FCCN SPECTRAL CAPITAL Corp

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Executive Summary

Spectral Capital Corporation issued 6,924,700 earn-out shares to four holders (MEXEDIA DAC, CODEVERSE LLC, OTUS LLC, and Daniel Contreras) as additional consideration for the December 2025 acquisition of Telvantis Voice Services, Inc., after the Board determined that post-closing FY2026 performance milestones were achieved. The shares are subject to a lock-up period until Dec 31, 2026, followed by a 4% monthly trickle-out release, and each holder is capped at 4.9% beneficial ownership (waivable to 9.99%). This issuance brings total consideration shares under the purchase agreement to 7,924,700 of the 10,000,000-share maximum, creating roughly 8% dilution based on the approximate post-issuance percentages disclosed.

Key Financial Metrics

Actionable Insight

Key Facts

• 6,924,700 shares of common stock issued as earn-out consideration for the Telvantis Voice Services acquisition.
• Issued to four holders: MEXEDIA DAC (4,500,000, ~4.7% post-issuance), CODEVERSE LLC (1,326,300, ~1.7%), OTUS LLC (1,041,000, ~1.7%), and Daniel Contreras (57,400, ~0.1%).
• Shares were issued under Rule 506(b)/Section 4(a)(2) exemption as unregistered securities with restrictive legends.
• Lock-up period runs from May 22, 2026 through December 31, 2026; thereafter 4% of each holder's shares become eligible for sale monthly (cumulative).
• Each holder's beneficial ownership capped at 4.9% (waivable to 9.99% with 61 days' notice).
• Total consideration shares issued under the Purchase Agreement now stands at 7,924,700 of the 10,000,000-share maximum.
• All holders are accredited investors who acquired shares for investment purposes only; no registration rights granted.

Financial Impact

Roughly ~8% dilution based on disclosed post-issuance percentages aggregating to ~8.2% across the four holders. No cash raised — shares were issued as contingent M&A consideration.

Risk Factors

• Future overhang from gradual trickle-out of 6.9M shares beginning January 2027.
• Possible accelerated release of locked shares at company's sole discretion.
• Holders may increase beneficial ownership cap to 9.99% with 61 days' notice, enabling larger positions.

Market Snapshot

Documents Analyzed

This report is based on 8 SEC documents filed with EDGAR.

US Market Status