Monterey Capital Acquisition Corp Enters Agreement, Faces Delisting Notice

TL;DR

MCACU signed a deal but might get delisted. Big changes coming.

AI Summary

Monterey Capital Acquisition Corporation (MCACU) announced on April 10, 2024, that it has entered into a material definitive agreement. The company also provided notice of potential delisting or failure to meet continued listing rules. Specific details regarding the agreement and the reasons for the delisting concerns are not provided in this initial filing.

Why It Matters

This filing indicates significant corporate events for Monterey Capital Acquisition Corp, including a new agreement and potential issues with its stock exchange listing, which could impact investors.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet listing rules presents a significant risk to the company's continued trading on an exchange.

Key Players & Entities

• Monterey Capital Acquisition Corporation (company) — Registrant
• MCACU (company) — Ticker Symbol
• April 10, 2024 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.0001 — t LLC Class A common stock, par value $0.0001 per share MCAC The NASDAQ Stock Ma
• $11.50 — r one share of Class A common stock for $11.50 per share MCACW The NASDAQ Stock M
• $325,715 — to effect such extension (not to exceed $325,715 for each monthly extension or $1,954,29
• $1,954,290 — $325,715 for each monthly extension or $1,954,290 in the aggregate for all six monthly ex

Filing Documents

• tm2411657d1_8k.htm (8-K) — 42KB
• tm2411657d1_ex2-1.htm (EX-2.1) — 25KB
• 0001104659-24-046756.txt ( ) — 311KB
• mcacu-20240410.xsd (EX-101.SCH) — 4KB
• mcacu-20240410_def.xml (EX-101.DEF) — 27KB
• mcacu-20240410_lab.xml (EX-101.LAB) — 39KB
• mcacu-20240410_pre.xml (EX-101.PRE) — 26KB
• tm2411657d1_8k_htm.xml (XML) — 8KB

01 Entry into

Item 1.01 Entry into Material Definitive Agreement On April 12, 2024, Monterey Capital Acquisition Corporation (the "MCAC"), Chronos Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MCAC ("Merger Sub"), and ConnectM Technology Solutions, Inc., a Delaware corporation ("ConnectM"), entered into a Second Amendment to Agreement and Plan of Merger (the "Amendment"), which amended the Agreement and Plan of Merger, dated as of December 31, 2022, by and among MCAC, Merger Sub, and ConnectM (as amended on October 12, 2023, the "Merger Agreement"). The Amendment extends the outside date after which either party may terminate the Merger Agreement for convenience (with limited exceptions) from May 13, 2024 to November 13, 2024. The Amendment also provides that, subject to MCAC obtaining the requisite stockholder approval to amend its Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement by and between MCAC and Continental Stock Transfer & Trust Company, dated May 10, 2022, as amended on November 6, 2023, MCAC will extend the date by which MCAC has to consummate a business combination by up to six months and ConnectM will pay to MCAC or its trust account the funds necessary to effect such extension (not to exceed $325,715 for each monthly extension or $1,954,290 in the aggregate for all six monthly extensions). The foregoing does not constitute a complete summary of the terms of the Amendment. The description of the terms of the Amendment is qualified in its entirety by reference to such agreement, attached hereto as Exhibit 2.1 and incorporated herein by reference.

01 Notice of Delisting or Failure to

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing. On April 10, 2024, MCAC received a letter (the "Notice") from the Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC ("Nasdaq") stating that MCAC no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2) (the "Rule") for continued listing on the Nasdaq Global Market. Under the Rule, MCAC is required to maintain at least 400 total holders (the "Total Holder Requirement"). The Notice indicates that MCAC has 45 calendar days (the "Deadline") to submit a plan (the "Compliance Plan") to regain compliance with the Rule. If Nasdaq accepts the Compliance Plan, Nasdaq can grant MCAC an extension of up to 180 calendar days from the date of the Notice to evidence compliance. If Nasdaq does not accept the Compliance Plan, the Company may appeal the decision to a Nasdaq hearings panel. There can be no assurance that MCAC will ultimately be able to regain or maintain compliance with the Rule. MCAC by filing this Form 8-K, discloses its receipt of the notice in accordance with Nasdaq Listing Rule 5810(b).

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between MCAC and ConnectM. All statements other than statements of historical facts contained in this report are forward-looking to, the following risks relating to the proposed transaction: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of MCAC securities; the failure to satisfy the conditions to closing the transaction, including the requisite approvals by the stockholders of MCAC and the receipt of certain governmental and regulatory approvals; the risk that some or all of MCAC's stockholders may redeem their shares in connection with the vote to amend MCAC's certificate of incorporation and trust agreement or the closing of the transaction; the effect of the announcement or pendency of the transaction on the ConnectM's business relationships and business generally; the outcome of any legal proceedings that may be instituted related to the transaction; the ability to realize the anticipated benefits of the transaction; and ConnectM may use its capital resources sooner than it expects. Moreover, ConnectM operates in a very competitive and rapidly changing environment. Because forward-looking statements are inherently control, you should not rely on these forward-looking statements as predictions of future events. The foregoing list of factors is not exclusive, and you should carefully consider the foregoing factors and the other risks and uncertainties described in the registration

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 2.1 Second Amendment to Agreement and Plan of Merger, dated as of April 12, 2024, by and among the Company, Merger Sub and ConnectM. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 12, 2024 Monterey Capital Acquisition Corporation /s/ Bala Padmakumar Name: Bala Padmakumar Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR