$FCCN

SPECTRAL CAPITAL Corp

CIK:0001131903|SEC Filings

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Total revenues	$ 318,278		$ 646,790
Cost of revenue	314,877		641,199
Total cost of revenues	314,998		641,320
Gross profit	3,280		5,470
Operating expenses:
Selling, general and administrative	2,402	451	4,842	1,075
Wages and benefits	731	36	1,472	72
Depreciation and amortization	2,004		3,992
Total operating expenses	5,137	487	10,306	1,147
Loss from operations	(1,857)	(487)	(4,836)	(1,147)
Other income (expense):
Interest expense, net	(470)		(885)
Change in fair value of contingent consideration	9,886		3,972
Other income	1		4
Total other income	9,417		3,091
Income/(loss) before income taxes	7,560	(487)	(1,745)	(1,147)
Income taxes	173		273
Net income (loss)	7,387	(487)	(2,018)	(1,147)
Net income/(loss) attributable to non-controlling interests
Net income/(loss) attributable to the Company	7,387	(487)	(2,018)	(1,147)
Other comprehensive income (loss):
Foreign currency translation loss	(8)		(95)
Total comprehensive income (loss)	$ 7,379	$ (487)	$ (2,113)	$ (1,147)
Net income/(loss) per share attributable to the Company
Basic	$ 0.08	$ (0.01)	$ (0.02)	$ (0.02)
Diluted	$ 0.08	$ (0.01)	$ (0.02)	$ (0.02)
Weighted average shares outstanding
Basic	92,050,072	67,717,203	90,523,116	67,708,302
Diluted	94,890,591	67,717,203	90,523,116	67,708,302
Related Party
Total revenues	$ 104		$ 104
Cost of revenue, related party	121		121
Revenue
Total revenues	$ 318,174		$ 646,686

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities:
Net income loss	$ (2,018)	$ (1,147)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	502	636
Amortization of right of use assets	36
Change in fair value of contingent consideration	(3,972)
Depreciation	28
Amortization of intangibles	3,964
Amortization of prepaid expenses	2,194
Provision for expected credit losses	597
Changes in operating assets and liabilities:
Accounts receivable	(82,085)
Contract assets	2,908
Contract assets, related party	2,634
Prepaid expenses and other current assets	8	7
Other receivable, related party	13
Due to / from related party	(110)
Accounts payable	78,405
Accounts payable, related party	(5,578)	72
Accrued expenses and other current liabilities	938	(49)
Contract liabilities	17
Deferred tax liability	0
Operating lease liabilities, net	(36)
Net cash used in operating activities	(1,555)	(481)
Cash flows from investing activities:
Purchase of property, plant and equipment	(12)
Software development capitalization	(162)
Net cash used in investing activities	(174)
Cash flows from financing activities:
Short-term advances		295
Repayment of loan
Accounts receivable financing facility	4,784
Proceeds from sale of common stock	220	85
Net cash provided by financing activities	5,004	380
Effect of exchange rate changes on cash and cash equivalents	(95)
Net change in cash and cash equivalents	3,180	(101)
Cash and cash equivalents and restricted cash at beginning of period	2,108	107
Cash and cash equivalents and restricted cash at end of period	5,288	6
Reconciliation of cash and restricted cash:
Cash at beginning of period	2,087
Restricted cash at beginning of period	21
Cash and restricted cash at beginning of period	2,108
Cash at end of period	5,267	6
Restricted cash at end of period	21
Cash and restricted cash at end of period	5,288	6
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest	885
Non-cash investing and financing activities:
Settlement of related party liabilities		676
Common stock issued in settlement of earn-out contingent consideration	$ 14,474

Condensed Consolidated Balance Sheets € in Thousands, $ in Thousands	Jun. 30, 2026 USD ($)	Dec. 31, 2025 USD ($)
Current assets:
Cash and cash equivalents	$ 5,267	$ 2,087
Restricted cash	21	21
Accounts receivable, net	116,395	32,528
Accounts receivable, related party	9,332	11,710
Contract assets	932	3,840
Contract assets, related party		2,634
Due from related party	1,366	1,358
Prepaid expenses and other current assets	3,071	5,273
Total current assets	136,384	59,451
Property, plant and equipment, net	111	126
Intangible assets, net	37,892	41,438
Capital work-in-progress	182	439
Goodwill	48,697	48,697
Other receivable, related party	414	427
Right of use asset	131	168
Total assets	223,811	150,746
Current liabilities:
Accounts payable	112,846	34,441
Accounts payable, related party	3,683	9,261
Accrued expenses and other current liabilities	3,346	2,407
Due to related party	7,895	7,997
Accounts receivable financing facility	17,457	12,674
Contingent consideration	16,394	34,839
Contract liabilities	352	335
Operating lease liability, current portion	64	65
Total current liabilities	162,037	102,019
Operating lease liability,net of current portion	67	102
Deferred tax liability	4,469	4,470
Total liabilities	166,573	106,591
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock
Common stock, par value $0.0001, 300,000,000 shares authorized 96,291,416 and 88,254,216 shares issued and outstanding as of June 30, 2026 and December 31, 2025	10	9
Common stock to be issued (500,000 and 1,500,000 shares as of June 30, 2026 and December 31, 2025)	1,135	3,407
Additional paid-in capital	91,710	74,243
Accumulated deficit	(35,433)	(33,415)
Accumulated other comprehensive income/(loss)	38	133
Total stockholders’ equity	57,460	44,377
Non-controlling interest	(222)	(222)
Total stockholders’ equity	57,238	44,155
Total liabilities and stockholders’ equity	223,811	150,746
Series Quantum Preferred Stock
Stockholders’ equity:
Preferred stock