SEATTLE, WA – December 30, 2025 — SpectralCapital Corporation (“Spectral” or the “Company”), adigital infrastructure and AI-forward platform company, today announced that ithas signed a Definitive Stock Purchase Agreement toacquire Telvantis Voice Services, Inc., a Florida-basedtelecommunications and voice services provider, from Telvantis, Inc.(formerly Raadr, Inc.).
The transaction provides for Spectral to acquire 100%of the issued and outstanding shares of Telvantis Voice Services in astock-for-stock exchange intended to qualify as a tax-freereorganization under Section 368(a)(1)(B) of the Internal RevenueCode. Consideration includes shares issued at closing and performance-basedearn-out shares tied directly to 2026 revenue and profitability milestones,aligning long-term incentives with operating performance.
Performance-BasedStructure and Milestones
Under the agreement, earn-out and lock-up release mechanicsare structured around measurable operating results including $665,000,0002026 revenue targets achieved profitably, including:
These milestones are designed to support disciplined growth, operating leverage, and shareholder alignment consistent with public-market best practices.
Strategic Rationale
Telvantis Voice Services operates a scalable telecommunications platform serving enterprise and carrier customers, with infrastructure capable of supporting high-volume voice and communications traffic. Spectral expects the acquisition to immediately expand its consolidated operating base while strengthening recurring revenue visibility.
“The Telvantis acquisition is a foundational transaction inSpectral’s strategy to build a profitable, scaled digital infrastructureplatform suitable for the public markets. The revenue and profit-based earn-outstructure directly aligns performance with shareholder outcomes, and we believeTelvantis will be a meaningful contributor toward Spectral’s anticipated profitable2026 revenue of approximately $450 million. This transaction reflects ourfocus on acquiring operating businesses with real scale, measurable cash-flowpotential, and disciplined execution”, stated Spectral CEO, JeniferOsterwalder.
Osterwalder added:
“As we prepare for a potential NASDAQ uplisting, Spectralis focused on assembling businesses that meet institutional expectations fortransparency, performance metrics, and operating discipline. Telvantisstrengthens our portfolio in each of those respects.”
Closing and Integration
The transaction is expected to close on or about December31, 2025, subject to customary closing conditions. Following closing,Spectral intends to integrate Telvantis into its broader digital infrastructureplatform while maintaining operational continuity and performanceaccountability.
AboutSpectral Capital Corporation
SpectralCapital (OTCQB: FCCN) is building the next generation of AI and quantum enableddigital infrastructure. With anextensive patent and IP portfolio across AI and quantum technologies, Spectralis the acquirer of choice for digital infrastructure includingtelecommunications, voice, SMS technologies and edge data centers. Spectrals’strategy combines original invention, an active pending‑patent pipeline, anddisciplined productization to create durable value across enterprise and SMBmarkets. For more information visit SpectralCapital.
Contact:
Forward-LookingStatements
Thispress release contains forward-looking statements (as defined in Section 27A ofthe Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended) concerning future events and FCCN's growthand business strategy. Words such as "expects," "will,""intends," "plans," "believes,""anticipates," "hopes," "estimates," andvariations on such words and similar expressions are intended to identifyforward-looking statements. Although FCCN believes that the expectations reflectedin such forward-looking statements are reasonable, no assurance can be giventhat such expectations will prove to have been correct. These statementsinvolve known and unknown risks and are based upon a number of assumptions andestimates that are inherently subject to significant uncertainties andcontingencies, many of which are beyond the control of FCCN. Actual results maydiffer materially from those expressed or implied by such forward-lookingstatements. Factors that could cause actual results to differ materiallyinclude, but are not limited to, changes in FCCN's business; competitivefactors in the market(s) in which FCCN operates; risks associated withoperations outside the United States; and other factors listed from timeto time in FCCN's filings with the Securities and Exchange Commission. FCCNexpressly disclaims any obligations or undertaking to release publicly anyupdates or revisions to any forward-looking statements contained herein toreflect any change in FCCN's expectations with respect thereto or any change inevents, conditions or circumstances on which any statement is based.