|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
87-2898342
(I.R.S. Employer
Identification Number) |
|
|
Jeffrey P. Schultz
Jeffrey D. Cohan William S. Klein Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 919 3rd Ave. New York, NY 10022 Telephone: (212) 935-3000 |
| |
Thomas R. Burton, III
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 Telephone: (617) 542-6000 |
| |
Andrew J. Merken
Robert A. Petitt Burns & Levinson LLP 125 High Street Boston, MA 02110 Telephone: (617) 345-3000 |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 4 | | | |
| | | | 6 | | | |
| | | | 23 | | | |
| | | | 39 | | | |
| | | | 40 | | | |
| | | | 41 | | | |
| | | | 43 | | | |
| | | | 44 | | | |
| | | | 100 | | | |
| | | | 105 | | | |
| | | | 143 | | | |
| | | | 146 | | | |
| | | | 149 | | | |
| | | | 156 | | | |
| | | | 158 | | | |
| | | | 159 | | | |
| | | | 168 | | | |
| | | | 176 | | | |
| | | | 182 | | | |
| | | | 191 | | | |
| | | | 204 | | | |
| | | | 220 | | | |
| | | | 230 | | | |
| | | | 231 | | | |
| | | | 242 | | | |
| | | | 246 | | | |
| | | | 252 | | | |
| | | | 256 | | | |
| | | | 260 | | | |
| | | | 260 | | | |
| | | | 260 | | | |
| | | | 260 | | | |
| | | | 260 | | | |
| | | | 261 | | | |
| | | | 261 | | | |
| | | | 261 | | |
| | |
Page
|
| |||
| | | | 262 | | | |
| | | | 262 | | | |
| | | | F-1 | | | |
| | | | F-31 | | | |
| | | | II-1 | | | |
| | | | II-12 | | | |
| | | | II-12 | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | |
| | |
Pro Forma Combined
(Assuming No Redemption) |
| |
Pro Forma Combined
(Assuming 25% Redemption) |
| |
Pro Forma Combined
(Assuming 50% Redemption) |
| |
Pro Forma Combined
(Assuming 75% Redemption) |
| |
Pro Forma Combined
(Assuming Maximum Redemption) |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| ||||||||||||||||||||||||||||||
New ConnectM public shares
|
| | | | 7,376,125 | | | | | | 29.48% | | | | | | 5,252,849 | | | | | | 24.59% | | | | | | 4,129,573 | | | | | | 18.97% | | | | | | 2,506,297 | | | | | | 12.43% | | | | | | 883,021 | | | | | | 4.76% | | |
Rights issued to Class A common stockholders(1)
|
| | | | 920,000 | | | | | | 3.68% | | | | | | 920,000 | | | | | | 3.93% | | | | | | 920,000 | | | | | | 4.23% | | | | | | 920,000 | | | | | | 4.57% | | | | | | 920,000 | | | | | | 4.97% | | |
Founder Shares(2)
|
| | | | 2,300,000 | | | | | | 9.19% | | | | | | 2,300,000 | | | | | | 9.83% | | | | | | 2,300,000 | | | | | | 10.56% | | | | | | 2,300,000 | | | | | | 11.42% | | | | | | 2,300,000 | | | | | | 12.82% | | |
New ConnectM shares issued in
merger to ConnectM(3) |
| | | | 14,422,321 | | | | | | 57.65% | | | | | | 14,422,321 | | | | | | 61.65% | | | | | | 14,422,321 | | | | | | 66.24% | | | | | | 14,422,321 | | | | | | 71.58% | | | | | | 14,422,321 | | | | | | 77.85% | | |
Shares outstanding(4)
|
| | | | 25,018,446 | | | | | | 100.00% | | | | | | 23,395,170 | | | | | | 100.00% | | | | | | 21,771,894 | | | | | | 100.00% | | | | | | 20,148,618 | | | | | | 100.00% | | | | | | 18,525,342 | | | | | | 100.00% | | |
| | |
Pro Forma Combined
(Assuming No Redemption)(1) |
| |
Pro Forma Combined
(Assuming 25% Redemption)(2) |
| |
Pro Forma Combined
(Assuming 50% Redemption)(3) |
| |
Pro Forma Combined
(Assuming 75% Redemption)(4) |
| |
Pro Forma Combined
(Assuming Maximum Redemption)(5) |
| |||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net Cash
per Share |
| | | | | | | |
Net Cash
per Share |
| | | | | | | |
Net Cash
per Share |
| | | | | | | |
Net Cash
per Share |
| ||||||||||||
Trust Account Value as of December 31, 2023
|
| | | $ | 78,702,824 | | | |
|
| | | $ | 61,382,565 | | | |
|
| | | $ | 44,062,305 | | | |
|
| | | $ | 26,742,046 | | | |
|
| | | $ | 9,421,786 | | | |
|
| |||||||||||||||
| | |
Number of
Shares |
| |
Net Cash
per Share |
| |
Number of
Shares |
| |
Net Cash
per Share |
| |
Number of
Shares |
| |
Net Cash
per Share |
| |
Number of
Shares |
| |
Net Cash
per Share |
| |
Number of
Shares(7) |
| |
Net Cash
per Share |
| ||||||||||||||||||||||||||||||
Base Scenario(6)(7)
|
| | | | 25,018,446 | | | | | $ | 3.15 | | | | | | 23,395,170 | | | | | $ | 2.62 | | | | | | 21,771,894 | | | | | $ | 2.02 | | | | | | 20,148,618 | | | | | $ | 1.33 | | | | | | 18,525,342 | | | | | $ | 0.51 | | |
Excluding Founder Shares(8)
|
| | | | 22,718,446 | | | | | $ | 3.46 | | | | | | 21,095,170 | | | | | $ | 2.91 | | | | | | 19,471,894 | | | | | $ | 2.26 | | | | | | 17,848,618 | | | | | $ | 1.50 | | | | | | 16,225,342 | | | | | $ | 0.58 | | |
Exercising MCAC Public Warrants(9)
|
| | | | 34,218,446 | | | | | $ | 2.30 | | | | | | 32,595,170 | | | | | $ | 1.88 | | | | | | 30,971,894 | | | | | $ | 1.42 | | | | | | 29,348,618 | | | | | $ | 0.91 | | | | | | 27,725,342 | | | | | $ | 0.34 | | |
Exericising MCAC Private Placement Warrants(10)
|
| | | | 28,058,446 | | | | | $ | 2.80 | | | | | | 26,435,170 | | | | | $ | 2.32 | | | | | | 24,811,894 | | | | | $ | 1.78 | | | | | | 23,188,618 | | | | | $ | 1.15 | | | | | | 21,565,342 | | | | | $ | 0.44 | | |
Exercising MCAC Warrants(11)
|
| | | | 37,258,446 | | | | | $ | 2.11 | | | | | | 35,635,170 | | | | | $ | 1.72 | | | | | | 34,011,894 | | | | | $ | 1.30 | | | | | | 32,388,618 | | | | | $ | 0.83 | | | | | | 30,765,342 | | | | | $ | 0.31 | | |
