Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

As reported in the Form 8-K filed with the Securities and Exchange Commission on June 7, 2024, on June 5, 2024, Spectral Capital Corporation, a Nevada corporation (the "Company", "we", "our" or "us") entered into a Subscription Agreement (the "Subscription Agreement") with Sean Michael Brehm, also known as Sean Michael Obrien (the "Target Shareholder"), whereby the Company agreed to sell, and the Target Shareholder agreed to purchase, 5,000,000 shares of the Company's common stock, par value $.0001 (the "Common Stock"), for $1,000,000 (the "Offering") on or by July 15, 2024. The Company and the Target Shareholder are collectively the "Parties" or individually a "Party".

As reported in the Form 8-K filed with the Securities and Exchange Commission on June 24, 2024, on July 23, 2024, the Parties extended the closing date of the Subscription Agreement from July 15, 2024 to August 31, 2024.

As reported in the Form 8-K filed with the Securities and Exchange Commission on May 13, 2024, the Target Shareholder was appointed as our director on May 13, 2024, and as reported on an additional Form 8-K with the Securities and Exchange Commission on June 6, 2024, the Target Shareholder was appointed as Chairman of the Board of Directors on June 6, 2024.

On August 14, 2024, the Target Shareholder delivered $1,010,000 to the Company to complete the purchase of the Common Stock.

On August 15, 2024, the Company issued to the Target Shareholder 5,050,000 shares of the Common Stock representing a price of $.20 per share.