Sean Michael Brehm - Jun 7, 2024 Form 3 Insider Report for SPECTRAL CAPITAL Corp (FCCN)

Role: Director, 10%+ Owner
Signature: /s/ Sean Michael Brehm
Stock symbol: FCCN
Transactions as of: Jun 7, 2024
Transactions value $: $0
Form type: 3
Date filed: 7/24/2024, 01:28 PM
Next filing: Aug 16, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	FCCN	Contractual Right to Acquire							Jun 7, 2024	Common Stock	40M		Direct	F1
holding	FCCN	Contractual Right to Acquire							Jun 7, 2024	Common Stock	5M	$0.20	Direct	F2
holding	FCCN	Stock Options (right to buy)							Jun 7, 2024	Common Stock	250K	$0.43	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.