Exercising ConnectM Stock Options and Warrants(12)
|
| | | | 25,571,147 | | | | | $ | 3.08 | | | | | | 23,947,871 | | | | | $ | 2.56 | | | | | | 22,324,595 | | | | | $ | 1.97 | | | | | | 20,701,319 | | | | | $ | 1.29 | | | | | | 19,078,043 | | | | | $ | 0.49 | | |
Exercising all securities(13)
|
| | | | 37,811,146 | | | | | $ | 2.08 | | | | | | 36,187,870 | | | | | $ | 1.70 | | | | | | 34,564,594 | | | | | $ | 1.27 | | | | | | 32,941,318 | | | | | $ | 0.81 | | | | | | 31,318,042 | | | | | $ | 0.30 | | |
Underwriting Fee
|
| | | | 3,680,000 | | | | | | | | | | | | 3,680,000 | | | | | | | | | | | | 3,680,000 | | | | | | | | | | | | 3,680,000 | | | | | | | | | | | | 3,680,000 | | | | | | | | |
Underwriting Fee as a percentage of gross cash proceeds of business combination
|
| | | | 5% | | | | | | | | | | | | 6% | | | | | | | | | | | | 8% | | | | | | | | | | | | 14% | | | | | | | | | | | | 39% | | | | | | | | |
| | |
Pro Forma Combined
(Assuming No Redemption) |
| |
Pro Forma Combined
(Assuming 25% Redemption) |
| |
Pro Forma Combined
(Assuming 50% Redemption) |
| |
Pro Forma Combined
(Assuming 75% Redemption) |
| |
Pro Forma Combined
(Assuming Maximum Redemption) |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| ||||||||||||||||||||||||||||||
New ConnectM public shares
|
| | | | 7,376,125 | | | | | | 20% | | | | | | 5,752,849 | | | | | | 16% | | | | | | 4,129,573 | | | | | | 12% | | | | | | 2,506,297 | | | | | | 8% | | | | | | 883,021 | | | | | | 3% | | |
Rights issued to Class A common
stockholders(1) |
| | | | 920,000 | | | | | | 2% | | | | | | 920,000 | | | | | | 3% | | | | | | 920,000 | | | | | | 3% | | | | | | 920,000 | | | | | | 3% | | | | | | 920,000 | | | | | | 3% | | |
Founder Shares(2)
|
| | | | 2,300,000 | | | | | | 6% | | | | | | 2,300,000 | | | | | | 6% | | | | | | 2,300,000 | | | | | | 7% | | | | | | 2,300,000 | | | | | | 7% | | | | | | 2,300,000 | | | | | | 7% | | |
Meteora Forward Purchase Agreement(3)
|
| | | | — | | | | | | 0% | | | | | | 40,000 | | | | | | 0% | | | | | | 40,000 | | | | | | 0% | | | | | | 40,000 | | | | | | 0% | | | | | | 2,055,036 | | | | | | 6% | | |
New ConnectM shares issued in merger to ConnectM(4)
|
| | | | 14,422,321 | | | | | | 38% | | | | | | 14,422,321 | | | | | | 40% | | | | | | 14,422,321 | | | | | | 42% | | | | | | 14,422,321 | | | | | | 44% | | | | | | 14,422,321 | | | | | | 43% | | |
MCAC Public Warrants(4)
|
| | | | 9,200,000 | | | | | | 24% | | | | | | 9,200,000 | | | | | | 25% | | | | | | 9,200,000 | | | | | | 27% | | | | | | 9,200,000 | | | | | | 28% | | | | | | 9,200,000 | | | | | | 28% | | |
MCAC Private Warrants Owned by
Sponsor(5) |
| | | | 3,040,000 | | | | | | 8% | | | | | | 3,040,000 | | | | | | 8% | | | | | | 3,040,000 | | | | | | 9% | | | | | | 3,040,000 | | | | | | 9% | | | | | | 3,040,000 | | | | | | 9% | | |
ConnectM Stock Options(6)
|
| | | | 475,022 | | | | | | 1% | | | | | | 475,022 | | | | | | 1% | | | | | | 475,022 | | | | | | 1% | | | | | | 475,022 | | | | | | 1% | | | | | | 475,022 | | | | | | 1% | | |
ConnectM Warrants(7)
|
| | | | 77,679 | | | | | | 0% | | | | | | 77,679 | | | | | | 0% | | | | | | 77,679 | | | | | | 0% | | | | | | 77,679 | | | | | | 0% | | | | | | 77,679 | | | | | | 0% | | |
| | | | | 37,811,147 | | | | | | 100% | | | | | | 36,227,871 | | | | | | 100% | | | | | | 34,604,595 | | | | | | 100% | | | | | | 32,981,319 | | | | | | 100% | | | | | | 33,373,079 | | | | | | 100% | | |
Total Sponsor and affiliates ownership(8)
|
| | | | 5,340,000 | | | | | | 14% | | | | | | 5,340,000 | | | | | | 15% | | | | | | 5,340,000 | | | | | | 15% | | | | | | 5,340,000 | | | | | | 16% | | | | | | 5,340,000 | | | | | | 16% | | |
|
Trust Account Value
|
| | | $ | 78,702,824 | | |
|
Less: Taxes Payable
|
| | | $ | — | | |
|
Net Trust Account Value for Redemption
|
| | | $ | 78,702,824 | | |
|
Total shares of MCAC Class A Common Stock
|
| | | | 7,376,125 | | |
|
Total Account Value per share of MCAC Class A common stock
|
| | | $ | 10.67 | | |
| | |
Assuming
Minimum Redemption Scenario |
| |
Assuming
25% of Maximum Redemption |
| |
Assuming
50% of Maximum Redemption |
| |
Assuming
75% of Maximum Redemption |
| |
Assuming
Maximum Redemption Scenario |
| |||||||||||||||
Redemptions ($)
|
| | | $ | — | | | | | $ | 17,320,260 | | | | | $ | 34,640,519 | | | | | $ | 51,960,779 | | | | | $ | 69,281,038 | | |
Redemptions (Shares)(1)
|
| | | | — | | | | | | 1,623,276 | | | | | | 3,246,552 | | | | | | 4,869,828 | | | | | | 6,493,104 | | |
Class A common stock not redeemed(2)
|
| | | | 7,376,125 | | | | | | 5,752,849 | | | | | | 4,129,573 | | | | | | 2,506,297 | | | | | | 883,021 | | |
Class A common stock post
redemptions |
| | | | 7,376,125 | | | | | | 5,752,849 | | | | | | 4,129,573 | | | | | | 2,506,297 | | | | | | 883,021 | | |
Cash left in Trust Account post redemptions
|
| | | $ | 78,702,824 | | | | | $ | 61,382,575 | | | | | $ | 44,062,305 | | | | | $ | 26,742,046 | | | | | $ | 9,421,786 | | |
Trust Account Value per Share(3)
|
| | | $ | 10.67 | | | | | $ | 10.67 | | | | | $ | 10.67 | | | | | $ | 10.67 | | | | | $ | 10.67 | | |
