SPECTRAL CAPITAL Corp 10-Q

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements. The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes included in this report and those in our Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on June 24, 2025 and all subsequent filings. OVERVIEW Spectral Capital Corporation is a technology company focused on the development, monetization, and integration of proprietary intellectual property (IP) at the convergence of artificial intelligence (AI), hybrid classical computing, and emerging quantum technologies. In August 2025, the Company completed the acquisition of 42 Telecom Ltd., a global telecommunications and messaging infrastructure provider. The transaction marked a major strategic shift, transforming Spectral from a pre-revenue R&D enterprise into an operating company with established revenue-generating activities. Following the acquisition, 42 Telecom and its subsidiaries—became wholly owned subsidiaries of Spectral. The acquired operations provide enterprise messaging, SMS aggregation, SS7 platform access, and PaaS communication solutions to customers across Europe and other regions. As a result, Spectral’s consolidated financial results for the third quarter of 2025 reflect the inclusion of 42 Telecom’s operations beginning August 1, 2025. Going forward, the Company’s performance will be driven by both its AI and quantum IP development initiatives and the commercial operations of 42 Telecom, which provide recurring service revenues, operating cash flows, and a foundation for integrating Spectral’s proprietary technologies. The Company’s strategic platform is organized around four core pillars: 1. The development of patentable and protectable IP; 2. The monetization of that IP through licensing arrangements and equity-based transactions; 3. The development and deployment of cost-effective software solutions derived from proprietary innovations; and 4. The acquisition and transformation of technology companies through the integration of Spectral’s IP. Each product or service developed or acquired by Spectral is designed to derive from, reinforce, or scale one or more of these strategic growth pillars. At the center of Spectral’s operations is its IP licensing business, which enables third-party enterprises to incorporate Spectral-developed technologies into their own products and platforms. These licensing arrangements typically include a mix of upfront cash payments and equity participation, providing both near-term revenues and longer-term upside aligned with the growth of Spectral’s partners. The licensing model is especially attractive to companies operating in sectors such as artificial intelligence, cybersecurity, autonomous systems, logistics, and advanced data analytics, where integration of cutting-edge algorithms and architectures can provide meaningful competitive differentiation. As of the date of this filing, Spectral has identified 806 patentable innovations in various stages of prosecution and development in a broad array of emerging technology fields, with particular concentration at the intersection of artificial intelligence and quantum computing. These applications span innovations in quantum-enhanced machine learning, secure multiparty computation, hybrid neural architectures, synthetic training data generation, and autonomous system optimization. In connection with the Company's acquisition of 42 Telecom Ltd., Spectral licensed a portfolio of 31 of these patent applications to 42 Ltd., thereby enabling the integration of advanced messaging infrastructure with proprietary Spectral technologies for commercial deployment. 29 In addition, Spectral is actively commercializing a growing suite of modular, AI-enhanced software products. These tools are designed for rapid deployment and include applications for secure data search, model optimization, pattern recognition, and probabilistic reasoning. These software offerings are particularly well-suited for enterprise customers seeking to improve decision-making, reduce compute overhead, and expand analytical capabilities without incurring major infrastructure costs. In many cases, the Company’s hybrid AI-quantum approaches offer material performance advantages over conventional software. The Company is also in the R&D phase of developing an intelligent cloud compute environment optimized for high-dimensional AI and quantum-inspired workloads. This platform is being designed to integrate decentralized edge computing with scalable hybrid architectures, with a focus on low latency, high data privacy, and flexible deployment options. Target customers include enterprise and government clients with mission-critical or regulated workloads. The service is intended to support quantum-enhanced simulation, ultra-secure computation, and real-time distributed intelligence. Spectral also pursues a targeted acquisition strategy focused on underperforming or undercapitalized technology businesses that can be revitalized through integration of Spectral’s IP and computing capabilities. Following acquisition, Spectral deploys its proprietary innovations into the acquired business’s operations, driving improvements in revenue growth, margins, and overall market relevance. This transformation model is designed to generate both operational gains and strategic monetization opportunities through future joint ventures, divestitures, or public offerings. The Company’s current beta-stage software products include: NOOT: A collaborative intelligence platform that leverages quantum computing and Spectral’s proprietary Distributed Quantum Ledger Database (DQLDB) to derive secure, cross-disciplinary insights from collective expertise. NOOT is currently in limited beta deployment. Monitr: A web-based document management and collaboration platform designed for integration with both quantum and traditional infrastructures. Monitr enables individuals, businesses, and investment clubs to store, organize, and share information securely using the DQLDB architecture. Monitr is also in beta testing. Collectively, Spectral’s integrated approach to IP creation, software development, licensing, and acquisition positions the Company to generate diversified revenue streams while expanding the impact of its technology across multiple sectors. While the Company believes its business model and proprietary technologies present significant long-term potential, it currently operates with limited financial resources and has not secured reliable capital sources to support ongoing operations. As such, unlike better-capitalized competitors with established revenue streams, operational scale, and customer networks, Spectral’s ability to develop and commercialize its technologies remains subject to continued access to funding and capital markets. Key Developments in Q3 2025 During the quarter ended September 30, 2025, Spectral Capital Corporation advanced a series of strategic, operational, and research initiatives in furtherance of its goal to build a differentiated technology platform at the intersection of artificial intelligence, quantum computing, and hybrid computational systems. The Company’s activities during the quarter reflect a continued focus on intellectual property development, disciplined capital allocation, and the strengthening of governance and commercialization infrastructure. Acqusition of 42 Telecom Limited On August 1, 2025, Spectral completed the acquisition of 42 Telecom Ltd. (“42”), a global provider of enterprise messaging infrastructure. The acquisition closed following the execution of a Closing Certificate confirming the satisfaction of all conditions in the Definitive Share Exchange Agreement signed July 15, 2025. Under the agreement, Spectral acquired 100% of 42 Telecom’s issued and outstanding shares in exchange for 8 million shares of Spectral common stock, with an additional 8 million shares placed in escrow. The transaction includes a contractual guarantee that 42 will generate at least $16 million in profitable revenue for fiscal year 2025. 30 The integration of Spectral Capital’s 31 patent-pending innovations—focused at the intersection of artificial intelligence and quantum computing—positions 42 Telecom Ltd. to evolve into a global platform with transformative capabilities. By embedding Spectral’s proprietary technologies into 42’s existing messaging infrastructure, the company can unlock unprecedented levels of intelligent automation, fraud prevention, predictive engagement, and dynamic routing. These enhancements are expected to dramatically lower operating costs, optimize traffic monetization, and enable sophisticated enterprise-grade CRM and customer engagement features tailored for the U.S. market. With scalable, AI-driven personalization and quantum-secure communications layered into its SMS platform, 42 Ltd. is poised to differentiate itself in the high-margin U.S. enterprise segment, capturing market share from legacy providers and accelerating growth through value-added, low-latency API integrations for marketing, support, and behavioral analytics applications. 42 provides international telecommunications and messaging solutions. Its activities include SMS aggregation, enterprise messaging, OTT messaging (including Viber traffic), access to proprietary SS7 and messaging platforms, and subscription-based communication solutions. Through Arcus Technologies Ltd, 42also offers platform-as-a-service solutions tailored for the tourism sector. 42 serves a global customer base consisting primarily of mobile network operators and enterprises. 42 generates revenue from following streams: · Messaging Services – includes SMS aggregation, enterprise messaging, and instant messaging (Viber). Revenue from these services is recognized at a point in time when each message or lookup is successfully processed and transmitted. · Platform Services – includes SS7 platform access, managed services provided to related parties, and the Arcus tourism platform-as-a-service. Revenue from these services is recognized over time, as customers receive and consume the benefits of continuous access or managed service delivery. Patent Portfolio Expansion During the quarter, the Company continued to build out its global intellectual property portfolio with new filings across a range of advanced technologies, including artificial intelligence, quantum computing, and autonomous systems. These filings support Spectral’s core commercialization strategy, which is centered on licensing, productization, and strategic joint ventures. The patent applications filed during the quarter span both U.S. and international jurisdictions and are closely aligned with high-growth sectors in which Spectral is actively engaged. As of September 30, 2025, the Company had filed or prepared more than 500 patent applications, with additional filings anticipated in the coming quarters. Scientific Research and Innovation Pipeline In addition to its active filings, the Company advanced foundational research that has produced a pipeline of more than 400 additional patentable innovations. These innovations—currently in various stages of internal validation, refinement, and drafting—cover a broad array of novel system architectures, signal processing methods, applied machine learning models, and quantum-photonic integration techniques. The Company expects to continue phased filings of these innovations through 2025 and 2026. This pipeline positions Spectral as a potential long-term partner to corporate, academic, and governmental institutions seeking frontier innovation in complex computational environments. Strategic Consultant Engagements During the quarter, Spectral deepened its engagement with several senior scientific and commercial consultants with expertise in intellectual property development, deep tech commercialization, and regulatory strategy. These consultants—who include former engineers, patent counsel, and executives from major firms in AI, semiconductors, and quantum computing—have materially contributed to the Company’s R&D velocity and patent quality. Their input has strengthened Spectral’s claim construction, accelerated the innovation capture process, and provided market insights that enhance the Company's strategic positioning in global IP and commercialization frameworks. 