Spectral signs binding term sheet to acquire Italy telecom Intermatica; up to 10M shares as consideration

SPECTRAL CAPITAL Corp

Binding term sheet to acquire 100% of Intermatica S.p.A., an Italy-based telecommunications and technology company.
Consideration: 5M shares at closing + up to 5M earn-out shares (max 10M shares) based on FCF performance.
Intermatica expected to deliver up to $10M/year free cash flow to fully earn out the 10M shares.
Acquisition supports Spectral's strategy to achieve $450M in profitable revenue in 2026.
Transaction subject to due diligence, definitive agreement, regulatory approvals; no assurance of completion.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SPECTRAL CAPITAL Corp entered into Binding Term Sheet with Intermatica S.p.A. valued at issuance of 5,000,000 shares of the Company’s common stock (effective 2026-01-04).

Action: entry
Agreement: merger
Counterparty: Intermatica S.p.A.
Value: issuance of 5,000,000 shares of the Company’s common stock
Effective: 2026-01-04

Exact text from the filing

On January 4, 2026 Spectral Capital Corporation, a Nevada corporation (the “Company”), entered into a Binding Term Sheet (the “Term Sheet”) with Intermatica S.p.A., a società per azioni organized under the laws of the Republic of Italy (“Intermatica”), setting forth the principal terms and conditions pursuant to which the Company intends to acquire 100% of the issued and outstanding equity interests of Intermatica

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Source: SEC EDGAR

accession 0001096906-26-000033

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