Total Sponsor ownership percentage(2)
|
| | | | 9.19% | | | | | | 9.81% | | | | | | 10.55% | | | | | | 11.39% | | | | | | 11.18% | | |
Total Class A ownership percentage
|
| | | | 29.48% | | | | | | 24.55% | | | | | | 18.93% | | | | | | 12.41% | | | | | | 4.29% | | |
Total Underwriter fee on a per share basis(4)
|
| | | $ | 0.50 | | | | | $ | 0.64 | | | | | $ | 0.89 | | | | | $ | 1.47 | | | | | $ | 4.17 | | |
| | |
FPA
Scenario 1(1) |
| |
FPA
Scenario 2(2) |
| |
FPA
Scenario 3(3) |
| |
FPA
Scenario 4(4) |
| ||||||||||||
Number of shares tendered for redemption and
purchased by Meteora |
| | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 1,000,000 | | |
Assumed Reset Price
|
| | | $ | 7.50 | | | | | $ | 5.00 | | | | | $ | 7.50 | | | | | $ | 5.00 | | |
Prepayment Shortfall
|
| | | $ | 111,000 | | | | | $ | 111,000 | | | | | $ | 111,000 | | | | | $ | 111,000 | | |
Prepayment Amount(5)
|
| | | $ | 10,989,000 | | | | | $ | 10,989,000 | | | | | $ | 10,989,000 | | | | | $ | 10,989,000 | | |
Share Consideration(6)
|
| | | $ | 444,000 | | | | | $ | 444,000 | | | | | $ | 444,000 | | | | | $ | 444,000 | | |
Cash Consideration
|
| | | $ | 250,000 | | | | | $ | 250,000 | | | | | $ | 250,000 | | | | | $ | 250,000 | | |
Terminated Shares
|
| | | | 500,000 | | | | | | 500,000 | | | | | | — | | | | | | — | | |
Cash paid by Meteora to Combined Company for Terminated Shares
|
| | | $ | 3,562,500 | | | | | $ | 2,375,000 | | | | | | — | | | | | | — | | |
Maturity Consideration(7)
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | | $ | 2,000,000 | | | | | $ | 2,000,000 | | |
Shares to be returned to Combined Company on the Maturity Date
|
| | | | 500,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | 1,000,000 | | |
Cash paid to Meteora at the Maturity Date
|
| | | $ | 7,537,500 | | | | | $ | 8,725,000 | | | | | $ | 11,100,000 | | | | | $ | 11,100,000 | | |
| | |
As of
December 31, 2023 |
| |
As of
December 31, 2022 |
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Current assets
|
| | | $ | 72,306 | | | | | $ | 12,721 | | |
Trust Account
|
| | | | 78,702,824 | | | | | | 94,209,804 | | |
Total assets
|
| | | | 78,775,130 | | | | | | 94,222,525 | | |
Total liabilities
|
| | | | 28,965,425 | | | | | | 8,508,448 | | |
Class A common stock subject to possible redemption
|
| | | | 78,733,357 | | | | | | 93,768,637 | | |
Stockholders’ deficit
|
| | | | (28,923,896) | | | | | | (8,054,560) | | |
| | |
For the
year ended December 31, 2023 |
| |
For the
year ended December 31, 2022 |
| ||||||
General and administrative expenses
|
| | | $ | 2,980,863 | | | | | $ | 2,098,401 | | |
Loss from operations
|
| | | | (2,980,863) | | | | | | (2,098,401) | | |
Net Loss
|
| | | | (14,943,203) | | | | | | (3,763,638) | | |
Weighted average shares outstanding of Class A common stock subject to possible redemption
|
| | | | 8,909,750 | | | | | | 5,872,877 | | |
Basic and diluted net loss per share, Class A common stock subject to possible redemption
|
| | | | (1.32) | | | | | | (0.46) | | |
Weighted average shares outstanding of Class A common stock
|
| | | | 138,000 | | | | | | 88,093 | | |
Basis and diluted net loss per share, Class A common stock
|
| | | | (1.32) | | | | | | (0.46) | | |
Weighted average shares outstanding of Class B common stock
|
| | | | 2,300,000 | | | | | | 2,191,507 | | |
Basic and diluted net loss per share, Class B common stock
|
| | | | (1.32) | | | | | | (0.46) | | |
Statements of Operations and Comprehensive Loss Data
|
| |
Year Ended
December 31, |
| |||||||||
|
2023
|
| |
2022
|
| ||||||||
Revenues
|
| | | $ | 19,972,239 | | | | | $ | 15,441,315 | | |
Cost and Expenses | | | | | | | | | | | | | |
Cost of Services
|
| | | | 14,934,962 | | | | | | 11,404,224 | | |
Selling, General and Administrative
|
| | | | 12,320,295 | | | | | | 7,315,381 | | |
Loss on impairment
|
| | | | 181,853 | | | | | | 589,299 | | |
Loss from Operations
|
| | | | (7,464,71) | | | | | | (3,867,589) | | |
Other expense
|
| | | | (1,733,983) | | | | | | (216,400) | | |
Loss before provision for income taxes
|
| | | | (9,198,854) | | | | | | (4,083,989) | | |
Provision for income taxes
|
| | | | — | | | | | | 541,406 | | |
Net loss
|
| | | | (9,198,854) | | | | | | (3,542,583) | | |
Net (loss) income attributable to noncontrolling
interests |
| | | | (49,188) | | | | | | (2,702) | | |
Net loss attributable to Shareholders
|
| | | | (9,149,666) | | | | | | (3,539,881) | | |
Foreign currency translation adjustment
|
| | | | 97,613 | | | | | | 28,984 | | |
Comprehensive loss
|
| | | $ | (9,052,053) | | | | | $ | (3,510,897) | | |
Balance Sheet Data
|
| |
As of December 31,
|
| |||||||||
|
2023
|
| |
2022
|
| ||||||||
Total assets
|
| | | $ | 13,156,473 | | | | | $ | 11,057,806 | | |
Total liabilities
|
| | | | 22,639,037 | | | | | | 11,439,535 | | |
Total mezzanine equity
|
| | | | 11,982,284 | | | | | | 11,982,284 | | |
Total stockholders’ deficit
|
| | | | (21,464,848) | | | | | | (12,364,014) | | |
| | | | | | | | | | | | | | |
Combined Pro Forma
|
| |
ConnectM Equivalent
Per Share Pro Forma(b) |
| ||||||||||||||||||
| | |
MCAC
(Historical) |
| |
ConnectM
(Historical) |
| |