31 Rescission of Brehm Transactions and Preservation of Core IP In Q2 2025, the Company successfully completed the rescission of several previously disclosed transactions involving former Chairman Sean Michael Brehm and his affiliated entities. These rescinded transactions—originally structured around purported IP contributions—were determined to be misaligned with Spectral’s long-term strategic and fiduciary priorities. As a result of the rescission, Spectral preserved full rights to its independently developed IP portfolio, clarified title to over 100 provisional patent applications, and canceled approximately $100 million in share-based consideration. This action improved governance posture, eliminated potential sources of dilution, and reaffirmed the integrity of the Company’s intellectual property strategy. White Label Loyalty Investment – Term Sheet and Decision not to Pursue In May 2025, the Company entered into a non-binding term sheet to invest up to $15 million in White Label Loyalty (WLL), a UK-based loyalty and behavioral analytics company. The contemplated investment was intended to complement Spectral’s growing interest in consumer-facing AI technologies. Following subsequent diligence and strategic review, Spectral elected not to proceed with the investment. This decision reflects the Company’s commitment to maintaining alignment between capital deployment and core IP leverage, and underscores a disciplined approach to strategic partnerships. Agreement with Intrepid View Partners On May 30, 2025, Spectral Capital Corporation entered into a Restated Share Transfer Agreement with Intrepid View Partners, LP, pursuant to which Spectral acquired 169,889 restricted common shares of a leading global autonomous vehicle company (the “WAV Company”) known for its next-generation, AI-driven approach to assisted and automated driving. The total consideration for the transaction was $16,988,900, payable in the form of 1,698,890 restricted shares of Spectral common stock valued at $10.00 per share. The acquired WAV shares are subject to a 12-month holding period and a three-year transfer restriction, mirroring restrictions on the Spectral shares issued in consideration. The transaction reflects Spectral’s continued strategy of leveraging its equity to gain exposure to transformative technologies in adjacent high-growth sectors, and was executed following restatement of a prior agreement to reflect recent corporate developments and updated disclosures. As of September 30, 2025, the transaction was not yet finalized and as a result, there has been no accounting recognition associated with the Restated Share Transfer Agreement. Agreement with Telvanis Voice Services On September 29, 2025, Spectral Capital Corporation (“Spectral”) entered into a binding term sheet with Telvantis Voice Services, Inc. (“Telvantis”), a Florida corporation, pursuant to which Spectral will acquire 100% of the issued and outstanding capital stock of Telvantis (the “Transaction”). Pursuant to the term sheet, the consideration consists of 10,000,000 shares of common stock of Spectral, including: 1,500,000 initial shares issued at closing; and up to 8,500,000 additional earn-out shares, subject to performance milestones. Telvantis shareholders may earn the additional shares if Telvantis achieves certain 2026 operating profit and/or revenue milestones, including: $10,000,000 annualized operating profit, or $665,000,000 in annualized revenue at comparable margins. The shares will be subject to a 12-month lock-up period, with potential extension or cancellation if performance milestones are not met. Closing of the Transaction is subject to customary conditions, including: completion of due diligence, delivery of audited financial statements prepared under U.S. GAAP and audited by a PCAOB-registered accounting firm, and board approvals of both parties. The term sheet is binding and enforceable upon execution, and the parties intend to negotiate and enter into a definitive stock purchase agreement and related documents. 32 Platform and Operations Intellectual Property Development At the core of Spectral Capital’s business model is the development of a defensible and forward-looking intellectual property portfolio, particularly at the intersection of artificial intelligence, quantum computing, and hybrid classical architectures. During the quarter ended September 30, 2025, Spectral continued its aggressive IP development efforts, filing patent applications across a broad array of emerging technology domains. These filings span U.S. and international jurisdictions and are strategically aligned with enterprise, defense, and advanced infrastructure applications. As of the date of this report, Spectral had filed or prepared over 500 utility and provisional patent applications, and anticipates continued momentum in this area throughout 2025 and 2026. Scientific Research and Innovation Pipeline In parallel with its formal filings, the Company advanced a growing internal pipeline of over 400 additional patentable innovations, now in various stages of validation, drafting, and scheduling for submission. These inventions cover a range of advanced system architectures, signal optimization methods, photonic-qubit integration techniques, and AI models optimized for quantum-accelerated platforms. This pipeline is the result of sustained internal research and reflects Spectral’s long-term commitment to frontier innovation. The Company views this scientific foundation as a key strategic asset supporting future licensing, spinouts, and co-development with academic, corporate, and governmental partners globally. IP Monetization and Licensing Strategy Spectral continues to execute on its IP monetization strategy through the negotiation and structuring of licensing agreements that generate both near-term and long-term value. These agreements often combine equity participation and cash components, enabling Spectral to capture immediate upside and longer-term alignment with its licensees’ success. During the quarter, Spectral licensed a portfolio of 31 patent applications to 42 Telecom Ltd. in connection with the execution of a definitive share exchange agreement. This transaction exemplifies Spectral’s approach to embedding proprietary technologies into operational platforms to enhance revenue and scalability, while preserving core IP ownership. Software Product Development Spectral develops proprietary software tools built upon its patented technologies and trade secrets. These applications are designed to be modular, lightweight, and rapidly deployable—offering scalable solutions in areas such as secure data access, pattern recognition, probabilistic inference, and quantum-inspired simulation. The Company’s current beta-stage offerings include NOOT, a collaborative intelligence platform leveraging Spectral’s Distributed Quantum Ledger Database (DQLDB), and Monitr, a secure document management system designed for integration with both quantum and classical infrastructure. These products not only serve as proof points for the market value of Spectral’s IP but are also structured to generate near-term customer validation and recurring revenue. Strategic Consultant Engagements During the quarter, Spectral expanded its engagement with senior consultants in the fields of quantum computing, AI architecture, IP law, and regulatory strategy. These experts—many of whom have backgrounds at top-tier technology firms and government institutions—have contributed to accelerating Spectral’s internal R&D velocity, enhancing the defensibility of its claims, and supporting global IP protection efforts. Their input also informs strategic decisions around commercialization pathways, licensing jurisdictions, and potential regulatory implications of Spectral’s core technologies. 33 Value-Driven Acquisition and Investment Strategy Spectral pursues a disciplined strategy of acquiring or investing in undercapitalized technology companies where the integration of Spectral’s IP can drive transformative growth. On May 30, 2025, Spectral entered into a Restated Share Transfer Agreement with Intrepid View Partners, LP, through which it acquired 169,889 restricted shares of a global autonomous vehicle company with a next-generation AI-based driving platform. The $16.99 million consideration was satisfied through the issuance of 1,698,890 restricted shares of Spectral stock. The WAV shares are subject to a one-year holding period and a three-year transfer restriction, in line with Spectral’s long-term investment philosophy. The transaction exemplifies Spectral’s approach of leveraging equity capital to gain strategic exposure to disruptive adjacent technologies. Integrated Growth Platform Spectral’s four-pillar platform—comprising IP development, licensing, software productization, and acquisition—forms a tightly integrated and capital-efficient growth model. Each element reinforces the others: IP creation fuels product development and licensing; products validate market applications; and acquisitions provide pathways for embedding Spectral’s technology into operating businesses. The platform is designed to be agile, scalable, and high-leverage—enabling Spectral to expand its footprint without requiring extensive fixed infrastructure or deep operational overhead. As the Company matures from R&D-centric roots into a commercial-stage enterprise, this structure supports repeatable value creation and strategic optionality. Market Position and Strategy Spectral Capital is building a differentiated market position at the convergence of artificial intelligence, hybrid classical computing, and quantum-enhanced infrastructure. Unlike companies that focus on narrow-point technologies—such as isolated quantum processor development or large-scale cloud infrastructure—Spectral is constructing a vertically integrated platform anchored in proprietary intellectual property and extensible across industries. This approach combines rigorous scientific research, modular software product development, and value-accretive acquisitions to create a scalable, capital-efficient growth engine. The Company’s strategy is structured around four mutually reinforcing pillars: 1. The ongoing development of a defensible portfolio of patents and trade secrets; 2. The monetization of that IP through cash and equity-based licensing agreements; 3. The creation of high-utility software products that generate measurable ROI for enterprise users; and 4. The acquisition or investment in companies where Spectral’s technologies can be integrated to unlock margin expansion, growth, and long-term strategic value. By the end of Q3 2025, Spectral had filed or prepared over 500 patent applications, with a further 400+ inventions in active development. The Company licensed 31 of these patents to 42 Telecom Ltd. in conjunction