ConnectM Enters Material Agreement, Files Exhibits

TL;DR

ConnectM signed a big deal on Sept 12, 2024. Check the exhibits!

AI Summary

ConnectM Technology Solutions, Inc. entered into a Material Definitive Agreement on September 12, 2024. The filing also includes financial statements and exhibits related to this agreement. The company was formerly known as Monterey Capital Acquisition Corp and changed its name on November 23, 2021.

Why It Matters

This filing indicates a significant business development for ConnectM Technology Solutions, Inc., potentially impacting its operations and financial standing.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, which could involve significant financial or operational changes for the company.

Key Players & Entities

• ConnectM Technology Solutions, Inc. (company) — Registrant
• Monterey Capital Acquisition Corp (company) — Former company name
• September 12, 2024 (date) — Date of earliest event reported
• November 23, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share CNTM The Nasdaq Stock Mar
• $2.00 — Common Stock, at a conversion price of $2.00 per share (the " September 2024 Convers
• $1.25 — g the September 2024 Reset Date and (B) $1.25 (as adjusted for stock splits, stock di
• $257,792 — LR Conversion Shares that are less than $257,792.50, then within fifteen (15) days after
• $257,792.50 — the KLR Conversion Shares is less than $257,792.50. On December 27, 2024, an aggregate of
• $1 — t Price (as defined below) is less than $1.25, then the Company shall pay to Liber

Filing Documents

• tm255789d1_8k.htm (8-K) — 64KB
• tm255789d1_ex10-1.htm (EX-10.1) — 35KB
• tm255789d1_ex10-2.htm (EX-10.2) — 34KB
• tm255789d1_ex10-3.htm (EX-10.3) — 36KB
• tm255789d1_ex10-4.htm (EX-10.4) — 27KB
• tm255789d1_ex10-5.htm (EX-10.5) — 26KB
• tm255789d1_ex10-6.htm (EX-10.6) — 28KB
• tm255789d1_ex10-7.htm (EX-10.7) — 55KB
• tm255789d1_ex10-8.htm (EX-10.8) — 30KB
• tm255789d1_ex10-9.htm (EX-10.9) — 24KB
• tm255789d1_ex10-10.htm (EX-10.10) — 25KB
• tm255789d1_ex10-11.htm (EX-10.11) — 39KB
• tm255789d1_ex10-12.htm (EX-10.12) — 25KB
• tm255789d1_ex10-13.htm (EX-10.13) — 28KB
• tm255789d1_ex10-14.htm (EX-10.14) — 29KB
• tm255789d1_ex10-13img001.jpg (GRAPHIC) — 5KB
• tm255789d1_ex10-9img001.jpg (GRAPHIC) — 276KB
• 0001104659-25-011040.txt ( ) — 1176KB
• cntm-20240912.xsd (EX-101.SCH) — 3KB
• cntm-20240912_lab.xml (EX-101.LAB) — 33KB
• cntm-20240912_pre.xml (EX-101.PRE) — 22KB
• tm255789d1_8k_htm.xml (XML) — 4KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 12, 2024 ConnectM Technology Solutions, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-41389 (Commission File Number) 87-2898342 (I.R.S. Employer Identification Number) 2 Mount Royal Avenue , Suite 550 Marlborough , Massachusetts (Address of principal executive offices) 01752 (Zip code) 617 - 395-1333 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 per share CNTM The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. The Conversion Agreements The Subsequent September 2024 Conversion Agreements As previously disclosed, in September 2024, ConnectM Technology Solutions, Inc., (the " Company ") Company entered into a Note Conversion Agreement dated as of September 12, 2024, by and between the Company and Sri Sid LLC and a Note Conversion Agreement dated as of September 12, 2024, by and between the Company and Arumilli LLC. In addition, in September 2024, the Company entered into each of the following agreements: (a) a Note Conversion Agreement dated as of September 12, 2024, by and between the Company and Sree Nalla, an individual; (b) a Note and Payable Conversion Agreement dated as of September 24, 2024, by and between the Company and IT Corpz Inc.; and (c) a Note Conversion Agreement dated as of September 24, 2024, by and between the Company and Monterrey Acquisition Sponsor LLC (collectively, the " Subsequent September 2024 Conversion Agreements "). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Subsequent September 2024 Conversion Agreements which are filed as exhibits hereto. Pursuant to the Subsequent September 2024 Conversion Agreements the Holders have agreed to convert their debt instruments into up to an aggregate of 802,271 shares (the " Subsequent September 2024 Conversion Shares ") of the Company's Common Stock, at a conversion price of $2.00 per share (the " September 2024 Conversion Price ") subject to adjustment, as set forth below. If, on the date (the " September 2024 Reset Date ") that is the earlier of (A) the date that is six months from the date of the agreement and (B) the date of the initial filing of this registration statement, the Reset Price is less than $2.00 per share, then the Company shall issue to the Holder an additional number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the September 2024 Conversion Price less the Reset Price and (B) the Subsequent September 2024 Conversion Share amount by (ii) the Reset Price. " Reset Price " means, with respect to one share of Common Stock, the greater of (A) the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.m. New York time over the five (5) trading days immediately preceding the September 2024 Reset Date and (B) $1.25 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events). On December 27, 2024, the following shares of Company Common Stock were issued to Holders pursuant to the Subsequent September 2024 Conversion Agreements: Holder Shares Sree Nalla 189,375 IT Corpz Inc 269,648 Monterrey Acquisition Sponsor LLC 343,248 The foregoing descript

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View this 8-K filing on SEC EDGAR