Assuming
No Redemption |
| |
Assuming
Maximum Redemption |
| |
Assuming
No Redemption |
| |
Assuming
Maximum Redemption |
| ||||||||||||||||||
As of and for the year ended December 31, 2023
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2023 book value per
share(a) |
| | | $ | (11.86) | | | | | $ | (13.52) | | | | | $ | 2.30 | | | | | $ | (0.85) | | | | | $ | 0.69 | | | | | $ | (0.26) | | |
Weighted average shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares
outstanding of Class A common stock subject to possible redemption – basic and diluted |
| | | | 8,909,750 | | | | | | — | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Weighted average shares
outstanding of Class A common stock – basic and diluted |
| | | | 138,000 | | | | | | — | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Weighted average shares
outstanding of Class B common stock – basic and diluted |
| | | | 2,300,000 | | | | | | — | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Weighted average shares outstanding of ConnectM common stock – basic and diluted
|
| | | | — | | | | | | 1,588,141 | | | | | | 25,018,446 | | | | | | 20,580,378 | | | | | | — | | | | | | — | | |
Loss per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share – Class A common stock subject to possible
redemption |
| | | $ | (1.32) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Basic and diluted net loss per share – Class A common
stock |
| | | $ | (1.32) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Basic and diluted net loss per share – Class B common
stock |
| | | $ | (1.32) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Basic and diluted net loss per share – ConnectM common stock
|
| | | $ | — | | | | | $ | (5.76) | | | | | $ | (0.53) | | | | | $ | (0.34) | | | | | $ | (0.16) | | | | | $ | (0.10) | | |
| | |
Historical
|
| |
Projected
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
P&L
|
| |
2020
|
| |
2021
|
| |
Q1,22
|
| |
Q2,22
|
| |
Q3,22
|
| |
Q4,22
|
| |
2022
|
| |
2023
|
| |
2024
|
| | |||||||||||||||||||||||||||||
Revenue
|
| | | | 2,044,512 | | | | | | 4,378,703 | | | | | | 2,669,096 | | | | | | 3,851,408 | | | | | | 4,788,984 | | | | | | 5,000,000 | | | | | | 16,309,487 | | | | | | 52,000,000 | | | | | | 99,000,000 | | | | ||
COGS
|
| | | | 1,769,404 | | | | | | 2,558,987 | | | | | | 1,757,953 | | | | | | 2,728,091 | | | | | | 3,038,079 | | | | | | 3,100,000 | | | | | | 10,624,123 | | | | | | 31,200,000 | | | | | | 59,400,000 | | | | ||
Gross Profit
|
| | | | 275,108 | | | | | | 1,819,716 | | | | | | 911,143 | | | | | | 1,123,316 | | | | | | 1,750,905 | | | | | | 1,900,000 | | | | | | 5,685,364 | | | | | | 20,800,000 | | | | | | 39,600,000 | | | | ||
SG&A
|
| | | | 2,526,838 | | | | | | 4,393,542 | | | | | | 1,359,108 | | | | | | 1,677,442 | | | | | | 1,665,512 | | | | | | 1,600,000 | | | | | | 6,302,062 | | | | | | 14,560,000 | | | | | | 27,720,000 | | | | ||
EBITDA
|
| | | | -2,411,671 | | | | | | -2,727,473 | | | | | | -528,927 | | | | | | -588,445 | | | | | | -10,625 | | | | | | 50,000 | | | | | | -1,077,997 | | | | | | 6,240,000 | | | | | | 11,880,000 | | | | ||
One Time/Non Recurring Exp
|
| | | | -159,941 | | | | | | -153,647 | | | | | | -80,962 | | | | | | -34,319 | | | | | | -96,018 | | | | | | -250,000 | | | | | | -461,299 | | | | | | — | | | | | | — | | | | ||
Adjusted EBITDA
|
| | | | -2,251,730 | | | | | | -2,573,826 | | | | | | -447,965 | | | | | | -554,126 | | | | | | 85,392 | | | | | | 300,000 | | | | | | -616,698 | | | | | | — | | | | | | — | | | |
| | |
2020
|
| |
2021
|
| |
2022
|
| |
Jan-Sep
2023 |
| ||||||||||||
Revenue
|
| | | | 2,077,522 | | | | | | 4,398,864 | | | | | | 15,441,315 | | | | | | 15,596,329 | | |
COGS
|
| | | | 2,206,710 | | | | | | 3,338,322 | | | | | | 11,549,815 | | | | | | 11,280,458 | | |
Gross Profit
|
| | | | (129,188) | | | | | | 1,060,542 | | | | | | 3,891,500 | | | | | | 4,315,871 | | |
SG&A
|
| | | | 2,169,486 | | | | | | 4,175,087 | | | | | | 7,344,268 | | | | | | 7,194,403 | | |
EBITDA
|
| | | | (2,298,674) | | | | | | (3,114,545) | | | | | | (3,452,768) | | | | | | (2,878,532) | | |
One Time/Non Cash Exp
|
| | | | 193,279 | | | | | | 293,523 | | | | | | 1,006,201 | | | | | | 834,483 | | |
Adjusted EBITDA
|
| | | | (2,105,395) | | | | | | (2,821,022) | | | | | | (2,446,567) | | | | | | (2,044,049) | | |
| | |
In US$
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
2020
|
| |
2021
|
| |
Q1, 22
|
| |
Q2, 22
|
| |
Q3, 22
|
| |
Q4, 22
|
| |
2022
|
| |
2023
|
| ||||||||||||||||||||||||
Adjusted EBITDA
|
| | | | (2,251,730) | | | | | | (2,573,826) | | | | | | (447,965) | | | | | | (554,126) | | | | | | 85,392 | | | | | | 300,000 | | | | | | (616,968) | | | | | | 6,240,000 | | |
Company Name
|
| |
Symbol
|
| |
EV/
Revenue 2023E |
| |
EV/
EBITDA 2023E |
| |
Revenue
2023E |
| |
EBITDA
2023E |
| |
CAGR
2021 – 2023E |
| |||||||||||||||
Comfort Systems USA, Inc.
|
| | FIX | | | | | 1.0x | | | | | | 12.3x | | | | | $ | 4,407.1 | | | | | $ | 373.3 | | | | | | 19.7% | | |
A.O. Smith Corporation
|
| | AOS | | | | | 2.3x | | | | | | 11.6x | | | | | $ | 3,722.5 | | | | | $ | 736.9 | | | | | | 2.6% | | |
Enphase Energy, Inc.