with a definitive share exchange agreement, demonstrating its ability to embed proprietary technology into operational platforms. Spectral also executed a $16.99 million share-for-share investment in a global autonomous vehicle company via its May 2025 agreement with Intrepid View Partners, providing long-term exposure to the evolution of AI-driven transportation technologies. Spectral operates in a rapidly evolving landscape marked by increased demand for secure, high-performance, and energy-efficient computational capabilities. By focusing on critical domains such as cybersecurity, logistics, simulation, and real-time analytics, Spectral is positioned to meet urgent real-world needs—particularly in sectors requiring high-dimensional or low-latency compute. Through its hybrid AI-quantum architecture and software-first deployment strategy, the Company aims to minimize customer onboarding friction while preserving technological defensibility. To support this strategy, Spectral has formalized relationships with senior advisors and consultants specializing in quantum systems, IP commercialization, and regulatory frameworks. These experts complement the Company’s internal innovation engine and inform its ongoing technology, licensing, and go-to-market strategies. Spectral’s integrated platform—rooted in invention, monetization, and transformation—positions the Company to lead in the emerging category of AI- and quantum-enabled enterprise infrastructure. 34 Outlook As of September 30, 2025, Spectral Capital enters the final quarter of the year with a clear strategic mandate: to commercialize its expanding intellectual property portfolio, scale licensing and product operations, and deploy its integrated platform across a growing number of industry verticals. The Company’s immediate priorities include executing new licensing agreements, validating its proprietary software products through pilot deployments, and completing follow-on filings from its internal innovation pipeline of over 400 additional inventions. Initial licensing success—including the 31-patent portfolio licensed to 42 Telecom Ltd.—demonstrates growing market appetite for Spectral’s core innovations. Beta-stage software solutions, such as NOOT and Monitr, are expected to generate early customer validation and recurring revenue opportunities in the coming quarters. These developments support the transition of Spectral from a research-intensive organization to a revenue-generating platform company with operational momentum. Spectral’s medium-term outlook is shaped by rising demand for AI- and quantum-enhanced solutions in sectors such as cybersecurity, predictive modeling, and advanced logistics. By offering modular, scalable, and capital-light access to complex computational technologies, Spectral intends to reduce adoption barriers while delivering strategic capabilities to enterprise and government clients. Its IP-first model and hybrid deployment architecture are designed to produce rapid ROI and defensibility across a range of verticals. Looking ahead, the Company remains committed to disciplined innovation and strategic expansion. Spectral continues to evaluate potential joint ventures, spinouts, co-development partnerships, and other strategic alternatives that support commercialization while maintaining optionality. Management is focused on optimizing shareholder value while balancing bold technological advancement with prudent financial and operational execution. RESULTS OF OPERATIONS Comparison of the Three Months Ended September 30, 2025 and 2024: Three Months Ended September 30, 2025 2024 Net revenues $ 3,139,246 $ - Cost of revenues 2,428,879 - Gross profit 710,367 - Selling, general and administrative 1,240,552 610,588 Wages and benefits 441,984 36,000 Research and development - 548,398 Total operating expenses 1,682,536 1,194,986 Loss from operations (972,169) (1,194,986) Total other income (expense) 11,056 - Income taxes (3,490) - Net loss $ (964,603) $ (1,194,986) Revenues and Cost of Revenues Net revenues were $3,139,246 for the three months ended September 30, 2025, consisting of revenues derived from 42 Telecom operations after the closings of the acquisition on August 1, 2025. Cost of revenues for the same period was $2,428,879. The Company did not earn revenue for the three months ended September 30, 2024. 35 42 Telecom’s revenue consisted of the following: Three Months Ended September 30, 2025 2024 Messaging Services, at a point in time $ 3,121,927 $ - Platform Leasing, over time 17,319 - Total $ 3,139,246 $ - 42 Telecom’s cost of revenue consists of direct expenses incurred in providing telecommunication and platform services and is recognized in the period in which the related revenues are earned. Cost of revenue includes accruals for third-party service providers, purchases of services from both local and non-EU vendors, and charges for telecommunication services inside and outside the EU, including data, voice, and connectivity costs. It also includes wholesale carrier and traffic fees, consultancy and technical service costs directly tied to service delivery, commissions and referral fees related to customer acquisition or usage. Additionally, platform or PaaS licensing fees and other directly attributable costs necessary to fulfill service obligations, such as internally generated software amortization used in service infrastructure, are included. These costs are recorded when incurred and matched to the related revenue in accordance with U.S. GAAP expense recognition principles. Selling, general and administrative Selling, general and administrative expenses were $1,240,552 for the three months ended September 30, 2025, compared to $610,588 for the three months ended September 30, 2024. The increase was primarily due