporation and related party via our acquisition of Node Nexus on August 29, 2024. This product provides immutable, fast, decentralized, cost-effective and environmentally friendly storage for enterprise-level data and for critical transactions. QuantumVM-Critical Middleware . Our subsidiary, Node Nexus built QuantumVM-Critical Middleware, which is a hyper-efficient virtual machine that allows companies to use and integrate their legacy data in a quantum environment, optimizing the mix of classical cloud and quantum systems for maximum efficiency. Decentralized Green Quantum Data Center . Our subsidiary, Techa Viridis Fines (TVF), began development of a p

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View this 8-K filing on SEC EDGAR