FCCN Spectral Capital Corporation (QB)

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):

July 22, 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 Exchange Agreement

As reported in the Form 8-K filed with the Securities and Exchange Commission on June 7, 2024, on June 7, 2024, Spectral Capital Corporation, a Nevada corporation (the “Company”, “we”, “our” or “us”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Node Nexus Network Co LLC, a limited liability company formed under the laws of the Emirate of Dubai (“Target”), and Sean Michael Brehm, also known as  Sean Michael Obrien (the “Target Shareholder”), the sole shareholder of Target, whereby (i) the Company agreed to acquire, and Target agreed to sell to the Company, 150 shares of capital stock, representing 100% of the Target’s outstanding shares, in exchange for 40,000,000 newly issued shares of common stock (the “Exchange Shares”) of the Company and (ii) the Target Shareholder agreed to purchase 5,000,000 shares of the Company’s restricted common shares at a per share price of $0.20 or an aggregate of $1,000,000 (the “Purchase Price”) concurrently with or prior to the Closing, as defined below, (“Financing Shares”). The Company, the Target and the Target Shareholder are collectively the “Parties” or individually a “Party”.

As reported in the Form 8-K filed with the Securities and Exchange Commission on May 13, 2024, the Target Shareholder was appointed as our director on May 13, 2024, and as reported on an additional Form 8-K with the Securities and Exchange Commission on June 6, 2024, the Target Shareholder was appointed as Chairman of the Board of Directors on June 6, 2024.

On July 23, 2024, the Parties entered into an amendment to the Exchange Agreement (the “Amendment”) with the following terms:

●The Closing shall occur on or before August 31, 2024, unless extended (the “Closing”). 

●The Company and its transfer agent shall enter into an escrow agreement (the “Escrow Agreement”) whereby the Financing Shares shall be held in escrow pending the Company’s receipt of the Purchase Price, and the Exchange Shares shall be held in escrow pending the losing of the transactions contemplated by the Exchange Agreement on or before August 31, 2024. 

●In the event that the Closing does not occur on or prior to August 31, 2024, the Financing Shares and Exchange Shares shall be cancelled and returned to Treasury. 

●Parties shall enter into a licensing agreement (“Licensing Agreement”) for the Intellectual Property as defined in the Exchange Agreement. 

 The Closing of the Exchange Agreement, as amended, is subject to the satisfaction or, if permitted by applicable law, waiver by the Company, Target and Target Shareholder of various conditions. These conditions include but are not limited to the following: (i) Assignment of intellectual property; (ii) delivery of Board of Director and shareholder approval of each Target and Target Shareholder approving the Exchange Agreement; (iii) personal guarantee of Target Shareholder; (iv) financial statements of the Target audited by an auditor who is a member of the Public Company Accounting Oversight Board (“PCAOB”) for the prior two fiscal years or such shorter period since Target’s inception; (v) unaudited financial statements of the Target for the period from the date of the audited financial statements to the date of the Closing; and (vi) such other documents as reasonably requested by the Company.

The Exchange Agreement, as amended, contains certain termination rights provisions as follows: (i) in the event that the Closing is not completed by August 31, 2024; (ii) by the mutual consent of Target and the Company, (iii) by Target, in the event that any representation or warranty of the Company is untrue or becomes untrue prior to Closing; (iv) by the Company, in the event that any representation or warranty of Target is untrue or becomes untrue prior to Closing; or (v) in the sole discretion of Company if its due diligence investigation of the Target is not satisfactory to the Company in its sole discretion.

The Exchange Agreement and the transactions contemplated thereby were approved by the Board of Directors of the Company on July 23, 2024.

The foregoing descriptions of the Exchange Agreement, Amendment, Escrow Agreement and Licensing Agreement are summaries, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Exchange Agreement, a copy of which is attached as Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on June 7, 2024, to the Amendment a copy of which is attached as Exhibit 10.16 to this Form 8-K, to the Escrow Agreement, a copy of which is attached as Exhibit 10.17 to this Form 8-K, and to the Licensing Agreement a copy of which is attached as Exhibit 10.18 to this Form 8-K. Each is incorporated by reference herein.