to the acquisition of 42 Telecom in August, 2025. Selling, general and administrative expenses include rent and facilities, marketing and travel, professional and administrative services, depreciation, insurance and compliance costs, finance and bank charges, and other operating expenses. Wages and benefits Wages and benefits expenses were $441,984 for the three months ended September 30, 2025, compared to $36,000 for the three months ended September 30, 2024. The increase was primarily due to the acquisition of 42 Telecom in August, 2025. Wages and benefit expenses include gross wages and salaries, bonuses, performance-related pay, casual wages, training expenses, staff welfare and wellness costs, employer social insurance contributions, pensions, insurance costs, education, maternity contributions and other staff-related costs. Research and Development costs Research and development cost were $0 for the three months ended September 30, 2025, compared to $548,398 for the three months ended September 30, 2024. During the 2024 period, R&D activities primarily related to the advancement of Spectral’s proprietary artificial intelligence and quantum computing initiatives, including patent filings, prototype testing, and software tool development. Other income (expense), net Other income (expense), net, totaled $11,056 for the three months ended September 30, 2025, compared to ($265,596) for the same period in 2024. The 2025 balance primarily reflects foreign exchange gains and losses, minor interest expense on short-term borrowings following the acquisition and consolidation of 42 Telecom Ltd. and its subsidiaries. 36 Comparison of the Nine Months Ended September 30, 2025 and 2024: Nine Months Ended September 30, 2025 2024 Net revenues $ 3,139,246 $ - Cost of revenues 2,428,879 - Gross profit 710,367 - Selling, general and administrative 2,315,193 1,087,877 Wages and benefits 513,984 108,000 Research and development - 548,398 Total operating expenses 2,829,177 1,744,275 Loss from operations (2,118,810) (1,744,275) Total other income (expense) 11,056 (265,596) Income taxes (3,490) - Net loss $ (2,111,244) $ (2,009,871) Revenues and Cost of Revenues Net revenues were $3,139,246 for the nine months ended September 30, 2025, consisting of revenues derived from 42 Telecom operations after the closings of the acquisition on August 1, 2025. Cost of revenues for the same period was $2,428,879. The Company did not earn revenue for the nine months ended September 30, 2024. 42 Telecom’s revenue consisted of the following: Nine Months Ended September 30, 2025 2024 Messaging Services, at a point in time $ 3,121,927 $ - Platform Leasing, over time 17,319 - Total $ 3,139,246 $ - Selling, general and administrative Selling, general and administrative expenses were $2,315,193 for the nine months ended September 30, 2025, compared to $1,087,877 for the nine months ended September 30, 2024. The increase was primarily due to the acquisition of 42 Telecom in August, 2025. Selling, general and administrative expenses include rent and facilities, marketing and travel, professional and administrative services, depreciation, insurance and compliance costs, finance and bank charges, and other operating expenses. Wages and benefits Wages and benefits expenses were $513,984 for the nine months ended September 30, 2025, compared to $108,000 for the nine months ended September 30, 2024. The increase was primarily due to the acquisition of 42 Telecom in August, 2025. Wages and benefit expenses include gross wages and salaries, bonuses, performance-related pay, casual wages, training expenses, staff welfare and wellness costs, employer social insurance contributions, pensions, insurance costs, education, maternity contributions and other staff-related costs. Research and Development costs Research and development cost were $0 for the nine months ended September 30, 2025, compared to $548,398 for the nine months ended September 30, 2024. During the 2024 period, R&D activities primarily related to the advancement of Spectral’s proprietary artificial intelligence and quantum computing initiatives, including patent filings, prototype testing, and software tool development. Other income (expense), net Other income (expense), net, totaled $11,056 for the nine months ended September 30, 2025, compared to $0 for the same period in 2024. The 2025 balance primarily reflects foreign exchange gains and losses, minor interest expense on short-term borrowings following the acquisition and consolidation of 42 Telecom Ltd. and its subsidiaries 37 LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2025, the Company had cash and restricted cash totaling $447,401, compared to $107,475 as of December 31, 2024, representing an increase primarily attributable to the acquisition of 42 Telecom Ltd. and the consolidation of its operating cash balances. The acquisition added active revenue-generating operations and working capital resources, partially offset by transaction-related expenses and integration costs incurred during the quarter. Spectral continues to fund its operations through a combination of cash on hand, short-term financing arrangements, and equity-based transactions. Management expects that the continued integration of 42 Telecom’s telecommunications and enterprise-messaging operations will provide improved near-term liquidity through recurring revenue and cash collections. However, the Company remains in an early growth stage and is dependent on external capital to fund its broader research, development, and corporate initiatives. While the Company believes it will be able to secure sufficient external funding to support near-term operations and post-acquisition integration, there can be no assurance that such capital will be available on favorable terms or at all. Management continues to evaluate strategic financing options—including private placements, joint ventures, and debt facilities—to strengthen the Company’s liquidity position and support long-term commercialization objectives. Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities: Nine Months Ended September 30, 2025 2024 Net cash used in operating activities $ (503,433) $ (886,260) Net cash provided by (used in) investing activities $ 190,899 $ (128,907) Net cash provided by financing activities $ 633,643 $ 1,205,540 Operating Activities Net cash used in operating activities for the nine months ended September 30, 2025 was $503,433, primarily due to our net loss of $2,111,244, partially offset by non-cash expenses of $1,513,376, and 94,434 in cash used in operating assets and liabilities. Net cash used in operating activities for the nine months ended September 30, 2024 was $886,260, primarily due to our net loss of $2,009,871, partially offset by non-cash expenses of $1,041,923, and 108,688 in cash provided by operating assets and liabilities. Investing activities Net cash provided by investing activities totaled $190,899 for the nine months ended September 30, 2025. The primary source of cash was funds acquired in connection with the 42 Telecom acquisition, which contributed to a net increase in investing cash flows. This inflow was partially offset by capital expenditures of $39,500 related to the purchase of property, plant, and equipment and $67,022 in payments for intangible assets, including software development. Net cash used in investing activities totaled $128,907 for the nine months ended September 30, 2024, primarily related to the cash payment made in connection with the Quantomo proposed acquisition further discussed in Note 11. Financing Activities Net cash provided by financing activities totaled $633,643 for the nine months ended September 30, 2025, primarily due to capital raised through private offering and proceeds from short term advances. Net cash provided by financing activities $1,205,540 for the nine months ended September 30, 2024. Net cash provided by financing activities during the nine months ended September 30, 2024 related to proceeds from short term advances and capital raised through our offerings. 38 Capital Requirements and Outlook The Company does not currently have sufficient financial resources to meet its working capital and investment needs over the next twelve months without additional financing. Management is actively pursuing various sources of equity and strategic capital to address this shortfall and advance the commercialization of its intellectual property portfolio. However, there are no assurances that additional capital will be secured in a timely manner or on acceptable terms. If adequate funding is not obtained, the Company may need to scale back operations, delay investment initiatives, or divest one or more of its assets. Despite current liquidity constraints, management believes that Spectral’s short-term prospects remain promising. The Company has made significant progress in developing and protecting a robust portfolio of over 500 patent filings and more than 400 additional innovations in active development. Strategic execution during the quarter—including the successful licensing of 31 patents to 42 Telecom Ltd., the acquisition of a $16.99 million equity stake in a leading autonomous vehicle company, and the decision to withdraw from a proposed investment in White Label Loyalty—demonstrates a disciplined capital allocation approach aligned with long-term value creation. Management believes Spectral is well-positioned to generate operational and financial growth as it expands its licensing activities, advances its beta-stage software solutions (NOOT and Monitr), and explores broader applications of its quantum and AI technologies in enterprise infrastructure and defense markets. OFF-BALANCE SHEET ARRANGEMENTS The Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources. Item 1.01. Entry into a Material Definitive Agreement. I nvestment in White Label Loyalty (May 2025) : In May 2025, the Company entered into a non-binding term sheet to invest $15,000,000 in White Label Loyalty, a UK-based SaaS provider of enterprise-grade loyalty and customer engagement platforms. The investment was structured as a primary equity infusion to support White Label Loyalty’s product development and international expansion. The transaction exemplifies Spectral’s strategy of acquiring or investing in scalable software businesses that can be enhanced through integration with the Company’s proprietary intellectual property and platform technologies. This investment was financed in part through the Company’s existing equity resources. The company let the agreement expire in accordance with its terms and has elected not to pursue the transaction. Restated Share Transfer Agreement (May 30, 2025) : On May 30, 2025, the Company executed a Restated Share Transfer Agreement with Intrepid View Partners, LP, under which Spectral acquired 169,889 common shares of a global autonomous vehicle company for an aggregate purchase price of $16,988,900, paid via the issuance of 1,698,890 restricted shares of Spectral’s common stock. As of September 30, 2025, the transaction was not yet finalized and as a result, there has been no accounting recognition associated with the Restated Share Transfer Agreement. Rescission of Transactions with Sean Brehm and Affiliates: The Company entered into a settlement agreement with Sean Brehm and affiliated entities to rescind all prior acquisitions and planned collaborations involving Node Nexus Network, Vogon Cloud, Quantomo, and Crwdunit. Under the agreement, Spectral retains ownership of 104 patent filings developed during the course