UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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INTRODUCTORY NOTE
Unless the context otherwise requires, “we,” “us,” “our,” “Spectral” and the “Company” refer to Spectral Capital Corporation, Inc., a Nevada corporation and its consolidated subsidiaries following the Closing (as defined below).
Item 1.01. Entry into a Material Definitive Agreement.
On July 13, 2025, Spectral Capital Corporation, a Nevada corporation (“Spectral”), entered into a Definitive Share Exchange Agreement (the “Agreement”) with Heritage Ventures Ltd., an Irish corporation, and Forty Two Telecom Ltd., a Maltese corporation (“Forty Two”), pursuant to which Spectral agreed to acquire 100% of the issued and outstanding shares of Forty Two. In consideration, Spectral agreed to issue 8,000,000 shares of its common stock to Heritage and other designated holders, with an additional 8,000,000 shares placed in escrow for performance-based earnouts and valuation guarantees.
A copy of the Definitive Share Exchange Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The closing of the transaction is subject to the satisfaction of customary closing conditions, including board and shareholder approvals and the completion of a PCAOB-compliant audit of Forty Two’s financials. Upon closing, Forty Two will become a wholly owned subsidiary of Spectral Capital Corporation.
Item 8.01 Other Events.
On July 15, 2025, Spectral and Forty Two Telecom Ltd. issued a joint press release announcing the transaction and outlining its strategic significance. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Spectral Elects Not to Pursue White Label Loyalty Transaction
Additionally, Spectral has elected not to proceed with the previously disclosed proposed investment in Perks Loyalty Ltd. (White Label Loyalty) as contemplated by the non-binding term sheet dated May 15, 2025. No definitive agreement was executed, and the term sheet has expired without further action.
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’s expectations, beliefs and forecasts concerning future events impacting Spectral.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. |
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10.1 |
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99.1 |
| Press Release issued by Spectral Capital Corporation and 42 Telecom Ltd. On July 15, 2025 |
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 | |
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Date: July 15, 2025 | By: | /s/ Jenifer Osterwalder |
| Name: | Jenifer Osterwalder |
| Title: | Chief Executive Officer, President |