Forward-Looking Statements

This Current Report on Form 8-K and the Exhibits hereto contain “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company’s planned business and operations, and the Exchange Agreement, as amended, Escrow Agreement and License Agreement.  Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Forward-looking statements can be identified by words such as “believes,” “plans,” “anticipates,” “expects,” “estimates,” “projects,” “will,” “may,” “might,” and words of a similar nature. Examples of forward-looking statements include, among others, but are not limited to, statements we make regarding the Exchange Agreement, as amended, our future plans, expected operating results, and our plans and strategies for our technologies, product development, engaging with potential customers, market position, and financial results. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside our control. Our actual results, financial condition, and events may differ materially from those indicated in the forward-looking statements based upon a number of factors. Forward-looking statements are not a guarantee of future performance or developments. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. Therefore, you should not rely on any of these forward-looking statements. There are many important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including our ability to complete certain transactions anticipated by the Exchange Agreement and realize anticipated benefits from the acquisition of the Target, other acquisitions; contracts, dependence on our Intellectual Property (IP) rights, certain IP rights of third parties; the competitive nature of our industry; risks and uncertainties associated with market conditions; and our receipt of financing to complete our future plans and our ability to complete development and commercialization of our planned technologies. Any forward-looking statement made by us in this document is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. No information in this document should be interpreted as an indication of future success, revenues, results of operation, or stock price. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.

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.

FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT

This First Amendment (this “First Amendment”) is made and entered into on July 23, 2024 (the “Effective Date”) by and between Spectral Capital Corporation, a Nevada corporation (“Parent”), Node Nexus Network Co LLC, a limited liability company formed under the laws of the Emirate of Dubai (“Target”), and Sean Michael Brehm, also known as Sean Michael Obrien, the sole shareholder of Target (the “Target Shareholder”), and together collectively the “Parties” or individually a “Party”.

WHEREAS, on June 7, 2024, the Parties entered into that Share Exchange Agreement dated as of such date (the “Exchange Agreement”);

WHEREAS, in connection with this Amendment to the Exchange Agreement, the Parties desire to amend the Exchange Agreement, and the terms thereof, on the date hereof, as provided in this Amendment (as so amended, the “Amended Exchange Agreement”); and

NOW, THEREFORE, IN CONSIDERATION OF the Parties agreeing to amend their obligations in the Exchange Agreement and Exchange Agreement, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to keep, perform, and fulfill the promises, conditions and agreements as set forth herein.

SECTION 1. DEFINED TERMS. Initially capitalized and defined terms used herein shall have the same meaning as set forth in the Agreement, except as otherwise provided herein. Except as expressly amended by this First Amendment, the Exchange Agreement shall remain in full force and effect.

ARTICLE 2. AMENDMENT. Upon execution of this First Amendment by the Parties, the Exchange Agreement shall be deemed to have been amended as follows:

Article 2.1 The Section titled “SECTION 1.2 Closing” of the Exchange Agreement is hereby deleted in its entirety and replaced with the following:

“SECTION 1.2 Closing. The Closing of the Share Exchange shall take place at the offices of mutual choice in Lugano, Switzerland, commencing on the satisfaction or waiver of all conditions and obligations of the Parties to consummate the Share Exchange including the Closing Deliverables by Target and Target Shareholder as set forth in Section 1.3 of the Exchange Agreement (not including conditions and obligations that the respective Parties will take at Closing) but in no event shall the Closing Date by any later than August 31, 2024 (“Closing Date”).

Article 2.2 A Section titled “SECTION 1.4” is hereby added to the Exchange Agreement and made a part of the Exchange Agreement enforceable according to its terms as follows:

“SECTION 1.4 Escrow. Simultaneous with the execution of this Amendment, the Parent shall submit the Escrow Letter attached hereto as Exhibit A to the Parent’s transfer agent, Pacific Stock Transfer.

