FCCN Spectral Capital Corporation (QB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 

September 27, 2024

SPECTRAL CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On September 27, 2024, Spectral Capital Corporation, a Nevada corporation (the “Company”, “we”, “our” or “us”) provided an extension of the Subscription Agreement (the “Subscription Agreement”) with Spark Market, LLC (“Subscriber”), a product of Mundial Financial, a FINRA registered broker dealer, that extended the previous Subscription Agreement entered into between the Parties and updated certain information.  The Subscription Agreement provides that the Subscriber may purchase up to 5,000,000 common shares of the Company at a per share purchase price of $3.00.  The Subscription Agreement originally was entered into on July 8, 2024 and expired on September 1, 2024.  The Company has elected to extend the original term of the Subscription Agreement for 90 days through November 30, 2024 and to update some associated representations by the Company.  The Subscription Agreement and the extension to the Subscription Agreement are attached as exhibits hereto.

On September 30, 2024, the Company provided an extension of the Subscription Agreement (the “Subscription Agreement”) with Ras al Khaimah Investment and Development Co LLC  (“RAKINI”) that extended the previous Subscription Agreement entered into between the Parties and updated certain information.  The Subscription Agreement provides that the Subscriber may purchase up to 6,000,000 common shares of the Company at a per share purchase price of $2.50.  The Subscription Agreement originally was entered into on August 23, 2024 and expired on September 22, 2024.  The Company has elected to extend the original term of the Subscription Agreement for another 30 days through October 22, 2024 and to update some associated representations by the Company.  The Subscription Agreement and the extension to the Subscription Agreement are attached as exhibits hereto.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

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.

Subscription Agreement Extension

This Subscription Agreement Extension (“Extension”) is granted by Spectral Capital Corporation (the “Company”) to SparkMarket, LLC (“SparkMarket”) pursuant to that Subscription Agreement entered into between the Company and SparkMarket on July 8, 2024.  The Company hereby extends the Subscription Agreement to November 30, 2024.  In addition, the Company updates the representations and warranties contained in the Subscription Agreement by its current filings at www.sec.gov, including but not limited to the current capitalization of the Company, which consists of 100,000,000 common shares authorized and 5,000,000 preferred shares authorized and 67,699,516 common shares issued and outstanding and 1,000,000 preferred shares authorized as Series Quantum Preferred of which 1,000,000 are issued and outstanding.

This extension is hereby granted by the Company as of September 30, 2024:

Subscription Agreement Extension

This Subscription Agreement Extension (“Extension”) is granted by Spectral Capital Corporation (the “Company”) to Ras al Khaimah Investment and Development Co LLC  (“RAKINI”) pursuant to that Subscription Agreement entered into between the Company and RAKINI on August 23, 2024.  The Company hereby extends the Subscription Agreement to October 22, 2024.  In addition, the Company updates the representations and warranties contained in the Subscription Agreement by its current filings at www.sec.gov, including but not limited to the current capitalization of the Company, which consists of 100,000,000 common shares authorized and 5,000,000 preferred shares authorized and 67,699,516 common shares issued and outstanding and 1,000,000 preferred shares authorized as Series Quantum Preferred of which 1,000,000 are issued and outstanding.

This extension is hereby granted by the Company as of September 30, 2024:

Spectral Capital Announces $15 Million Private Placement Memorandum Agreement with Spark Market

Funds targeted for expansion of its Quantum Bridge Program and Green Micro Data Center Network

Seattle, WA – September 27, 2024 – Spectral Capital Corporation (OTC QB: FCCN), a leader in advancing the Quantum Bridge Strategy and supporting cutting-edge technologies, is pleased to announce it has signed an agreement with Spark Market to raise $15 million through a Private Placement Memorandum (PPM).

Spark Market is a dynamic platform designed to bridge the gap between early-stage, high-growth companies and investors seeking opportunities in the private market space. Known for democratizing access to traditionally exclusive investments, Spark Market offers a pathway for a broader audience to engage in promising ventures and provides critical educational resources, expert insights, and a secondary market to enhance liquidity for private investments.

This agreement marks a significant milestone in Spectral Capital’s strategy to expand its Quantum Bridge Program. The funds will support Spectral’s ongoing initiatives, including the development of its newly acquired Vogon Cloud’s micro data center network, which is aimed at building a decentralized, energy-efficient infrastructure for hybrid and edge markets across 16 key regions globally. These micro data centers will play a crucial role in supporting the company’s commitment to sustainability while setting the foundation for the future of quantum computing.

“We are excited to partner with Spark Market, which shares our vision of making high-impact investments more accessible to a wider audience,” said Sean Michael Brehm, Chairman of Spectral Capital. “This partnership not only provides the financial support needed to accelerate our Quantum Bridge Program but also aligns with our mission to redefine how private capital can drive technological innovation.”

By leveraging Spark Market’s platform, Spectral Capital is poised to attract a diverse group of investors who are interested in shaping the future of technology and sustainability. The raised capital will enable the company to fast-track its initiatives in creating a global network of green, decentralized data hubs that can power the next generation of computing solutions. The Company has already integrated its NOOT Authentic Intelligence technology on https://www.spark.market.

