#United States #Spectral Capital #Seattle #Telvantis #Voice Services

Spectral Capital's Strategic Move

In a significant development, Spectral Capital Corporation has officially signed a Definitive Stock Purchase Agreement to acquire Telvantis Voice Services, Inc., a Florida-based provider of telecommunications services. This acquisition is not just a routine transaction; it's a strategic decision aimed at cementing Spectral's position in the growing digital infrastructure market.

Details of the Acquisition

The transaction entails the acquisition of 100% of the outstanding shares of Telvantis in a stock-for-stock exchange that is structured to qualify as a tax-free reorganization, under Section 368(a)(1)(B) of the Internal Revenue Code. This move aligns perfectly with Spectral’s ambitions to build a business that is not only profitable but also attractive for public markets. The company will issue shares upon closing and will offer performance-based earn-out shares tied to Telvantis's revenue and profit achievements in 2026.

Performance Metrics

Under the agreement, both earn-out and lock-up release mechanisms are designed to support disciplined growth and alignment between the interests of the shareholders and the operational performance of the newly acquired company. The agreement sets key performance milestones, which include:

• - Revenue Target: Achieving at least $240 million in annual gross revenue in 2026.
• - Profitability Goal: Realizing at least $1 million in annualized GAAP net operating profit.
• - Additional Shares: More shares may be awarded if Telvantis achieves an annualized operating profit exceeding $10 million in 2026.

These targets are crucial, as they support a structured approach to growth, ensuring that both revenue and profits are prioritized.

Why Telvantis?

Telvantis Voice Services operates a robust telecommunications platform, efficiently serving enterprise and carrier customers. It has infrastructure that can handle high-volume voice and communications traffic, making it a fitting addition to Spectral's existing operations. By acquiring Telvantis, Spectral expects to immediately enhance its operational capabilities, creating more predictable and recurring revenue streams.

CEO Jenifer Osterwalder expressed confidence in this acquisition, stating, _“The Telvantis acquisition is foundational to our strategy to establish a profitable, scaled digital infrastructure platform suitable for the public markets.”_ She further emphasized that the structured earn-out aligns performance directly with shareholder returns and expects it will significantly contribute to Spectral's anticipated profitable revenue of approximately $450 million in 2026.

Preparing for the Future

As Spectral lays the groundwork for a potential NASDAQ uplisting, the company aims to acquire businesses that align with institutional expectations for transparency and operational discipline. Osterwalder added, _“This transaction reflects our focus on acquiring operating businesses with real scale and measurable cash-flow potential.”_

Closing and Integration

The acquisition is on track to close on or about December 31, 2025, with typical closing conditions to be satisfied. Once closed, Spectral plans to integrate Telvantis into its broader digital infrastructure platform, all while ensuring operational continuity and accountability.

About Spectral Capital Corporation

Spectral Capital (OTCQB: FCCN) is actively involved in developing the next wave of AI and quantum-enabled digital infrastructure. With a strong portfolio of patents and intellectual property in AI and quantum technologies, Spectral strives to be the leading acquirer of digital infrastructure assets, including telecommunications and edge data centers. To learn more about Spectral's ventures, visit their official website.

Looking Ahead

As this acquisition unfolds, the business community will be watching closely how Spectral Capital navigates its integration process and the potential benefits Telvantis brings. The meticulous planning and structured approach could indeed set the stage for substantial growth and innovation in the telecommunications sector.

This acquisition marks a notable juncture for Spectral, one that could redefine its trajectory in the digital and telecommunications landscapes.