|
| | ENPH | | | | | 13.0x | | | | | | 42.4x | | | | | $ | 3,147.6 | | | | | $ | 965.4 | | | | | | 50.9% | | |
Stem, Inc.
|
| | STEM | | | | | 2.8x | | | | | | 410.9x | | | | | $ | 635.4 | | | | | $ | 4.4 | | | | | | 123.4% | | |
Company Name
|
| |
Symbol
|
| |
EV/
Revenue 2023E |
| |
EV/
EBITDA 2023E |
| |
Revenue
2023E (millions) |
| |
EBITDA
2023E (millions) |
| |
CAGR
2021 – 2023E |
| |||||||||||||||
Vivint Smart Home, Inc.
|
| | VVNT | | | | | 2.9x | | | | | | 6.4x | | | | | $ | 1,741.9 | | | | | $ | 776.8 | | | | | | 8.5% | | |
SolarEdge Technologies, Inc.
|
| | SEDG | | | | | 4.1x | | | | | | 22.5x | | | | | $ | 3,997.4 | | | | | $ | 732.0 | | | | | | 42.7% | | |
Sunnova Energy International Inc.
|
| | NOVA | | | | | 10.7x | | | | | | 31.8x | | | | | $ | 683.7 | | | | | $ | 230.7 | | | | | | 68.2% | | |
Sunrun Inc.
|
| | RUN | | | | | 5.9x | | | | | | -94.2x | | | | | $ | 2,488.1 | | | | | $ | (156.0) | | | | | | 24.3% | | |
Altus Power, Inc.
|
| | AMPS | | | | | 7.1x | | | | | | 11.9x | | | | | $ | 184.8 | | | | | $ | 110.9 | | | | | | 60.4% | | |
Company Name
|
| |
Symbol
|
| |
EV/
Revenue 2023E |
| |
EV/
EBITDA 2023E |
| |
Revenue
2023E |
| |
EBITDA
2023E |
| |
CAGR
2021 – 2023E |
| |||||||||||||||
Blink Charging Co.
|
| | BLNK | | | | | 5.6x | | | | | | -8.2x | | | | | $ | 98.4 | | | | | $ | (67.2) | | | | | | 116.8% | | |
Wallbox N.V.
|
| | WBX | | | | | 1.7x | | | | | | -15.7x | | | | | $ | 356.8 | | | | | $ | (39.0) | | | | | | 123.3% | | |
ChargePoint Holdings, Inc.
|
| | CHPT | | | | | 6.6x | | | | | | -12.4x | | | | | $ | 479.6 | | | | | $ | (256.8) | | | | | | 80.9% | | |
Company Name
|
| |
Symbol
|
| |
EV/
Revenue 2023E |
| |
EV/
EBITDA 2023E |
| |
Revenue
2023E |
| |
EBITDA
2023E |
| |
CAGR
2021 – 2023E |
| |||||||||||||||
Samsara Inc.
|
| | IOT | | | | | 9.0x | | | | | | -72.4 | | | | | $ | 637.1 | | | | | $ | (78.8) | | | | | | 59.7% | | |
Altair Engineering Inc.
|
| | ALTR | | | | | 5.9x | | | | | | 32.0x | | | | | $ | 605.7 | | | | | $ | 112.4 | | | | | | 6.7% | | |
Bentley Systems, Inc.
|
| | BSY | | | | | 10.0x | | | | | | 29.0x | | | | | $ | 1,203.1 | | | | | $ | 414.4 | | | | | | 11.7% | | |
CCC Intelligent Solutions Holdings Inc.
|
| | CCCS | | | | | 7.2x | | | | | | 18.2x | | | | | $ | 847.1 | | | | | $ | 333.2 | | | | | | 10.9% | | |
| | |
EV/’23
Revenue Multiple |
| |||
Peer group median
|
| | | | 5.9x | | |
ConnectM projection
|
| | | | 3.6x | | |
MCAC base case
|
| | | | 4.4x | | |
MCAC conservative case
|
| | | | 5.0x | | |
|
Advisory Charter Proposal
|
| |
MCAC Current Charter
|
| |
Proposed Charter
|
|
|
Advisory Proposal A — Changes in Share Capital
|
| | Under the Current Charter, MCAC is currently authorized to issue 111,000,000 shares of capital stock, consisting of (a) 110,000,000 shares of common stock, including 100,000,000 shares of MCAC Class A Common Stock, par value $0.0001 per share, and 10,000,000 shares of MCAC Class B Common Stock, par value $0.0001 per share, and (b) 1,000,000 shares of MCAC preferred stock, par value $0.0001 per share. | | | Under the Proposed Charter, New ConnectM will be authorized to issue 110,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of New ConnectM common stock, par value $0.0001 per share and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. | |
|
Advisory Proposal B — Limiting the Ability to Act by Written Consent
|
| | Under the Current Charter, any action required or permitted to be taken by the stockholders of MCAC must be effected at an annual or special meeting of the stockholders and may not be effected by written consent other than with respect to the MCAC Class B Common Stock with respect to which action may be taken by written consent. | | | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New ConnectM must be taken at an annual or special meeting of the New ConnectM stockholders; provided, however, that any action required or permitted to be taken by the holders of New ConnectM preferred stock may be effected by written consent so long as the written consent is signed by the holders of outstanding shares of the relevant series of New ConnectM preferred stock having no less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
|
Advisory Charter Proposal
|
| |
MCAC Current Charter
|
| |
Proposed Charter
|
|
|
Advisory Proposal C — Required Vote to Amend the Bylaws
|
| | Under the Current Charter, the MCAC Board is expressly authorized to adopt, alter, amend or repeal the MCAC bylaws by the affirmative vote of a majority of the directors. The MCAC bylaws may also be adopted, amended, altered or repealed by the affirmative vote of at least 66.7% of the voting power of all outstanding shares of MCAC Common Stock entitled to vote generally in the election of directors. | | | Under the Proposed Charter, the Amended Bylaws may be amended, altered, repealed or adopted by the affirmative vote of at least two-thirds of the voting power of the then outstanding shares of capital stock of New ConnectM entitled to vote generally in an election of directors voting together as a single class. | |
|
Advisory Proposal D — Removal of Directors
|
| | Under the Current Charter, any or all members of the MCAC Board may be removed from office at any time with cause by the affirmative vote of a majority of the voting power of the then outstanding shares of capital stock of MCAC entitled to vote generally in the election of directors, voting together as a single class | | | Under the Proposed Charter, any or all of members of the New ConnectM Board may be removed from office at any time with cause by the affirmative vote of the holders of at least two-thirds (662∕3%) of the voting power of all the then outstanding shares of voting stock entitled to vote at an election of directors | |
