Spectral Capital Corporation has entered into a binding term sheet to acquire Intermatica S.p.A., an Italian telecommunications and technology firm. The deal is structured around an earn‑out that will provide Spectral with up to $10 million in yearly free cash flow from Intermatica, which will be used to fully earn out the 10,000,000 common shares granted under the term sheet. The transaction is subject to customary closing conditions, including due diligence, regulatory approvals and shareholder consent.
Spectral’s current financial profile shows revenue of $3.14 million over the last twelve months and a negative free cash flow of $1.31 million, while its gross profit margin stands at 22.63%. The company has set a target of $450 million in profitable revenue for 2026, a goal it announced in December 2025. The earn‑out structure is designed to align the cost of the acquisition with Intermatica’s cash‑generating performance, addressing Spectral’s current negative free‑cash‑flow position while positioning the company for rapid scale.
Intermatica, founded in 1997, has built a portfolio of enterprise and carrier‑grade services that include network services, routing and communications infrastructure. The company has operated for more than two decades in satellite and terrestrial communications, serving as a national telephone operator and partner to major carriers. While Intermatica’s own financials are not publicly disclosed, the earn‑out target of $10 million in yearly free cash flow indicates a significant operating contribution once the acquisition closes.
Spectral’s strategy is to layer its proprietary artificial‑intelligence, advanced analytics and quantum‑forward technologies onto acquired businesses. Management believes that integrating these capabilities into Intermatica’s network and routing operations will unlock margin expansion and operational scalability. CEO Jenifer Osterwalder said the transaction “represents another step forward in executing Spectral’s long‑term plan…by combining established telecommunications operators with AI‑ and quantum‑forward technology capabilities.” CFO Daniel Gilcher added that Intermatica’s existing revenue‑generating business “offers a compelling opportunity to materially expand margins by integrating Spectral’s AI and quantum‑forward intellectual property.”
The deal is part of Spectral’s broader acquisition strategy, which also includes the recent definitive agreement to acquire Telvantis Voice Services and the completed purchase of 42 Telecom Ltd. Spectral is preparing to uplist to the NASDAQ Capital Market in early 2026, a move that will support its growth strategy and attract institutional investors. The transaction’s completion will broaden Spectral’s global presence and strengthen its competitive position in the telecom market.
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