Spectral Capital (OTC: FCCN) to acquire Telvantis Voice Services in stock deal

Spectral Capital Corporation (OTC: FCCN) announced it signed a definitive stock purchase agreement to acquire Telvantis Voice Services Inc., a Florida-based telecommunications and voice services provider, from Telvantis Inc.

The transaction involves Spectral acquiring 100% of Telvantis Voice Services’ outstanding shares through a stock-for-stock exchange structured as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code. The deal includes shares issued at closing and performance-based earn-out shares tied to 2026 revenue and profitability targets.

Under the agreement, earn-out provisions are tied to specific 2026 milestones. The company must achieve at least $240 million in annual gross revenue on a consolidated basis and at least $1 million in annualized GAAP net operating profit. Additional earn-out shares may be issued if Telvantis achieves $10 million or more in annualized operating profit in 2026, with proportional increases for each incremental $1 million above defined thresholds, or upon achieving $665 million in annualized revenue with comparable operating margins.

Telvantis Voice Services operates a telecommunications platform serving enterprise and carrier customers. Spectral expects the acquisition to expand its operating base and strengthen recurring revenue visibility.

“The Telvantis acquisition is a foundational transaction in Spectral’s strategy to build a profitable, scaled digital infrastructure platform suitable for the public markets,” stated Spectral CEO Jenifer Osterwalder. She added that the company anticipates profitable 2026 revenue of approximately $450 million and is preparing for a potential NASDAQ uplisting.