For more information, please https://www.spectralcapital.com/invest or https://www.spark.market.

About Spectral Capital Spectral Capital Corporation (OTC QB: FCCN) is a technology investment company focused on the future of quantum computing and decentralized infrastructure. Through its Quantum Bridge Strategy, Spectral is building a portfolio of companies that are reshaping the technology landscape, including its recent acquisition of Vogon Cloud and its stake in the development of sustainable, cutting-edge data solutions.

About Spark Market Spark Market is a revolutionary investment platform that democratizes access to private market opportunities. By connecting early-stage companies with a diverse range of investors, Spark Market is transforming how private market investments are made. The platform provides direct access to founders, tailored funding options, and detailed insights into market trends, making private investing accessible, transparent, and adaptable to modern investor needs.

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and FCCN's growth and business strategy. Words such as "expects," "will," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations on such words and similar expressions are intended to identify forward-looking statements. Although FCCN believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of FCCN. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in FCCN's business; competitive factors in the market(s) in which FCCN operates; risks associated with operations outside the United States; and other factors listed from time to time in FCCN's filings with the Securities and Exchange Commission. FCCN expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in FCCN's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

For more information, please visit www.spectralcapital.com.

Media Contact:

Jenifer Osterwalder

Spectral Capital Corporation

contact@spectralcapital.com

Spectral Capital Announces $15 Million Private Placement Memorandum Agreement with RAKNI Co LLC, Deploying Vogon DQLDB and NOOT Technology

Seattle, WA – September 30, 2024 – Spectral Capital Corporation (OTC QB: FCCN), a pioneer in the advancement of quantum computing and decentralized infrastructure, is pleased to announce that it has signed a $15 million Private Placement Memorandum (PPM) agreement with RAKNI Co LLC (RAK Investment and Development Co LLC) to accelerate its growth initiatives across the Middle East. The strategic agreement will support the deployment of Spectral Capital’s Vogon Distributed Quantum Ledger Database (DQLDB) and NOOT technology to power RAKNI’s digital investment platform and streamline its operational infrastructure.

RAKNI, based in Dubai, UAE, is a national investment and development firm specializing in driving economic growth through strategic advisory, development financing, and project management. Focused on large-scale infrastructure projects, real estate developments, and public-private partnerships, RAKNI plays a pivotal role in shaping the region’s economic landscape by providing tailored financial solutions that are both sustainable and impactful.

Through this agreement, RAKNI has integrated Spectral Capital’s Vogon DQLDB, a revolutionary decentralized ledger database designed to ensure data lineage, governance, and provenance, into its operations. Coupled with the implementation of NOOT, Spectral’s authentic intelligence platform, RAKNI’s digital infrastructure is now equipped to deliver a more efficient, transparent, and scalable solution for managing complex investment projects and engaging with a diverse investor base.

“We are thrilled to partner with RAKNI, a firm that not only shares our vision for digital innovation but also recognizes the transformative potential of deploying advanced technology solutions,” said Sean Michael Brehm, Chairman of Spectral Capital. “The implementation of Vogon DQLDB and NOOT in RAKNI’s digital platform is a testament to the power and versatility of our technology, paving the way for a new era of decentralized, data-driven services in the investment sector.”

The funds raised through this strategic Private Placement Memorandum will be allocated towards expanding Spectral Capital’s digital infrastructure, advancing its large-scale project management capabilities, and further supporting Spectral Capital’s Quantum Bridge Program in the region. This collaboration underscores Spectral’s commitment to providing next-generation technology solutions to partners around the globe, ensuring they can capitalize on new opportunities in a rapidly evolving digital landscape.

About Spectral Capital

Spectral Capital Corporation (OTC QB: FCCN) is a technology investment company focused on building the future of quantum computing and decentralized infrastructure. Through its Quantum Bridge Strategy, Spectral is creating a portfolio of companies that are reshaping the technology

landscape, including its recent acquisition of Vogon Cloud and the development of sustainable, cutting-edge data solutions such as the Vogon DQLDB.

About RAKNI Co LLC

RAKNI Co LLC (Ras Al Khaimah Investment and Development Co LLC) is a national investment and development firm headquartered in Dubai, UAE. Specializing in large-scale infrastructure projects, real estate developments, and public-private partnerships, RAKNI provides comprehensive investment advisory, development financing, and project management services. With a deep understanding of market dynamics and a commitment to excellence, RAKNI empowers clients to achieve their financial objectives while contributing to regional economic development. Website https://www.rakni.ae

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and FCCN's growth and business strategy. Words such as "expects," "will," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations on such words and similar expressions are intended to identify forward-looking statements. Although FCCN believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of FCCN. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in FCCN's business; competitive factors in the market(s) in which FCCN operates; risks associated with operations outside the United States; and other factors listed from time to time in FCCN's filings with the Securities and Exchange Commission. FCCN expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in FCCN's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

For more information, please visit www.spectralcapital.com.

Media Contact:

Jenifer Osterwalder

Spectral Capital Corporation

contact@spectralcapital.com