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 10, 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. ☐

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and elsewhere.  Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements.  However, not all forward-looking statements may contain one or more of these identifying terms.  Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for development and commercialization of our planned technologies (ii) our limited financial resources, and (iii) need for additional capital to fund our operations.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, lack of revenue and/or future insufficient cash flows and resulting illiquidity, our inability to develop our business, significant government regulation, or inability to protect our intellectual property, existing or increased competition, penny stock risks, stock volatility and illiquidity, and our failure to implement our business plans or strategies.  A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in the section captioned “Risk Factors” and elsewhere in this Report.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors.  We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.

Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.

EXPLANATORY NOTE

Special Capital Corporation, a Nevada Corporation, is referred to herein as “we”, “our”, “us”, or the “Company”.

This Current Report responds to the following Items in Form 8-K:

Item 1.01. Entry into a Material Definitive Agreement.

 On September 10, 2024, the Company entered into an Acquisition Agreement to exchange shares (the “Exchange Agreement”) with Quantomo OU., an Estonian corporation (“Seller”), whereby the Company agreed to acquire from the Seller, and Seller agreed to sell to the Company, 100% of the Seller’s outstanding shares in exchange for 2,000,000 newly issued shares (the “Exchange Shares”) of the Company’s  common stock, $.0001 par value (the “Common Stock”) and a one-time cash payment of $135,000 or (120,000 Euros). 

The Company will acquire 100% of the issued and outstanding shares of the Seller for a total purchase price of $8,135,000, paid through the issuance of the Exchange Shares and cash. The closing of the transaction (the “Closing”) is expected to occur by December 10, 2024, subject to the satisfaction of the following conditions:

·Approval by the boards of directors of the Company and Target 

·All necessary regulatory approvals and compliance with applicable securities and commercial laws. 

·Completion of satisfactory due diligence by both parties, including financial, legal, technical, and operational audits. 

·Execution of all necessary legal agreements, including those governing the transfer of the Crwdunit Utility and Quantization Mechanism intellectual property. 

·Confirmation that all Target shareholders have been duly notified and rights have been protected according to this term sheet. 

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information contained in 1.01 above is incorporated into this Item 2.01.

Item 3.02. Unregistered Sales of Equity Securities.

As explained in Item 1.01 above, we entered into the Exchange Agreement which obligates us to issue 2,000,000 shares of the Common Stock to the Seller.  The issuance of the shares will be exempt from registration under Section 4(2) of the Securities Act as transactions by an issuer not involving any public offering. The shares of Common Stock will not be sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved. 

Item 7.01 Regulation FD Disclosure.

On September 10, 2024, the Company issued a press release announcing the Exchange Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The foregoing descriptions of the Exchange Agreement and does not purport to be complete, and is qualified in their entirety by reference to the full text of the Exchange Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.   The closing of the transaction contemplated by the Exchange Agreement is subject to the closing conditions specified in the Exchange Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) 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.

SPECTRAL CAPITAL ACQUISITON OF QUANTOMO OU ACQUISITION AGREEMENT

Date: 10 September 2024

Parties:

·Spectral Capital Corp. (“Purchaser”), a corporation incorporated under the laws of Washington with its principal place of business in Seattle, Washington. 

·Quantomo OU. (“Seller” or “Parent”), a corporation incorporated under the laws of Estonia with its principal place of business in Tallinn, Estonia. 

1. Transaction Overview

Spectral Capital Corp. will acquire 100% of the issued and outstanding shares of Quantomo OU., for a total purchase price of $8,135,000 USD, paid through the issuance of Spectral Capital Corp. stock plus $135,000 (equivalent to 120,000 euros) in cash.

2. Consideration

Purchase Price: The purchase price of $8,135,000 USD will be paid through the issuance of 2,000,000 shares of Spectral Capital Corp. common stock at a value of $4.00 USD per share and a one-time cash payment of $135,000 (equivalent to 120,000 euros).

