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):

~~October~~November 156, 2025

SPECTRAL CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-50274

51-0520296

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

701 Fifth Avenue, Suite 4200 Seattle, WA		98104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		(206) 262 - 7799

N/A

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ¨

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 17.01. ~~Entry~~– ~~into~~Regulation aFD ~~Material Definitive Agreement.~~Disclosure

On ~~October~~November 156, 2025, Spectral Capital Corporation (the “Company”) ~~entered~~issued ~~into~~a anpress ~~Asset~~release ~~Purchase~~announcing ~~Agreement (the “Agreement”) with Eliznikcomp OÜ~~preliminary, anunaudited ~~Estonian~~2025 ~~corporation~~results ~~(“Eliznikcomp”).~~reported ~~Pursuant~~by toits ~~the~~pending ~~Agreement~~acquisition target, Telvantis ~~the~~Voice ~~Company acquired all right~~Services, ~~title~~Inc., and ~~interest~~revenue inguidance ~~and~~provided toby ~~twenty-one~~its ~~(21)~~recently ~~patentable~~acquired ~~innovations related to native Artificial Intelligence (AI) Operating Systems developed in a Linux environment~~subsidiary, 42 ~~together~~Telecom ~~with~~Ltd. A ~~processes~~copy ~~for~~of ~~optimizing~~the ~~field~~press ~~programmable~~release ~~gate~~is ~~arrays~~furnished ~~(FPGAs),~~ as ~~well~~Exhibit ~~as technology related to security and multi-application remote synchronization (collectively, the “Assets”)~~99.1 ~~As consideration for the Assets, the Company issued an aggregate of Nine Million (9,000,000) shares of its common stock~~ to ~~the~~this ~~shareholders~~Current ofReport ~~Eliznikcomp~~on asForm ~~directed~~8-K ~~by Eliznikcomp. The signing~~ and ~~closing~~is ofincorporated ~~the~~herein ~~transaction~~by ~~occurred simultaneously on October 15, 2025~~reference.

The ~~Asset~~information ~~Purchase~~contained ~~Agreement~~in ~~contains~~this ~~customary~~Item ~~representations~~7.01, ~~and~~including ~~warranties~~Exhibit by99.1, ~~both~~is ~~parties~~being furnished and ~~provides~~shall ~~for~~not ~~the~~be ~~immediate~~deemed ~~transfer~~“filed” offor ~~ownership~~purposes of ~~the~~Section ~~Assets~~18 toof the ~~Company.~~Securities ~~The~~Exchange ~~transaction~~Act ~~is expected to strengthen the Company’s portfolio~~ of ~~artificial~~1934, ~~intelligence~~or ~~technologies~~otherwise ~~and~~subject ~~support~~to the ~~development~~liabilities of ~~its~~that ~~native AI operating system initiatives~~section.

Item 38.0201 ~~Unregistered~~– ~~Sales~~Other ~~of Equity Securities~~Events

~~Concurrently~~Spectral ~~with~~expects ~~the~~to ~~execution~~close of the ~~Asset~~previously ~~Purchase~~announced ~~Agreement,~~acquisition ~~the Company conducted a private placement~~ of Telvantis ~~its~~Voice ~~common~~Services, ~~stock~~Inc. on ~~(the~~or ~~“Private~~about December ~~Placement”) pursuant to Section 4(a)(2) of the Securities Act of 1933~~19, ~~as amended~~2025, ~~and~~subject ~~Regulation~~to Dcustomary ~~promulgated~~closing ~~thereunder~~conditions. ~~The~~Following ~~Company offered up to One Million (1~~closing,~~000,000)~~ ~~shares~~Telvantis ofwill ~~its~~become ~~common stock at~~ a ~~purchase~~wholly ~~price~~owned ~~of $1.30 per share~~subsidiary, ~~resulting~~and inits ~~gross~~results ~~proceeds of up to $1,300,000. The Private Placement was made to accredited investors without the use of general solicitation or advertising. The proceeds of the Private Placement~~ will be ~~used~~consolidated ~~for~~into ~~general~~Spectral’s ~~corporate~~financial ~~and~~statements ~~working~~beginning ~~capital~~on ~~purposes~~that date.

~~Cautionary~~42 ~~Note~~Telecom ~~Regarding~~Ltd., ~~Forward~~acquired effective August 1, 2025, has provided management guidance indicating expected 2025 revenue of approximately $30 million. Consistent with U.S. GAAP purchase-~~Looking~~accounting ~~Statements~~standards, only revenues generated after the closing date of August 1, 2025, are included in Spectral’s 2025 consolidated financial statements.

~~This~~Cautionary ~~Report~~Note ~~includes~~Regarding 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, “forwardForward-~~looking~~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. 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.

Exhibit No.		Description
10.1		Asset Purchase Agreement between Spectral Capital Corporation and Eliznikcomp OÜ, dated October 15, 2025.
99.1		Press Release dated November 6, 2025.
10.2		Subscription Agreement relating to the Private Placement dated October 2, 2025.
99.1		Board Resolution approving the Asset Purchase and Private Placement dated October 15, 2025
104		Cover Page Interactive Data (embedded within the Inline XBRL document).

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
Date: October 16, 2025	By:	/s/ Jenifer Osterwalder
Date: November 6, 2025	By:	/s/ Jenifer Osterwalder
	Name:	Jenifer Osterwalder
	Title:	Chief Executive Officer, President

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