Spectral Capital Corp. Files 8-K for Asset Acquisition/Disposition

TL;DR

Spectral Capital Corp. just filed an 8-K for an asset deal. Big changes ahead?

AI Summary

On December 26, 2024, Spectral Capital Corp. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company, incorporated in Nevada, filed this 8-K report with the SEC.

Why It Matters

This filing indicates a significant corporate event, likely involving a change in the company's asset base or business structure, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset acquisitions/dispositions can introduce significant financial and operational risks.

Key Numbers

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

Key Players & Entities

• SPECTRAL CAPITAL Corp (company) — Registrant
• 000-50274 (company) — SEC File Number
• December 26, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $135,000 — Stock ") and a one-time cash payment of $135,000 or (120,000 Euros). On December 26, 20
• $0 — amount of 83,742,516 shares, par value $0.0001, of which there is only a single c

Filing Documents

• fccn-20241226.htm (8-K) — 27KB
• fccn_ex10z1.htm (EX-10.1) — 8KB
• 0001096906-24-002314.txt ( ) — 168KB
• fccn-20241226_def.xml (EX-101.DEF) — 2KB
• fccn-20241226_lab.xml (EX-101.LAB) — 20KB
• fccn-20241226_pre.xml (EX-101.PRE) — 13KB
• fccn-20241226.xsd (EX-101.SCH) — 2KB
• fccn-20241226_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 10, 2024, the Company entered into an Acquisition Agreement to exchange shares (the " Exchange Agreement ") with Quantomo OU., an Estonian corporation (" Seller "), whereby the Company agreed to acquire from the Seller, and Seller agreed to sell to the Company, 100% of the Seller's outstanding shares in exchange for 2,000,000 newly issued shares (the " Exchange Shares ") of the Company's common stock, $.0001 par value (the " Common Stock ") and a one-time cash payment of $135,000 or (120,000 Euros). On December 26, 2024, the Company entered into a Definitive Acquisition Agreement (" Agreement ") with Quantomo, O (" Quantomot "), an Estonian company whereby the Company acquired technology owned by Quantomo related to analytic tomography for use in the acceleration of data access by classical, hybrid and quantum computing systems (the " IP "). Quantomo developed the IP under the guidance of Dr. Wolf Kohn. The Agreement is attached hereto as an exhibit. The Agreement provides that Spectral issue Quantomo 2,000,000 common shares of Spectral and 120,000 Euros in exchange for the IP. Quantomo provided a description of the IP contained in Exhibit A to the Agreement. Quantomo provided certain representations to the Company in the Agreement as specified below: Transfer of the IP free of any liens, encumbrances or other impediments to free and exclusive use Representation that the IP is properly owned by Quantomo Quantomo confirms that all relevant IP necessary for the commercialization of the analytic tomograph is included and that no related intellectual property is held by any other entity

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 26, 2024, the Company completed the acquisition of the IP from Quantomo. However, the Company's board of directors has not approved the issuance of the 2,000,000 common shares (" Shares ") of Spectral to Quantomo. Under the Agreement, the Company has up to 30 days to issue the Shares. After giving effect to the shares issued in the asset purchase, there will be issued and outstanding common equity shares in the amount of 83,742,516 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 forward-looking statements are based on available current market material and management'

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 10.1 Definitive Acquisition Agreement (" Agreement ") with Quantomo, O (" Quantomo "), an Estonian company and the Company dated December 26, 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 26, 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