Monterey Capital Acquisition Corp. Files 8-K

TL;DR

MCACU filed an 8-K for a material agreement & shareholder vote. Details TBD.

AI Summary

Monterey Capital Acquisition Corp. (MCACU) entered into a material definitive agreement on July 10, 2024, related to its financial obligations. The company also submitted matters to a vote of its security holders. Specific details of the agreement and the vote outcomes were not provided in this filing.

Why It Matters

This 8-K filing indicates significant corporate actions by Monterey Capital Acquisition Corp., including a material definitive agreement and a shareholder vote, which could impact the company's future direction and its investors.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions, but the lack of specific details about the material agreement and shareholder vote introduces uncertainty.

Key Players & Entities

• Monterey Capital Acquisition Corp. (company) — Filer of the 8-K
• MCACU (company) — Ticker symbol for Monterey Capital Acquisition Corp.
• July 10, 2024 (date) — Date of the material definitive agreement and shareholder vote submission

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
• $3,680,000 — ompany tendering the full amount of the $3,680,000 Deferred Underwriting Commission (as de
• $500,000 — ccept from the Company (i) a payment of $500,000 in cash within 30 days of the closing o
• $3,680,000, m — Amended Note has a principal amount of $3,680,000, matures in one year and shall be due and
• $37,993,476 — s a result, there will be approximately $37,993,476 remaining in the trust account followin
• $218,329 — Purchase. There will be approximately $218,329 of net cash available to the Company fr

Filing Documents

• tm2419193d1_8k.htm (8-K) — 65KB
• tm2419193d1_ex10-1.htm (EX-10.1) — 21KB
• tm2419193d1_ex10-2.htm (EX-10.2) — 22KB
• 0001104659-24-079329.txt ( ) — 356KB
• mcacu-20240710.xsd (EX-101.SCH) — 4KB
• mcacu-20240710_def.xml (EX-101.DEF) — 27KB
• mcacu-20240710_lab.xml (EX-101.LAB) — 39KB
• mcacu-20240710_pre.xml (EX-101.PRE) — 26KB
• tm2419193d1_8k_htm.xml (XML) — 8KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On July 10, 2024, Monterey Capital Acquisition Corporation (the "Company" or "MCAC") entered into a (i) Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement Dated May 10, 2022 (the "Discharge Agreement") and (ii) Promissory Note (the "Note"), in each case with EF Hutton LLC (formerly EF Hutton, a division of Benchmark Investments, LLC, "EFH"). On July 11, 2024, the Company and EFH amended and restated the Discharge Agreement (the "Amended Discharge Agreement") and the Note (the "Amended Note"). Pursuant to the Amended Discharge Agreement, in lieu of the Company tendering the full amount of the $3,680,000 Deferred Underwriting Commission (as defined in the Underwriting Agreement, dated May 10, 2022, by and between the Company and EFH) in cash at the closing of the Company's initial business combination, EFH agreed to accept from the Company (i) a payment of $500,000 in cash within 30 days of the closing of the Company's initial business combination pursuant to the Amended Note and (ii) issuance of the Amended Note. The Amended Note has a principal amount of $3,680,000, matures in one year and shall be due and payable upon the demand of EFH and upon certain events of default. The Company may prepay the Amended Note in whole or in part at any time without penalty. In addition, the Company is obligated to pay toward the Note 10% of the aggregate gross proceeds from any sale of equity or equity derivative instruments of the Company. Within five days of the maturity date of the Amended Note, the Company may elect to convert the Amended Note into shares of common stock of the Company based on the 5-day trailing volume weighted average price of the Company's common stock at the maturity date of the Amended Note (subject to compliance with applicable rules of the Nasdaq Stock Market). The foregoing descriptions of the Amended Note and the Amended Discharge Agreement are not complete and are qua

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders As previously announced, on December 31, 2022, the Company entered into an Agreement and Plan of Merger, as amended from time to time (the "Merger Agreement") by and among the Company, Chronos Merger Sub, Inc. ("Merger Sub"), and ConnectM Technology Solutions Inc. ("ConnectM"), which provides for, among other things, Merger Sub to be merged with and into ConnectM with ConnectM being the surviving corporation in the merger and a wholly owned subsidiary of the Company (the "Merger" and together with the other transactions contemplated by the Merger Agreement, the "Business Combination"). As a result of the Business Combination, ConnectM will become a wholly owned subsidiary of the Company, with the former stockholders of ConnectM becoming stockholders of the Company. In addition, in connection with the consummation of the Merger, the Company will be renamed "ConnectM Technology Solutions, Inc." On July 10, 2024, the Company held a special meeting to approve the Merger Agreement and vote on proposals related to the Business Combination (the "Special Meeting"). At the Special Meeting, holders of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), and holders of the Company's Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Common Stock") voted together as a single class on Proposals 1, 3, 4 and 5 and holders of Class A Common Stock and Class B Common Stock voted separately on Proposal 2. At the Special Meeting, only those holders of shares of Common Stock at the close of business on May 20, 2024, the record date, were entitled to vote. As of the record date, 9,447,247 shares of Common Stock were outstanding and entitled to vote. At the Special Meeting, a total of 6,879,957 shares of Common Stock, representing approximately 72.8% of the outstanding shares of Common Stock entitled to vote

01. Other Events

Item 8.01. Other Events A total of 3,665,639 shares of Class A Common Stock were redeemed in connection with the Special Meeting (the "Redemptions"). In connection with the Forward Purchase Agreement, dated as of December 31, 2022, by and among Meteora Special Opportunity Fund ("Meteora"), the Company and ConnectM, and prior to the redemption deadline, Meteora and its related funds purchased 3,288,466 shares in the open market through brokers from holders of Class A common stock of the Company (the "Meteora Purchase"). As a result, there will be approximately $37,993,476 remaining in the trust account following the Redemptions as a result of the Meteora Purchase. There will be approximately $218,329 of net cash available to the Company from the Business Combination, after deducting certain transaction fees and expenses.

Forward-Looking Statements

Forward-Looking Statements This press release contains certain forward-looking facts contained in this report are forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited 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 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 subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond MCAC's and ConnectM's 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 Proxy Statement discussed herein and other documents filed by MCAC's from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amended Promissory Note, dated July 11, 2024, issued by Monterey Capital Acquisition Corporation in favor of EF Hutton LLC 10.2 Amended Satisfaction and Discharge of Indebtedness, dated July 11, 2024, by and between Monterey Capital Acquisition Corporation and EF Hutton LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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: July 12, 2024 MONTEREY CAPITAL ACQUISITION CORPORATION By: /s/ Bala Padmakumar Name: Bala Padmakumar Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR