SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Brehm Sean Michael

(Last)

(First)

(Middle)

C/O SPECTRAL CAPITAL CORPORATION

4500 9TH AVENUE, NE

(Street)

SEATTLE

98105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/07/2024

3. Issuer Name and Ticker or Trading Symbol
SPECTRAL CAPITAL Corp [ FCCN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Contractual Right to Acquire	⁽¹⁾	07/31/2024	Common Stock	40,000,000	⁽¹⁾	D
Contractual Right to Acquire	⁽²⁾	07/15/2024	Common Stock	5,000,000	$0.2	D
Stock Options (right to buy)	⁽³⁾	06/12/2034	Common Stock	250,000	$0.43	D

Explanation of Responses:

1. 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.

2. 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.

3. 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	07/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.