Article 2.3 The Section titled “SECTION 3.12 Intellectual Property” of the Exchange Agreement is deleted in its entirety and replaced with the following:

“Section 3.12 Intellectual Property. Target owns, has validly licensed, or otherwise has the right to use all patents, patent rights, trademarks, trademark rights, trade name rights, copyrights, and other proprietary intellectual property rights (collectively “Intellectual Property Rights”) below:

●Distributed Quantum Ledger Database Technology (DQ-LDB) technologies involved with data processing, storage and security. 

●Decentralized Infrastructure software associated with data collection, processing and security of data. 

●Decentralized Cloud and Distributed Cloud Solutions. 

●Artificial Intelligence technologies involved with data integrity and security. 

Intellectual Property is material for the conduct and operation of Target’s business. There are no claims pending, or to the knowledge of Target threatened, that Target is infringing or otherwise adversely affecting the rights of any person with regard to the Intellectual Property Rights. Furthermore, Target is aware of no infringement by any person on Target’s Intellectual Property Rights. Finally, Target licenses intellectual property from clients and thereafter sublicenses it or commercializes it in various designated international markets. Target is aware of no claim against it by any client relating to its sublicensing or commercialization of any client's intellectual property.

The Target and the Target Shareholder hereby agree upon execution of this Amendment that the Parent may begin licensing the Intellectual Property Rights without limitation, and the Parties shall enter into a detailed licensing agreement for the use of the Intellectual Property contemporaneously herewith in the form attached hereto as Exhibit B.

ARTICLE SECTION 3. MISCELLANEOUS.

Article 3.1 Representations and Warranties. The Target and Target Shareholder hereby represent and warrant to the Parent that the representations and warranties set forth in Article II and Article III of the Exchange Agreement are true and correct in all respects (or in all respects if such representation and warranty is already qualified by materiality or material adverse effect) as of the date hereof with the same effect as if made as of the date hereof (except for those which expressly relate to an earlier date, in which case, they were true and correct in all material respects as of such earlier date).

Article 3.2 No Other Amendment. Except for the matters set forth in this Amendment, all other terms of the Exchange Agreement shall remain unchanged and in full force and effect.

Article 3.3 Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada without giving effect to its conflicts of laws principles. In the event of a conflict between the terms of this Amendment and the Exchange Agreement, the terms of this Amendment shall control without limitation.

Article 3.4 Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.

Article 3.5 Headings. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Amendment.

Article 3.6 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

EXHIBIT A

ESCROW LETTER

July 22, 2024

Pacific Stock Transfer

Via Email

Ladies and Gentlemen:

This letter (“Escrow Letter”) is written in my capacity as the President and Chief Executive Officer of Spectral Capital Corporation, a Nevada corporation (the “Company”). The purpose of the letter is to instruct you with respect to the escrow of 45,000,000 shares of the Company’s common stock issued to Sean Brehm (the “Escrow Shares”) pursuant to a Share Exchange Agreement and related subscription agreement between the Company and Sean Brehm and Node Nexus Network Co LLC (the “Exchange Agreement”) and release such Escrow Shares as set forth below only upon the written authorization from the undersigned.

Please release the Escrow Shares upon receipt of a written certification from the undersigned that the Company has received (i) the Pre-Closing Items required under the Exchange Agreement and (ii) $1,000,000 in required subscription funds (“Release Documentation”). In the event that you do not receive the Release Documentation on or before August 31, 2024 or an extension issued by the undersigned, you are hereby directed to cancel the Escrow Shares and return such shares to the Company’s treasury.

The parties signing below agree to the terms of this Escrow Letter and specifically indemnify and hold harmless Pacific Stock Transfer and its officers, directors, advisors, employees, consultants and assigns thereto for any actions undertaken pursuant to this letter.

Sincerely,

NODE NEXUS SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the “Agreement”) is entered into between Node Nexus Co. LLC, a corporation organized under the laws of Dubai and the United Arab Emirates (“Vendor”) and Spectral Capital Corporation, a Nevada corporation (“Licensee”), and describes the terms under which Licensee may sell licenses to and use certain Vendor software products during the time period beginning on July 23, 2024 and ending 12 months thereafter (the “Pre-Closing Period” or “Evaluation Period”).

