M&A - SPECTRAL CAPITAL Corp
Form Type: 8-K
Filing Date: 2025-06-04
Corporate Action: Acquisition
Type: New
Accession Number: 000109690625000929
Filing Summary: On June 2, 2025, Spectral Capital Corporation executed a Restated Share Transfer Agreement with Intrepid View Partners, LP, acquiring 169,889 common shares of a global autonomous vehicle company for an aggregate price of $16,988,900. This acquisition was completed by the issuance of 1,698,890 restricted shares of common stock to Intrepid. In conjunction with this, a Settlement Agreement with Sean Brehm resulted in the rescission of prior transactions and the return of shares issued to Brehm’s entities. Brehm's companies will continue development of various technologies independently, while the Company retains ownership of 104 patents developed during their collaboration. The Board also accepted the resignations of several directors and appointed Michael Turner and Jeffrey Chong, with Chong set to provide his expertise in capital markets to the Company.
Additional details:
Entry Date: 2025-06-02
Acquired Shares: 169889
Purchase Price: 16988900
Issued Shares: 1698890
Resigned Directors: ["Sean Brehm","Sam Lee","Aby Alexander","Chad Lemming","Paul Breitenbach"]
Appointed Directors: ["Michael Turner","Jeffrey Chong"]
Settlement Agreement Date: 2025-05-25
Patents Retained: 104
Form Type: 8-K
Filing Date: 2024-12-27
Corporate Action: Acquisition
Type: New
Accession Number: 000109690624002314
Filing Summary: On December 26, 2024, SPECTRAL CAPITAL CORPORATION completed an acquisition of technology from Quantomo OÜ related to analytic tomography for enhancing data access across classical, hybrid, and quantum computing systems. This acquisition follows a prior Exchange Agreement dated September 10, 2024, where Spectral agreed to acquire 100% of the outstanding shares of Quantomo in exchange for 2,000,000 newly issued common shares and a one-time cash payment of €120,000 (or $135,000). In the definitive agreement, Spectral will issue 2,000,000 common shares and pay the specified cash for this intellectual property (IP), which is claimed to be free from any liens or encumbrances. However, the issuance of shares is pending board approval, which has a 30-day window for completion. Currently, after the acquisition, the total issued common shares will be 83,742,516 shares. The company's common stock is traded on the OTCQB under the ticker 'FCCN.'
Additional details:
Item 1 Date: 2024-09-10
Item 1 Acquirer: SPECTRAL CAPITAL CORPORATION
Item 1 Seller: Quantomo OÜ
Item 1 Exchange Shares: 2,000,000
Item 1 Cash Payment: €120,000
Item 1 Ip Description: technology related to analytic tomography
Item 2 Completion Date: 2024-12-26
Item 2 Ip Acquired: Yes
Item 2 Board Approval: Pending
Item 2 Issued Shares Post Acquisition: 83,742,516
Item 2 Preferred Shares Authorized: 5,000,000
Item 2 Preferred Series: Series Quantum 1
Item 2 Preferred Shares Issued: 1,000,000
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