SPECTRAL CAPITAL Corp Files 8-K for Asset Acquisition/Disposition

TL;DR

SPECTRAL CAPITAL Corp just filed an 8-K for an asset deal - could be big.

AI Summary

On December 10, 2024, SPECTRAL CAPITAL Corp entered into a Material Definitive Agreement related to the completion of an acquisition or disposition of assets. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for SPECTRAL CAPITAL Corp, potentially involving a major change in its asset base or business operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset acquisitions/dispositions can significantly alter a company's financial health and strategic direction, introducing uncertainty.

Key Players & Entities

• SPECTRAL CAPITAL Corp (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• December 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $15,000,000 — he Target for a total purchase price of $15,000,000, paid through the issuance of the Excha
• $0 — amount of 71,742,516 shares, par value $0.0001, of which there is only a single c

Filing Documents

• fccn-20241210.htm (8-K) — 35KB
• fccn_ex10z1.htm (EX-10.1) — 149KB
• fccn_ex99z1.htm (EX-99.1) — 6KB
• 0001096906-24-002251.txt ( ) — 367KB
• fccn-20241210_def.xml (EX-101.DEF) — 2KB
• fccn-20241210_lab.xml (EX-101.LAB) — 20KB
• fccn-20241210_pre.xml (EX-101.PRE) — 13KB
• fccn-20241210.xsd (EX-101.SCH) — 2KB
• fccn-20241210_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Business Combination As previously reported in the Form 8-K filed with the Securities and Exchange Commission on September 14, 2024, the Company entered into an Acquisition Agreement to exchange shares (the " Exchange Agreement ") with Crowdpoint Technologies, Inc., a Texas corporation (" Seller "), a company controlled by Sean Michael Brehm, also known as Sean Michael Obrien, the Chairman of our Board of Directors, and its wholly owned subsidiary, Crwdunit Inc., a Delaware corporation (" Target "), whereby the Company agreed to acquire from the Seller, and Seller agreed to sell to the Company, 100% of the Target's outstanding shares in exchange for 3,750,000 newly issued shares (the " Exchange Shares ") of the Company's common stock, $.0001 par value (the " Common Stock "). The Exchange Agreement provided that the Company would acquire 100% of the issued and outstanding shares of the Target for a total purchase price of $15,000,000, paid through the issuance of the Exchange Shares. The closing of the transaction (the " Closing ") was expected to occur by December 10, 2024 and was subject to the satisfaction of the following conditions: Approval by the boards of directors of the Company and Target All necessary regulatory approvals and compliance with applicable securities and commercial laws. Completion of satisfactory due diligence by both parties, including financial, legal, technical, and operational audits. Execution of all necessary legal agreements, including those governing the transfer of the Crwdunit Utility and Quantization Mechanism intellectual property. Confirmation that all Target shareholders have been duly notified and rights have been protected according to the Exchange Agreement. As reported in the Form 8-K filed with the Securities and Exchange Commission on May 13, 2024, Sean Michael Brehm was appointed as our director on May 13, 2024, and as reported on an additional Form 8-

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 10, 2024, Spectral Capital Corporation, a Nevada corporation (the " Company " or "S pectral ") closed its business combination with crwdunit, inc., a Delaware corporation and related parties. The Company received all necessary Closing Certificates, permissions and signatures required by the Merger Agreement for the business combination to close. After giving effect to the business combination as documented in the Merger Agreement, there will be issued and outstanding common equity shares in the amount of 71,742,516 shares, par value $0.0001, of which there is only a single class. There are 5,000,000 preferred shares authorized, 2,000,000 of which have been designated as Series Quantum 1,000,000 of which are issued and outstanding. The common stock trades on the OTCQB under the symbols "FCCN." Cautionary Note Regarding Forward-Looking Statements This Report includes statements that express Spectral's opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements." These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report (including in information that is incorporated by reference into this Report) and include statements regarding Spectral's intentions, beliefs or current expectations concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, and strategies of Spectral and the markets in which Spectral operates. Such forwa

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The audited consolidated financial statements and unaudited pro-forma condensed combined financial statements of Spectral and crwdunit, inc. will be provided by amendment in the event that the Merger is consummated. (b) Pro forma financial information. See above. (c) Exhibits. Exhibit No. Description 10.1 Agreement and Plan of Business Combination, by and among Spectral Capital Corporation, Spectral QDA Holdings, Inc., crwdunit, inc. and Crowdpoint Technologies, Inc., as the Security Holder Representative, dated as of December 10, 2024 99.1 Press Release issued by Spectral Capital Corporation on D ecember 11, 2024. 104 Cover Page Interactive Data (embedded within the Inline XBRL document). SIGNATURE 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: December 11, 2024 By: /s/ Jenifer Osterwalder Name: Jenifer Osterwalder Title: Chief Executive Officer, President

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View this 8-K filing on SEC EDGAR