The parties hereby agree as follows:

1)License Grant; Ownership of the Software. 

a)License Grant. Vendor hereby grants to Licensee an exclusive, transferable license during the Pre-Closing Period to use the Vendor’s software provided by Vendor to Licensee as further described in Exhibit A attached hereto (the “Software”) for purposes of allowing Licensee the ability to sell licenses to the Software during the Pre-Closing Period and subject to all the terms and conditions of this Agreement. 

b)Restrictions. Licensee may distribute and sublicense the Software subject to the terms and conditions of this Agreement. Licensee may not decompile or reverse engineer the Software, except to the extent that such a restriction is impermissible under applicable law. 

c)Ownership. Nothing in this Agreement transfers or assigns any rights in the Software to Licensee. The only license granted to Licensee under this Agreement is the express license set forth in Section 1(a), and no other licenses are granted, whether by implication, estoppel, or otherwise. Vendor retains all right, title and interest in and to the Software, including any intellectual property rights therein and thereto. 

d)Open Source Software. The Software contains certain third-party components. Licensee’s use of such components in accordance with this Agreement is permitted, but Licensee may also have broader rights under the applicable third party license terms. Nothing in this Agreement is intended to impose a restriction on Licensee’s exercise of any such broader rights. 

2)Evaluation Version. The Software is an early version and has not yet been widely commercially released. It is likely that the Software contains errors. If Licensee is unwilling to accept the risk of such errors, Licensee should not use the Software or sublicense it. Licensee is solely responsible for Licensee’s use of the Software, including sales and sublicenses and Licensee provides Vendor with an indemnity for third-party claims arising from Licensee’s use of and resales of the Software as more fully set forth in Section 7. 

3)Support. Vendor is not obligated to provide any customer support or technical support under this Agreement, except as provided in Exhibit A attached hereto. 

4)Confidentiality. 

a)Definition. “Confidential Information” means (i) the Software, (ii) the output of the Software, and (iii) any information provided by Vendor to Licensee that is marked as confidential or that a reasonable person would understand to be confidential, in light of the nature of the information and the circumstances of disclosure, including information about Vendor’s present or future products, services, plans, prices, or customers. Notwithstanding the foregoing sentence, Confidential Information does not include information that (a) is or becomes publicly known through no fault of Licensee, (b) is provided to Licensee by a third party without breach of any obligations of confidentiality, or (c) that is independently developed by Licensee without reference to or use of the Confidential Information. 

b)Restrictions on Use and Disclosure. During the Pre-Closing Period and for three years thereafter, (i) Licensee will not use Confidential Information for any purpose except to evaluate and sell or sublicense the Software, (ii) Licensee will take reasonable care to protect the Confidential Information and keep it confidential, and (iii) Licensee will not disclose Vendor’s Confidential Information to any third party, unless such disclosure is required by law and Licensee give reasonable notice to Vendor of such legal requirement before any such disclosure. 

c)Return of Materials. At the conclusion of the Pre-Closing Period or upon Vendor’s request, Licensee will return to Vendor, or destroy and confirm such to destruction in writing to Vendor, all copies of all Confidential Information in Licensee’s possession or control, including all copies of the Software. 

5)Term and Termination. This Agreement will be effective beginning on the first day of the Pre-Closing Period and ending on the last day of the Pre-Closing Period, unless earlier terminated, including by the completion of the Share Exchange Agreement as amended and entered into between the Vendor and Licensee among others (“Exchange Agreement”). Either party may terminate this Agreement at any time for any reason or no reason by providing written notice to the other party at the address of such party set forth in the preamble of this Agreement. Sections 3 through 9 will survive the termination of this Agreement. 

6)Feedback. During the Pre-Closing Period, it is anticipated that Licensee will provide Vendor with bug reports, reviews, suggestions for new features, services, or products, or other data, ideas, or information related to the performance, reliability, usability, features, deployment, or improvement of Vendor products and services including the Software (“Feedback”). Licensee hereby grants Vendor a nonexclusive, perpetual, irrevocable, transferrable, sublicensable, worldwide license to exploit the Feedback in any manner, including to improve Vendor’s commercial products and services. 

