Raadr Inc (RDAR)

[Bubae]

The "share capital" for Raadr should be that of the common and the series F preferred which is what stock that is outstanding. The 75,000 shares of series F preferred stock was created along with this reverse merger and has a conversion value 1000 shares being equal to 1% of the total outstanding share count of the common at all times. Those shares are owned by Mexedia and is supposed to be distributed to their shareholders according to European law.

Spectral Capital filed an 8K which includes the term sheet linked below. Best case scenario with the 10 million shares of Spectral Capital if the earn out provisions are fully realized which is very doubtful. None the less assume 10 million shares of Spectral Capital and assume for the sake of argument a clean 10 billion shares of Raadr outstanding once Mexedia converts the remaining notes. Get an idea of the stock consolidation happening even without a reverse split? Now consider that Mexedia's share is 75%.

What is more is that those shares represent dilution for the Spectral Capital stock (FCCN) which will likely affect the price which as of today is $2.02. Now, Spectral Capital claims that they want to use this deal and up-list to the NASDAQ. Consider that they will need to split their stock to qualify with the minimum price provision.

what does this mean that they bought out 100 percent of our SHARE CAPITAL?

BINDING TERM SHEET DATED SEPTEMBER 29, 2025, BY AND AMONG SPECTRAL CAPITAL CORPORATION AND TELVANTIS VOICE SERVICES INC.
https://www.sec.gov/Archives/edgar/data/1131903/000109690625001611/fccn_ex1z1.htm

2. Purchase Price

The consideration payable by Spectral to the shareholders of Telvantis for the Transaction shall consist of 10,000,000 shares of common stock of Spectral (the “Initial Shares”) consisting of the Earn Out Shares described in Section 4 below consisting of up to 8,500,000 shares and initial consideration of 1,500,000 shares for total consideration of 10,000,000 common shares of Spectral (“Spectral Shares”).

Telvantis shall be delivered to Spectral without debt and without any other operating subsidiaries that have debt except as approved by Spectral.


Supplemental Information - UPDATED CHANGE IN CONTROL
October 14, 2024
https://www.otcmarkets.com/file/company/financial-report/414051/content

Page 7
(a) Conversion Rate. The Series F Preferred Stock shall be convertible into shares of the Company's common stock, as follows:
Each share of Series F Preferred Stock shall be convertible at any time into a number of shares of Common Stock that equals one-thousandth of one percent (0.001%) of the number of issued and outstanding shares of the Common Stock outstanding on the date of conversion, such that 1,000 shares of Series F Preferred Stock would convert into one percent (1%) of the number of issued and outstanding shares of the Common Stock outstanding on the date of
conversion (the "Conversion Rate").


Mexedia expands global presence with the reverse takeover of Raadr Inc.
October 15, 2024
https://mexedia.com/en/press-releases/

Mexedia S.p.A., a leading telecommunications and technology company listed on Euronext Growth in Paris, has completed the acquisition of its U.S. and Irish
operational units by the U.S.-based Raadr Inc. (listed on OTC Markets). The transaction was completed via a reverse takeover involving Mexedia DAC and Mexedia Inc., both subsidiaries of Mexedia S.p.A.

The deal also includes plans for Raadr to uplist on NASDAQ, aiming to access greater liquidity and capital market opportunities.

Mexedia S.p.A. retains 75% control of Raadr through preferred equity with anti-dilution clauses. A fundraising round of between $10 million
and $20 million for Raadr is set to commence immediately. Mexedia has the option to deconsolidate its stake by distributing Raadr shares to its own shareholders once the transaction is completed....