Form 4: Spectral Capital Corp: CFO Receives Earn-Out Shares

Spectral Capital Corp's Chief Financial Officer, Daniel Gilcher, received 1,041,000 common stock shares as earn-out consideration for a prior acquisition.

Summary

• Daniel Gilcher, Chief Financial Officer of Spectral Capital Corp, received 1,041,000 common stock shares on May 22, 2026.
• These shares are designated as Earn-Out Shares under a Definitive Stock Purchase Agreement dated December 29, 2025.
• The shares represent additional consideration for the acquisition of Telvantis Voice Services, Inc., which closed on December 31, 2025.
• No cash consideration was paid by Mr. Gilcher or OTUS LLC for these shares.
• The shares are held by OTUS LLC, a company of which Mr. Gilcher is the sole owner and control person.
• The shares are subject to transfer restrictions, lock-up, trickle-out, beneficial-ownership limitation, and standstill agreements.
• Additionally, Mr. Gilcher is the sole owner and control person of Adama GmbH, which holds 400,000 shares issued as acquisition consideration for 42 Telecom Ltd. on August 1, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily reports on the receipt of previously agreed-upon earn-out shares and does not indicate new financial performance or strategic shifts.

Positives

• Receipt of earn-out shares indicates successful performance or achievement of certain milestones related to the Telvantis Voice Services, Inc. acquisition.
• The acquisition of Telvantis Voice Services, Inc. and 42 Telecom Ltd. are contributing to the company's growth and share structure.
• The CFO's beneficial ownership through OTUS LLC and Adama GmbH demonstrates a vested interest in the company's performance.

Negatives

• The 1,041,000 earn-out shares are subject to significant restrictions, including lock-up and trickle-out provisions, limiting immediate liquidity.
• The filing details indirect beneficial ownership, which can sometimes obscure the direct control and intent of the reporting person.

Risks

• The shares received are subject to transfer restrictions, lock-up, trickle-out, beneficial-ownership limitation, and standstill agreements, which could limit future selling opportunities.
• Potential for future dilution if earn-out conditions are met and more shares are issued.
• The indirect ownership structure through OTUS LLC and Adama GmbH may introduce complexities in governance and reporting.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. However, the issuance of earn-out shares suggests that certain performance targets related to the Telvantis acquisition have been met or are expected to be met.

Management Comments

• The reported shares were issued by the Issuer as Earn-Out Shares under the Definitive Stock Purchase Agreement dated December 29, 2025, by and between the Issuer and Telvantis, Inc. (formerly Raadr, Inc.), as additional consideration for the Issuer's acquisition of Telvantis Voice Services, Inc., which closed effective December 31, 2025.
• The shares were issued pursuant to a Direction of Issuance delivered by Telvantis, Inc. as Seller, designating OTUS LLC as a recipient.
• No cash consideration was paid by the reporting person or by OTUS LLC for the shares.
• The shares are subject to the transfer restrictions, lock-up, trickle-out, beneficial-ownership limitation, and standstill set forth in a Lock-Up and Trickle-Out Agreement dated May 22, 2026, between the Issuer and OTUS LLC.
• The reported shares are held of record by OTUS LLC, a Florida limited liability company of which the reporting person is the sole owner and control person.
• The reporting person disclaims beneficial ownership of the shares held by OTUS LLC except to the extent of his pecuniary interest therein.
• The reporting person is the sole owner and control person of Adama GmbH.
• The 400,000 shares held by Adama GmbH were issued as acquisition consideration in connection with the Issuer's acquisition of 42 Telecom Ltd. on August 1, 2025, and were previously reported on the reporting person's Form 3 filed March 12, 2026.

Industry Context

StockSavvy.ai notes that the issuance of earn-out shares is a common practice in M&A transactions within the technology and telecommunications sectors, aligning performance with payment to ensure value creation for both parties.

Corporate Governance

Related Party Transactions

• The issuance of 1,041,000 earn-out shares to OTUS LLC, an entity controlled by CFO Daniel Gilcher, as consideration for the acquisition of Telvantis Voice Services, Inc.

Stakeholder Impact

• Shareholders: The receipt of earn-out shares by management does not immediately impact share count but represents a commitment tied to acquisition performance. Restrictions on these shares may limit immediate selling pressure.
• Management: Reinforces the alignment of management's interests with the company's performance through indirect share ownership.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• Adherence to the terms of the Lock-Up and Trickle-Out Agreement for the 1,041,000 earn-out shares.
• Potential future reporting of transactions involving the shares held by OTUS LLC and Adama GmbH, subject to the terms of the agreements.

Key Dates

Keywords

Form 4, SEC Filing, Spectral Capital Corp, FCCN, Daniel Gilcher, Chief Financial Officer, Earn-Out Shares, Stock Purchase Agreement, Acquisition, Telvantis Voice Services, OTUS LLC, Adama GmbH, Beneficial Ownership, Insider Trading