Spectral Capital Corp. Files 8-K for Material Definitive Agreement

TL;DR

SPECTRAL CAPITAL CORP (SCLP) filed an 8-K on 10/8/25 for a material definitive agreement dated 10/3/25.

AI Summary

On October 3, 2025, Spectral Capital Corp. entered into a material definitive agreement. The company, incorporated in Nevada with its principal executive offices in Seattle, WA, filed this 8-K report on October 8, 2025. This filing indicates a significant event for the company, though specific details of the agreement are not provided in this excerpt.

Why It Matters

This filing signals a significant corporate event for Spectral Capital Corp., potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement is a significant event that could carry substantial implications for the company's future, warranting a medium risk assessment.

Key Numbers

• 000-50274 — SEC File Number (Identifies the company's filing with the SEC.)
• 20251003 — Report Date (Indicates the date of the earliest event reported in the filing.)

Key Players & Entities

• SPECTRAL CAPITAL Corp (company) — Registrant
• 0001131903 (company) — Central Index Key
• 000-50274 (company) — SEC File Number
• 20251003 (date) — Date of earliest event reported
• 20251008 (date) — Date of report
• 701 Fifth Avenue , Suite 4200 Seattle , WA 98104 (location) — Business Address

FAQ

Key Financial Figures

• $15,000,000 — to Nasdaq , Spectral will invest up to $15,000,000 into the MultiCortex business unit unde
• $5,000,000 — ribed below, Spectral will commit up to $5,000,000 to the Snack Prompt business unit, incl
• $700,000 — e Snack Prompt business unit, including $700,000 at closing for AI newsletter developmen
• $1,500,000 — osing for AI newsletter development and $1,500,000 at closing toward an agreed growth budg
• $500,000 — n agreed growth budget, with additional $500,000 tranches released for each $300,000 inc
• $300,000 — nal $500,000 tranches released for each $300,000 increase in annual recurring revenue ("
• $4,000,000 — s; the term sheet specifies that ARR of $4,000,000 constitutes achievement of performance
• $175,000 — Teixeira will receive a base salary of $175,000 with bonus opportunity up to 50% of bas
• $10,000 — Spectral will hire his CMO designee at $10,000 per month . Conditions: Delivery of a
• $20,000,000 — op 10 global accounting firm evidencing $20,000,000 valuation; a technology audit selected
• $525,000 b — ; definitive agreements; and payment of $525,000 by Spectral to a seed investor of Snack P

Filing Documents

• fccn-20251003_8k.htm (8-K) — 35KB
• fccn_ex10z1.htm (EX-10.1) — 16KB
• fccn_ex10z2.htm (EX-10.2) — 17KB
• fccn_ex99z1.htm (EX-99.1) — 9KB
• fccn_ex99z2.htm (EX-99.2) — 9KB
• 0001096906-25-001655.txt ( ) — 227KB
• fccn-20251003_def.xml (EX-101.DEF) — 2KB
• fccn-20251003_lab.xml (EX-101.LAB) — 20KB
• fccn-20251003_pre.xml (EX-101.PRE) — 13KB
• fccn-20251003.xsd (EX-101.SCH) — 2KB
• fccn-20251003_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Binding Term Sheet – MultiCortex, LLC and Toroa, LLC On October 4, 2025 , Spectral entered into a binding term sheet with MultiCortex, LLC and Toroa, LLC (together, "MultiCortex"), pursuant to which Spectral will acquire 100% of the issued and outstanding equity of MultiCortex and its subsidiaries (the "MultiCortex Transaction"). Consideration comprises 10,000,000 shares of Spectral common stock, consisting of 1,500,000 initial shares and up to 8,500,000 earn-out shares . The term sheet provides, among other things: Structure; international subsidiaries: MultiCortex will be delivered without debt and with all operating subsidiaries. For Brazilian military/governmental applications or defense/governmental subsidiaries , equity ownership will comply with local law (e.g., Spectral ownership up to 40% ) with related IP and economics structured to maximize Spectral's legal interest. Lock-up: A 12-month lock-up from closing; earn-out shares to be released 12 months after achievement of milestones; reasonable trickle-out provisions in connection with Spectral's proposed uplisting to Nasdaq. Earn-out framework: At minimum, 850,000 shares for every 8,500 MultiCortex computers shipped to paying customers; additional milestones related to OS adoption and software sales to be mutually developed; earn-out issuance within 3 months of milestone achievement and distributed as designated in definitive agreements. Investment commitment: Upon (i) completion of a PCAOB-audited financial statement package and (ii) Spectral's uplist to Nasdaq , Spectral will invest up to $15,000,000 into the MultiCortex business unit under agreed budgets and milestones, with board and executive matters (including CTO ) to be addressed in definitive documentation. Diligence & closing: 60-day due-diligence period; GAAP financials audited by a PCAOB firm at Spectral's expense; customary approvals and definitive agreements; and inclusion of a

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 1.1 Binding Term Sheeet dated October 3, 2025, by and among Spectral Capital Corporation and Snack Prompt Corp 1.2 Binding Term Sheeet dated October 5, 2025, by and among Spectral Capital Corporation, MultiCortex LLC and Toroa, LLC. 99.1 Press Release issued by Spectral Capital on October 7, 2025. 99.2 Press Release issued by Spectral Capital on October 8, 2025. 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: October 8, 2025 By: /s/ Jenifer Osterwalder Name: Jenifer Osterwalder Title: Chief Executive Officer, President

View Full Filing

View this 8-K filing on SEC EDGAR