Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

On May 22, 2026, the Board of Directors (the "Board") of Spectral Capital Corporation (the "Company" or "Spectral") (i) determined that the post-closing performance milestones for fiscal year 2026 set forth in the Definitive Stock Purchase Agreement dated December 29, 2025 (the "Purchase Agreement"), by and between Spectral and Telvantis, Inc. (formerly Raadr, Inc.), a Nevada corporation (the "Seller"), filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated January 5, 2026 (the "Earn-Out Milestones"), have been achieved or duly accrued for issuance, and (ii) authorized the issuance to the recipients identified below (each, a "Holder") of an aggregate of 6,924,700 shares of the Company's common stock, par value $0.0001 per share (the "Earn-Out Shares"), as additional consideration under the Purchase Agreement, in the amounts set forth below:

The Earn-Out Shares were issued pursuant to four Directions of Issuance delivered by the Seller to the Company in accordance with the direction-of-issuance mechanic contemplated by the Purchase Agreement. Following the issuance of the Earn-Out Shares, the aggregate number of shares of Company common stock issued under the Purchase Agreement is 7,924,700 of the 10,000,000-share maximum aggregate consideration provided for therein.

The Earn-Out Shares were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. No form of general solicitation or general advertising was used in connection with the issuance. Each Holder represented to the Company that it is an "accredited investor" as defined in Rule 501(a) of Regulation D and that it acquired the Earn-Out Shares for its own account for investment purposes and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. The Earn-Out Shares were issued in book-entry form bearing a restrictive legend referencing Rule 144 under the Securities Act and the transfer restrictions set forth in a Lock-Up and Trickle-Out Agreement entered into between the Company and each Holder concurrently with the issuance (each, a "Lock-Up Agreement"), the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

3