3. Quantomo OU Utility

Spectral Capital Corp. will acquire ownership of the Quantomo OU tomography protocols and any and all technology currently under development.

Quantomo OU. will assist Spectral Capital Corp. in ensuring adequate systems are in place for tracking, monitoring, and ensuring compliance with all necessary protocols.

5. Conditions Precedent

The following conditions must be met prior to the closing of the transaction:

1.Approval by the boards of directors of Spectral Capital Corp. and Quantomo OU 

2.All necessary regulatory approvals and compliance with applicable securities and commercial laws. 

3.Completion of satisfactory due diligence by both parties, including financial, legal, technical, and operational audits. 

4.Execution of all necessary legal agreements. 

5.Confirmation that all Quantomo OU holders have been duly notified and rights have been protected according to this term sheet. 

6. Closing Date

The closing of the transaction is expected to occur within 60 days of signing this term sheet, subject to the satisfaction of all conditions precedent. A delay of up to 30 days may be permitted in case of regulatory hurdles, after which either party may choose to terminate the agreement under the provisions in Section 11.

7. Representations and Warranties

Both Spectral Capital Corp. and Quantomo OU. will provide the following representations and warranties, among others:

1.Each party has the requisite power and authority to enter into and perform the terms of this agreement. 

2.The shares to be issued by Spectral Capital Corp. will be duly authorized, validly issued, fully paid, and non-assessable and will be delivered under Rule 144 with a two-year restriction period, compliant with applicable securities laws. Shares will be released in increments every six (6) months. 

3.Any and all intellectual property, will be transferred free of any encumbrances, liens, or claims by third parties. 

4.Intellectual property rights, including those related to the tomography protocols, must be transferred free of any encumbrances, liens, or third-party claims. Both Spectral Capital Corp. and Quantomo OU agree to conduct a full review of any existing intellectual property claims, liens, or pending litigation before the transfer of such rights to ensure a clean and unencumbered transition of ownership. 

8. Indemnification

Each party agrees to indemnify, defend, and hold the other harmless from and against any and all liabilities, losses, damages, or expenses (including reasonable attorneys' fees) arising from:

1.Any breach of representation, warranty, or covenant made in this agreement. 

2.Any claims related to intellectual property infringement or legal challenges arising from the use or transfer. 

Indemnifications will survive for three (3) years post-closing, except for intellectual property claims, which will survive for five (5) years.

9. Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.

Any disputes arising under this term sheet will be resolved through arbitration under the rules of the American Arbitration Association (AAA), with the venue in Seattle, Washington. Each party will bear its own costs for arbitration.

10. Confidentiality

Both parties agree to maintain the confidentiality of this term sheet and the details of the proposed transaction, except as may be required by law or as mutually agreed upon in writing.

11. Termination

This term sheet may be terminated by either party upon written notice to the other, prior to the execution of a definitive agreement, without liability.

If either party fails to meet the conditions precedent or a material breach occurs during the negotiation period, the other party may terminate the agreement without further obligation, subject to any costs or expenses incurred in reliance on this term sheet.

12. Post-Acquisition Transition Plan

The Quantomo OU Management team will oversee the transition period, ensuring the seamless integration of Quantomo OU’s technology into Spectral Capital's operations.

This process will occur in accordance with a detailed timeline that includes technology transfer and service continuity milestones. Key tasks must be completed within 120 days post-closing, and regular reports will be provided to both management teams.

13. Non-Binding Agreement

Except for the sections on confidentiality, indemnification, and governing law, this term sheet is non-binding and serves as a framework for the preparation of a definitive acquisition agreement.