of the collaboration. Brehm and his affiliates will pursue independent commercial development of the foregoing technologies in a separate private vehicle. All shares previously issued to Brehm and his affiliates have been returned and cancelled except for the private placement shares of 5,050,000 purchased by Brehm which were fully paid for. As of September 30, 2025, these entities did not have any assets or liability as to be reflected as discontinued operations. Additionally, the Company intends to continue the development of its intellectual property and software development on its own and does not require any resources, assets or inputs from any of the above entities or individuals to continue the development of its technologies. During the nine months period ended September 30, 2025, the Company entered into a settlement agreement with Sean Brehm and affiliated entities to rescind all prior agreements and no longer owes Mr. Brehm compensation for the demand advances. 39 42 Telecom Acquisition: On August 1, 2025 Spectral Capital Corporation completed the acquisition of 42 Telecom Ltd. pursuant to Share Exchange Agreement dated July 15, 2025. Under the terms of the agreement, Spectral agreed to acquire 100% of the issued and outstanding equity interests of 42 Telecom Ltd. in exchange for an aggregate of 16,000,000 shares of Spectral’s common stock, consisting of: 8,000,000 shares issued at closing, and 8,000,000 shares placed in escrow, subject to release based on the achievement of certain performance-based earnout milestones during calendar years 2025 and 2026. In connection with the execution of the Share Exchange Agreement, Spectral and 42 Telecom Ltd. also entered into a Technology License Agreement, under which Spectral granted 42 Telecom a non-exclusive license to a portfolio of 31 patent applications owned or controlled by Spectral. These patent applications include innovations in secure messaging, AI-assisted fraud detection, quantum-classical communication protocols, and distributed communications infrastructure. The licensing arrangement is designed to enable 42 Telecom to incorporate Spectral’s proprietary IP into its enterprise messaging platform and product offerings. The agreement reflects Spectral’s strategy of embedding its intellectual property into operating businesses with established revenue, infrastructure, and commercial reach. The foregoing descriptions of the Share Exchange Agreement and the Technology License Agreement are summaries only and are qualified in their entirety by reference to the full agreements, are filed as exhibits attached hereto. Telvantis Acquisition: On September 29, 2025, Spectral Capital Corporation (“Spectral”) entered into a binding term sheet with Telvantis Voice Services, Inc. (“Telvantis”), a Florida corporation, pursuant to which Spectral will acquire 100% of the issued and outstanding capital stock of Telvantis (the “Transaction”). Pursuant to the term sheet, the consideration consists of 10,000,000 shares of common stock of Spectral, including: 1,500,000 initial shares issued at closing; and up to 8,500,000 additional earn-out shares, subject to performance milestones. Telvantis shareholders may earn the additional shares if Telvantis achieves certain 2026 operating profit and/or revenue milestones, including: $10,000,000 annualized operating profit, or $665,000,000 in annualized revenue at comparable margins. The shares will be subject to a 12-month lock-up period, with potential extension or cancellation if performance milestones are not met. Closing of the Transaction is subject to customary conditions, including: completion of due diligence, delivery of audited financial statements prepared under U.S. GAAP and audited by a PCAOB-registered accounting firm, and board approvals of both parties. The term sheet is binding and enforceable upon execution, and the parties intend to negotiate and enter into a definitive stock purchase agreement and related documents. Item 2.01. Completion of Acquisition or Disposition of Assets. On August 1, 2025 Spectral Capital Corporation completed the acquisition of 42 Telecom Ltd. pursuant to the Share Exchange Agreement dated July 15, 2025. As consideration for the acquisition, the Company issued 8,000,000 shares of its common stock to the former shareholders of 42 Telecom Ltd. and agreed to issue an additional 8,000,000 shares of common stock as contingent consideration, subject to the achievement of specified post-acquisition performance milestones. Based on management’s current assessment, it is estimated that 1,000,000 contingent shares will ultimately be issued. The fair value of the total consideration was approximately $20.7 million. The transaction was consummated following the satisfaction of customary closing conditions, including board and shareholder approvals. Following the closing, 42 Telecom Ltd. and its subsidiaries—42 Telecom AB Ltd. (Sweden), 42 Telecom UK Ltd. (United Kingdom), and Arcus Technologies Ltd. (Malta)—became wholly owned subsidiaries of Spectral Capital Corporation. 40 The Company is currently focused on integrating 42 Telecom’s high-volume international messaging platform, PaaS solutions, and telecommunications infrastructure with Spectral’s proprietary AI and quantum computing technologies. Management believes the integration will enhance Spectral’s ability to deliver scalable enterprise communications solutions and create recurring revenue opportunities across global markets. In accordance with Rule 3-05 of Regulation S-X, the Company will file the audited financial statements of 42 Telecom Ltd., along with any required pro forma financial information, within the time period prescribed by the SEC. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for a smaller reporting company.