7)No Warranty. VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL FUNCTION CORRECTLY, SECURELY, SAFELY, OR IN ANY PARTICULAR MANNER. THE SOFTWARE IS PROVIDED “AS IS,” AND VENDOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VENDOR EXPRESSLY DOES NOT REPRESENT OR WARRANT THAT THIS EVALUATION VERSION OF THE SOFTWARE IS CAPABLE OF SAFE AUTONOMOUS OPERATION OF A MOTOR VEHICLE, OR THAT SUCH USE WOULD COMPLY WITH APPLICABLE LAWS IN THE LICENSEE’S JURISDICTION. 

8)Indemnity. Licensee will indemnify Vendor for any costs, losses, damage, and expenses (including reasonable attorneys’ fees) arising out of a third-party claim or allegation related to Licensee’s use of the Software, except to the extent alleging that the Software violates or misappropriates the intellectual property rights of such third party. 

9)Compliance with Law. Licensee will comply with all applicable laws with respect to Licensee’s use and possession of the Software including the laws of the United States related to export control and sanctions compliance. 

10)Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL VENDOR OR ITS OFFICERS, DIRECTORS, LICENSORS OR SUPPLIERS BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF VENDOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VENDOR’S AGGREGATE LIABILITY TO LICENSEE EXCEED ONE HUNDRED U.S. DOLLARS. BUT FOR THE LIMITATIONS IN THIS SECTION 8, VENDOR WOULD NOT PROVIDE AN EVALUATION VERSION OF THE SOFTWARE TO LICENSEE UNDER THESE TERMS, AND THE LIMITATIONS IN THIS SECTION REPRESENT AN INTENTIONAL AND AGREED ALLOCATION OF RISK BETWEEN THE PARTIES. 

11)General Provisions. This Agreement constitutes the entire agreement between Licensee and Vendor with respect to the Software and completely supersedes and replaces any previous agreement entered into between the parties, including without limitation any non-disclosure or confidential information agreement. No amendment or modification of this Agreement will be valid or binding unless made in writing and signed by both parties. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect. Failure to strictly enforce any provision of this Agreement will not be construed as a waiver of any provision or right, and waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Licensee may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Vendor, and any such attempted assignment will be void. The laws of the State of Nevada (excluding its choice of law rules) will govern this Agreement, and each party hereby consents to exclusive personal jurisdiction in the state and federal courts located in Clark County, Nevada for any actions arising out of this Agreement or relating to Licensee’s use of the Software. 

IN WITNESS WHEREOF, the parties hereby execute this Agreement, effective as of the first day of the Pre-Closing Period.

EXHIBIT A

Scope of License:

Licensee is permitted to resell and sublicense, for a period not to exceed 12 months, and under the Vendor’s standard form of license agreement, the Software, which is described below under the heading Software. The revenue from such resales and sublicenses will inure to the benefit of the Licensee and any obligations for support, installation or otherwise, will be the sole obligation of the Licensee.

Software:

The Software consists of the intellectual property that has currently been evaluated by the Licensee and is known and identified as:

Distributed Quantum Ledger Database Technology (DQ-LDB) technologies involved with data processing, storage and security as embodied in the Vogon Quantum Ledger Product.

Decentralized Infrastructure software associated with data collection, processing and security of data as provided to the Licensee.

Decentralized Cloud and Distributed Cloud Solutions as provided to the Licensee.

Artificial Intelligence technologies involved with data integrity and security as provided to the Licensee.

Support:

The Vendor agrees to provide support, including consulting, installation and debugging services at an hourly fee of $400 per hour to Licensee or its customers. The Vendor agrees that it will enter into an appropriate service level agreement with Licensee based on the demands of any particular customer to be negotiated in good faith between the parties. In the absence of such an agreement, the Vendor agrees to maintain access to the Software at a service level consistent with the standards of global enterprise level organizations for similar software.