Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Brehm Sean Michael (Last) (First) (Middle) C/O SPECTRAL CAPITAL CORPORATION 4500 9TH AVENUE, NE (Street) SEATTLE WA 98105 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SPECTRAL CAPITAL Corp [ FCCN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/14/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2024		P		5,050,000	A	$0.02	5,050,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to buy)	$0.043	06/12/2024		A		3,000,000		(2)	06/12/2034	Common Stock	625,000	$0(2)	3,000,000	D
Contractual Right to Acquire	(3)	06/07/2024		A		40,000,000		(3)	08/31/2024	Common Stock	40,000,000	$0(3)	40,000,000	D

Explanation of Responses:

2. 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 SEC on June 17, 2024. The amount reflected includes Options that may be acquired in 60 days from the date hereof.

3. As reported on Form 8-K filed by the Company with the SEC on June 7, 2024, the Reporting Person entered into an agreement with the Company on June 7, 2024 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. As amended, such agreement will terminate if the closing of the transactions contemplated by the agreement has not been completed by August 31, 2024.

	/s/ Sean Michael Brehm	08/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

---