0001096906-24-001581.txt : 20240724
0001096906-24-001581.hdr.sgml : 20240724
20240724132811
ACCESSION NUMBER: 0001096906-24-001581
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240607
FILED AS OF DATE: 20240724
DATE AS OF CHANGE: 20240724
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brehm Sean Michael
CENTRAL INDEX KEY: 0002030702
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50274
FILM NUMBER: 241137379
MAIL ADDRESS:
STREET 1: 4500 9TH AVENUE, NE
STREET 2: SUITE 300
CITY: SEATTLE
STATE: WA
ZIP: 98105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SPECTRAL CAPITAL Corp
CENTRAL INDEX KEY: 0001131903
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 880472860
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4500 9TH AVENUE NE
CITY: SEATTLE
STATE: WA
ZIP: 98105
BUSINESS PHONE: 206-385-6490
MAIL ADDRESS:
STREET 1: 4500 9TH AVENUE NE
CITY: SEATTLE
STATE: WA
ZIP: 98105
FORMER COMPANY:
FORMER CONFORMED NAME: SPECTRA CAPITAL Corp
DATE OF NAME CHANGE: 20100813
FORMER COMPANY:
FORMER CONFORMED NAME: FUSA CAPITAL CORP
DATE OF NAME CHANGE: 20040707
FORMER COMPANY:
FORMER CONFORMED NAME: GALAXY CHAMPIONSHIP WRESTLING INC
DATE OF NAME CHANGE: 20010108
3
1
form3.xml
PRIMARY DOCUMENT
X0206
3
2024-06-07
0
0001131903
SPECTRAL CAPITAL Corp
FCCN
0002030702
Brehm Sean Michael
C/O SPECTRAL CAPITAL CORPORATION
4500 9TH AVENUE, NE
SEATTLE
WA
98105
1
0
1
0
Contractual Right to Acquire
2024-07-31
Common Stock
40000000.0000
D
Contractual Right to Acquire
0.2000
2024-07-15
Common Stock
5000000.0000
D
Stock Options (right to buy)
0.4300
2034-06-12
Common Stock
250000.0000
D
As reported on Form 8-K filed by Spectral Capital Corporation (the "Company") with the Securities and Exchange Commission on June 7, 2024, Sean Michael Brehm (the "Reporting Person") entered into an agreement to sell 100% of the securities of Node Nexus Network Co LLC, a limited liability company formed under the laws of the Emirate of Dubai, in exchange for 40,000,000 shares of the Company's common stock, par value $.0001 (the "Common Stock), representing approximately 38.94% of the shares outstanding. As amended, such agreement will terminate if the closing of the transactions contemplated by the agreement has not been completed by August 31, 2024.
On June 5, 2024, the Company entered into a Subscription Agreement with the Reporting Person, whereby it agreed to sell and the Reporting Person agreed to purchase 5,000,000 shares of the Common Stock for $1,000,000 (the "Offering") on or by August 31, 2024.
On June 12, 2024 ("Grant Date"), the Company granted the Reporting Person the ability to acquire one hundred twenty-five thousand (125,000) options (the "Options") each month or an aggregate of three million (3,000,000) Options over 24 months. The Options vest monthly on their respective grant date and may be exercised in whole or in part into shares of the Common Stock at the price of $.43 per share for a period of ten (10) years from each Grant Date. The terms of the Options are set forth in the Option Agreement dated June 12, 2024, which is attached as an Exhibit to the Company's Form 8-K filed with the Securities and Exchange Commission on June 17, 2024. The amount reflected includes Options that may be acquired in 60 days from the date hereof.
/s/ Sean Michael Brehm
2024-07-24