Name
|
| |
Age
|
| |
Title
|
|
Bala Padmakumar | | |
63
|
| |
Chief Executive Officer and Chairman of the Board
|
|
Vivek Soni | | |
65
|
| | Executive Vice President and Director | |
Daniel Davis | | |
58
|
| | Chief Financial Officer | |
Leela Gray | | |
57
|
| | Director | |
Kathy Cuocolo | | |
71
|
| | Director | |
Stephen Markscheid | | |
69
|
| | Director | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Revenues
|
| | | $ | 19,972,239 | | | | | $ | 15,441,315 | | |
Costs and expenses: | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 14,934,962 | | | | | | 11,404,224 | | |
Selling, general and administrative expenses
|
| | | | 12,320,295 | | | | | | 7,315,381 | | |
Loss on impairment
|
| | | | 181,853 | | | | | | 589,299 | | |
Loss from operations
|
| | | | (7,464,871) | | | | | | (3,867,589) | | |
Other income (expense): | | | | ||||||||||
Interest expense
|
| | | | (1,431,354) | | | | | | (281,808) | | |
Loss on extinguishment of debt
|
| | | | (370,320) | | | | | | — | | |
Other income, net
|
| | | | 67,691 | | | | | | 65,408 | | |
Total Other Income (Expense)
|
| | | | (1,733,983) | | | | | | (216,400) | | |
Loss before income taxes
|
| | | | (9,198,854) | | | | | | (4,083,989) | | |
Income tax benefit
|
| | | | — | | | | | | 541,406 | | |
Net loss
|
| | | | (9,198,854) | | | | | | (3,542,583) | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Revenues
|
| | | $ | 19,972,239 | | | | | $ | 15,441,315 | | | | | $ | 4,530,924 | | | | | | 29% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Cost of revenues
|
| | | $ | 14,934,962 | | | | | $ | 11,404,224 | | | | | $ | 3,530,738 | | | | | | 31% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Gross margin – Electrification Segment
|
| | | $ | 2,229,470 | | | | | $ | 2,516,787 | | | | | $ | (287,317) | | | | | | -11% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Gross margin – Decarbonization Segment
|
| | | $ | 3,025,666 | | | | | $ | 1,506,427 | | | | | $ | 1,519,239 | | | | | | 101% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Gross margin – OEM/EV Segment
|
| | | $ | (425,744) | | | | | $ | 13,877 | | | | | $ | (439,621) | | | | | | -3168% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Gross margin – Managed Services Segment
|
| | | $ | 207,885 | | | | | $ | — | | | | | $ | 207,885 | | | | | | — | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Selling, general and administrative expenses
|
| | | $ | 12,320,295 | | | | | $ | 7,315,381 | | | | | $ | 5,004,914 | | | | | | 68% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Loss on impairment
|
| | | $ | 181,853 | | | | | $ | 589,299 | | | | | $ | (407,446) | | | | | | -69% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Interest expense
|
| | | $ | (1,431,354) | | | | | $ | (281,808) | | | | | $ | (1,149,546) | | | | | | 408% | | |
| | |
Year Ended December 31,
|
| | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |||||||||
Loss on extinguisment
|
| | | $ | (370,320) | | | | | $ | — | | | | | $ | (370,320) | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |
Change (%)
|
| ||||||||||||
Other income
|
| | | $ | 67,691 | | | | | $ | 65,408 | | | | | $ | 2,283 | | | | | | 3% | | |
Entity
|
| |
Amount
|
| |
Interest
Rate |
| |
Issue Date
|
| |
Maturity
Date |
| |
Total by
Quarter |
| | |||||||||||
First Quarter, 2023 | | | | | | | | |||||||||||||||||||||
Arumilli LLC
|
| | | $ | 250,000 | | | | | | 18% | | | |
1-Jan-23
|
| |
31-May-24
|
| | | | | | | | ||
SriSid LLC
|
| | | $ | 250,000 | | | | | | 18% | | | |
1-Mar-24
|
| |
31-May-24
|
| | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | $ | 500,000 | | | | ||
Second Quarter, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SriSid LLC
|
| | | $ | 250,000 | | | | | | 21% | | | |
10-Apr-23
|
| |
31-May-24
|
| | | | | | | | ||
Sri Nalla
|
| | | $ | 300,000 | | | | | | 21% | | | |
3-May-23
|
| |
31-May-24
|
| | | | | | | | ||
Ashish Kulkarni
|
| | | $ | 100,000 | | | | | | 21% | | | |
5-May-23
|
| |
4-May-24
|
| | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | $ | 650,000 | | | | ||
Third Quarter, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Arumilli LLC
|
| | | $ | 250,000 | | | | | | 24% | | | |
18-Jul-23
|
| |
17-Jul-24
|
| | | | | | | | ||
Arumilli LLC
|
| | | $ | 250,000 | | | | | | 24% | | | |
26-Jul-23
|
| |
25-Jul-24
|
| | | | | | | | ||
Arumilli LLC
|
| | | $ | 250,000 | | | | | | 24% | | | |
2-Aug-23
|
| |
1-Aug-24
|
| | | | | | | | ||
SriSid LLC
|
| | | $ | 750,000 | | | | | | 24% | | | |
2-Aug-23
|
| |
1-Aug-24
|
| | | | | | | | ||
SriSid LLC
|
| | | $ | 250,000 | | | | | | 24% | | | |
15-Sep-23
|
| |
14-Sep-24
|
| | | | | | | | ||
SriSid LLC
|
| | | $ | 650,000 | | | | | | 24% | | | |
25-Sep-23
|
| |
24-Sep-24
|
| | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | $ | 2,400,000 | | | | ||
Fourth Quarter, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
SriSid LLC
|
| | | $ | 250,000 | | | | | | 24% | | | |
19-Oct-23
|
| |
19-Oct-24
|
| | | | | | | | ||
SriSid LLC
|
| | | $ | 250,000 | | | | | | 24% | | | |
24-Oct-23
|
| |
24-Oct-24
|
| | | | | | | | ||
SriSid LLC
|
| | | $ | 350,000 | | | | | | 24% | | | |
9-Nov-23
|
| |
8-Nov-24
|
| | | | | | | | ||
SriSid LLC
|
| | | $ | 200,000 | | | | | | 24% | | | |
10-Nov-23
|
| |
9-Nov-24
|
| | | | | | | | ||
Ashish Kulkarni
|
| | | $ | 200,000 | | | | | | 24% | | | |
13-Nov-23
|
| |
12-Nov-24
|
| | | | | | | | ||
Arumilli LLC
|
| | | $ | 500,000 | | | | | | 24% | | | |
15-Dec-23
|
| |
15-Dec-24
|
| | | | | | | | ||
SriSid LLC
|
| | | $ | 210,000 | | | | | | 24% | | | |
15-Dec-23
|
| |
15-Dec-24
|
| | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | $ | 1,960,000 | | | | ||
Total | | | | $ | 5,510,000 | | | | | | | | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| | | | | | | |||||||||
| | |
2023
|
| |
2022
|
| |
Change
|
| |||||||||
Net cash used in operating activities
|
| | | | (4,576,692) | | | | | | (1,633,631) | | | | | | (2,943,061) | | |
Net cash used in investing activities
|
| | | | (510,711) | | | | | | (1,291,388) | | | | | | 780,677 | | |
Net cash provided by financing activities
|
| | | | 4,227,160 | | | | | | 3,451,969 | | | | | | 775,191 | | |
| | |
Pro Forma Combined
(Assuming No Redemption) |
| |
Pro Forma Combined
(Assuming 25% Redemption) |
| |
Pro Forma Combined
(Assuming 50% Redemption) |
| |
Pro Forma Combined
(Assuming 75% Redemption) |
| |
Pro Forma Combined
(Assuming Maximum Redemption) |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| ||||||||||||||||||||||||||||||
New ConnectM public
shares |
| | | | 7,376,125 | | | | | | 29.48% | | | | | | 5,752,849 | | | | | | 24.55% | | | | | | 4,129,573 | | | | | | 18.94% | | | | | | 2,506,297 | | | | | | 12.41% | | | | | | 883,021 | | | | | | 4.28% | | |
Rights issued to Class A common stockholders(1)
|
| | | | 920,000 | | | | | | 3.68% | | | | | | 920,000 | | | | | | 3.93% | | | | | | 920,000 | | | | | | 4.22% | | | | | | 920,000 | | | | | | 4.56% | | | | | | 920,000 | | | | | | 4.47% | | |
Founder Shares(2)
|
| | | | 2,300,000 | | | | | | 9.19% | | | | | | 2,300,000 | | | | | | 9.81% | | | | | | 2,300,000 | | | | | | 10.54% | | | | | | 2,300,000 | | | | | | 11.39% | | | | | | 2,300,000 | | | | | | 11.18% | | |
Meteora Forward Purchase Agreement(3)
|
| | | | — | | | | | | 0.00% | | | | | | 40,000 | | | | | | 0.17% | | | | | | 40,000 | | | | | | 0.18% | | | | | | 40,000 | | | | | | 0.20% | | | | | | 2,055,036 | | | | | | 9.99% | | |
New ConnectM shares issued
in merger to ConnectM(4) |
| | | | 14,422,321 | | | | | | 57.65% | | | | | | 14,422,321 | | | | | | 61.54% | | | | | | 14,422,321 | | | | | | 66.12% | | | | | | 14,422,321 | | | | | | 71.44% | | | | | | 14,422,321 | | | | | | 70.08% | | |
Shares outstanding
|
| | | | 25,018,446 | | | | | | 100.00% | | | | | | 23,435,170 | | | | | | 100.00% | | | | | | 21,811,894 | | | | | | 100.00% | | | | | | 20,188,618 | | | | | | 100.00% | | | | | | 20,580,378 | | | | | | 100.00% | | |
| | |
Shares
|
| |
%
|
| ||||||
ConnectM Common Stock
|
| | | | 5,270,170 | | | | | | 37% | | |
Series Seed Preferred Stock
|
| | | | 2,143,976 | | | | | | 15% | | |
Series Seed-1 Preferred Stock
|
| | | | 303,338 | | | | | | 2% | | |
Series A-1 Preferred Stock
|
| | | | 2,473,673 | | | | | | 17% | | |
Series B-1 Preferred Stock
|
| | | | 2,163,327 | | | | | | 15% | | |
Series B-2 Preferred Stock
|
| | | | 997,801 | | | | | | 7% | | |
Convertible Debt
|
| | | | 1,070,036 | | | | | | 7% | | |
Total
|
| | | | 14,422,321 | | | | | | 100% | | |
| | | | | | | | | | | | | | |
Assuming No
Redemption Scenario |
| |
Assuming Maximum
Redemption Scenario |
| ||||||||||||||||||||||||||||||
| | |
MCAC
(Historical) |
| |
ConnectM
(Historical) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | $ | 5,947 | | | | | $ | 1,160,368 | | | | | $ | 78,702,824 | | | | |
|
(1)
|
| | | | $ | 69,496,787 | | | | | $ | (69,281,038) | | | | |
|
(18)
|
| | | | $ | — | | |
| | | | | | | | | | | | | | | | | (5,254,234) | | | | |
|
(4)
|
| | | | | | | | | | | (215,749) | | | | |
|
(19)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (3,680,000) | | | | |
|
(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (739,457) | | | | |
|
(10)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (68,460) | | | | |
|
(12)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (575,000) | | | | |
|
(13)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (55,201) | | | | |
|
(16)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable, net
|
| | | | — | | | | | | 684,788 | | | | | | — | | | | | | | | | | | | 684,788 | | | | | | — | | | | | | | | | | | | 684,788 | | |
Contract asset
|
| | | | — | | | | | | 343,646 | | | | | | — | | | | | | | | | | | | 343,646 | | | | | | — | | | | | | | | | | | | 343,646 | | |
Convertible note receivable
|
| | | | — | | | | | | 445,000 | | | | | | (445,000) | | | | |
|
(11)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Inventory
|
| | | | — | | | | | | 277,343 | | | | | | — | | | | | | | | | | | | 277,343 | | | | | | — | | | | | | | | | | | | 277,343 | | |
Deferred offering costs
|
| | | | — | | | | | | 1,297,101 | | | | | | (1,297,101) | | | | |
|
(17)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Term extension fees funding
|
| | | | — | | | | | | 2,491,431 | | | | | | (2,491,431) | | | | |
|
(15)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Prepaid expenses and other current assets
|
| | | | 4,167 | | | | | | 650,738 | | | | | | — | | | | | | | | | | | | 654,905 | | | | | | — | | | | | | | | | | | | 654,905 | | |
Income tax receivable
|
| | | | 62,192 | | | | | | — | | | | | | — | | | | | | | | | | | | 62,192 | | | | | | — | | | | | | | | | | | | 62,192 | | |
Total current assets
|
| | | | 72,306 | | | | | | 7,350,415 | | | | | | 64,096,940 | | | | | | | | | | | | 71,519,661 | | | | | | (69,496,787) | | | | | | | | | | | | 2,022,874 | | |
Marketable securities held in trust account
|
| | | | 78,702,824 | | | | | | — | | | | | | (78,702,824) | | | | |
|
(1)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Operating lease right-of- use assets, net
|
| | | | — | | | | | | 283,634 | | | | | | — | | | | | | | | | | | | 283,634 | | | | | | — | | | | | | | | | | | | 283,634 | | |
Finance lease right-of- use assets, net
|
| | | | — | | | | | | 252,231 | | | | | | — | | | | | | | | | | | | 252,231 | | | | | | — | | | | | | | | | | | | 252,231 | | |
Property and equipment, net
|
| | | | — | | | | | | 1,137,699 | | | | | | — | | | | | | | | | | | | 1,137,699 | | | | | | — | | | | | | | | | | | | 1,137,699 | | |