14. Other Considerations

There are no regulatory considerations beyond those that are normal and ordinary for this type of transaction. No fees or penalties will apply for termination of this agreement prior to the execution of a definitive acquisition agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

Spectral Capital Announces Strategic Acquisition of Quantomo, Pioneering the Future of Quantum Search Technology

SEATTLE, September 10, 2024 – Spectral Capital Corporation (OTCQB: FCCN), a pioneering innovator in Quantum as a Service (QaaS) computing and decentralized cloud services, is excited to announce the acquisition of Quantomo, a groundbreaking company at the forefront of quantum tomography technology. Quantomo, short for "Quantum Tomography," has developed revolutionary quantum algorithms designed to redefine the future of search engines, surpassing traditional search methods employed by industry giants such as Google.

Quantomo's unique combination of classical and quantum computing, working with Spectral’s newly acquired company Vogon Cloud’s use of a distributed quantum ledger database (DQLDB), is set to usher in a new era of information retrieval. The core technology leverages quantum parallelism, enabling exponentially faster searches across multiple dimensions of data simultaneously. Unlike classical search engines, which rely on deterministic processes and centralized indexing, Quantomo’s quantum algorithms perform searches across distributed networks using quantum superposition and cooperative distributed inferencing.

"Quantomo’s acquisition represents a quantum leap in our strategic roadmap to transform how industries handle data and search optimization. In a world where there is so much data, that we don’t know what we don’t know and what questions to ask, this acquisition helps us solve that problem," said Sean Michael Brehm, Chairman of Spectral Capital. "The integration of their advanced quantum tomography technology with our Quantum Bridge framework enables us to create the world’s most efficient, scalable, and contextually aware search engine—one that will revolutionize how data is is processed, retrieved, and leveraged in the form of information that is relevant to you."

How Quantomo Redefines Search Technology

Quantomo's proprietary technology offers several groundbreaking features:

·Quantum Parallelism for Accelerated Search: Quantum algorithms, such as Grover’s Algorithm, perform searches exponentially faster than classical methods, using qubits to process vast datasets in parallel. Unlike Google’s PageRank, which operates in a stepwise manner, Quantomo explores all possible solutions simultaneously across a distributed ledger. 

·Quantomo’s  innovative framework allows agents across a decentralized network to collaborate on search queries. Instead of relying on a centralized index, search  

agents infer results collectively, optimizing queries in real-time and adapting to evolving data patterns.

·Epoch-Based Data Organization: Quantomo’s use of Vogon’s epochs allows users to track the evolution of data over time, enabling context-rich, time-based searches that go beyond static page rankings. 

·Semantic and Ontological Structures: Quantomo employs an ontological framework for a richer semantic understanding of data. Unlike traditional keyword-based search engines, this technology explores multidimensional relationships within the data, offering more contextually relevant results. 

·Polyglot Compatibility via QuantumVM: The integration with Vogon’s QuantumVM ensures seamless compatibility between quantum and classical algorithms, enabling flexible, scalable search solutions that can adapt to various data formats and languages. 

"With Quantomo, we are not only advancing the field of quantum computing but also setting a new standard for collective intelligence-powered search engines," said Jenifer Osterwalder, CEO of Spectral Capital. "This acquisition strengthens our commitment to building a decentralized, quantum-driven future that promotes scalability, security, and sustainable innovation across industries."

A Vision for the Quantum Era

The acquisition of Quantomo aligns perfectly with Spectral’s ambitious Q4 strategy to lead the global transition into the quantum era. As part of Spectral’s broader Quantum Bridge initiative, Quantomo’s quantum-enhanced search technology will be deployed across a network of decentralized, energy-efficient micro data centers, established through Spectral’s recent expansion efforts.

This acquisition underscores Spectral’s commitment to securing its position as a global leader in quantum computing, decentralized cloud services, and next-generation data management. Quantomo’s cutting-edge technology will accelerate the development of collective intelligence solutions and drive efficiencies across sectors such as energy, healthcare, finance, and more.

For media inquiries, please contact:

Jenifer Osterwalder

Spectral Capital Corporation

contact@spectralcapital.com

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.