Intangible assets, net
|
| | | | — | | | | | | 2,246,619 | | | | | | — | | | | | | | | | | | | 2,246,619 | | | | | | — | | | | | | | | | | | | 2,246,619 | | |
Goodwill
|
| | | | — | | | | | | 1,840,875 | | | | | | — | | | | | | | | | | | | 1,840,875 | | | | | | — | | | | | | | | | | | | 1,840,875 | | |
Investment recorded at cost
|
| | | | — | | | | | | 45,000 | | | | | | — | | | | | | | | | | | | 45,000 | | | | | | — | | | | | | | | | | | | 45,000 | | |
Total assets
|
| | | $ | 78,775,130 | | | | | $ | 13,156,473 | | | | | $ | (14,605,884) | | | | | | | | | | | $ | 77,325,719 | | | | | $ | (69,496,787) | | | | | | | | | | | $ | 7,828,932 | | |
LIABILITIES, REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | — | | | | | $ | 3,859,737 | | | | | $ | (1,244,933) | | | | |
|
(4)
|
| | | | $ | 2,614,804 | | | | | $ | — | | | | | | | | | | | $ | 2,614,804 | | |
Accrued offering costs
|
| | | | 55,201 | | | | | | — | | | | | | (55,201) | | | | |
|
(16)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Accrued expenses
|
| | | | 3,115,876 | | | | | | 1,718,267 | | | | | | (2,509,301) | | | | |
|
(4)
|
| | | | $ | 2,324,842 | | | | | | — | | | | | | | | | | | | 2,324,842 | | |
Convertible note- related party
|
| | | | 739,457 | | | | | | — | | | | | | (739,457) | | | | |
|
(10)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Convertible note
|
| | | | 445,000 | | | | | | — | | | | | | (445,000) | | | | |
|
(11)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Due to Sponsor-related party
|
| | | | 68,460 | | | | | | — | | | | | | (68,460) | | | | |
|
(12)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Deferred credit – term extension fee funded by acquisition target company
|
| | | | 2,491,431 | | | | | | — | | | | | | (2,491,431) | | | | |
|
(15)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Current portion of long-term debt- related party
|
| | | | — | | | | | | 85,437 | | | | | | — | | | | | | | | | | | | 85,437 | | | | | | — | | | | | | | | | | | | 85,437 | | |
Current portion of long-term debt, net of debt discount
|
| | | | — | | | | | | 11,935,580 | | | | | | — | | | | | | | | | | | | 11,935,580 | | | | | | — | | | | | | | | | | | | 11,935,580 | | |
Current portion of convertible debt, at fair value
|
| | | | — | | | | | | 2,178,685 | | | | | | (2,178,685) | | | | |
|
(9)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Current portion of operating lease liability
|
| | | | — | | | | | | 114,690 | | | | | | — | | | | | | | | | | | | 114,690 | | | | | | — | | | | | | | | | | | | 114,690 | | |
Current portion of finance lease liability
|
| | | | — | | | | | | 99,105 | | | | | | — | | | | | | | | | | | | 99,105 | | | | | | — | | | | | | | | | | | | 99,105 | | |
| | | | | | | | | | | | | | |
Assuming No
Redemption Scenario |
| |
Assuming Maximum
Redemption Scenario |
| ||||||||||||||||||||||||||||||
| | |
MCAC
(Historical) |
| |
ConnectM
(Historical) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||||||||
Contract liabilities
|
| | | | — | | | | | | 1,120,817 | | | | | | — | | | | | | | | | | | | 1,120,817 | | | | | | — | | | | | | | | | | | | 1,120,817 | | |
Income taxes payable
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total current liabilities
|
| | | | 6,915,425 | | | | | | 21,112,318 | | | | | | (9,732,468) | | | | | | | | | | | | 18,295,275 | | | | | | — | | | | | | | | | | | | 18,295,275 | | |
Deferred underwriting fees payable
|
| | | | 3,680,000 | | | | | | — | | | | | | (3,680,000) | | | | |
|
(5)
|
| | | | | — | | | | |
|
—
|
| | | | | | | | | | | — | | |
Forward purchase agreement liability
|
| | | | 18,370,000 | | | | | | — | | | | | | (18,370,000) | | | | |
|
(13)
|
| | | | | — | | | | | | 5,601,799 | | | | |
|
(19)
|
| | | | | 5,601,799 | | |
Noncurrent portion of operating lease liability
|
| | | | — | | | | | | 173,157 | | | | | | — | | | | | | | | | | | | 173,157 | | | | | | — | | | | | | | | | | | | 173,157 | | |
Noncurrent portion of finance lease liability
|
| | | | — | | | | | | 203,081 | | | | | | — | | | | | | | | | | | | 203,081 | | | | | | — | | | | | | | | | | | | 203,081 | | |
Noncurrent portion of debt, net of debt
discount |
| | | | — | | | | | | 1,150,481 | | | | | | — | | | | | | | | | | | | 1,150,481 | | | | | | — | | | | | | | | | | | | 1,150,481 | | |
Total liabilities
|
| | | | 28,965,425 | | | | | | 22,639,037 | | | | | | (31,782,468) | | | | | | | | | | | | 19,821,994 | | | | | | 5,601,799 | | | | | | | | | | | | 25,423,793 | | |
Commitments and contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock subject to possible
redemption |
| | | | 78,733,357 | | | | | | — | | | | | | (78,733,357) | | | | |
|
(2)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Redeemable Convertible Preferred stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Series Seed
|
| | | | — | | | | | | 2,200,000 | | | | | | (2,200,000) | | | | |
|
(3)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Series Seed-1
|
| | | | — | | | | | | 292,625 | | | | | | (292,625) | | | | |
|
(3)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Series A-1
|
| | | | — | | | | | | 3,195,192 | | | | | | (3,195,192) | | | | |
|
(3)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Series B-1
|
| | | | — | | | | | | 3,983,538 | | | | | | (3,983,538) | | | | |
|
(3)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Series B-2
|
| | | | — | | | | | | 2,310,929 | | | | | | (2,310,929) | | | | |
|
(3)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total redeemable convertible preferred stock
|
| | | | — | | | | | | 11,982,284 | | | | | | (11,982,284) | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Stockholders’ (deficit) equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock
|
| | | | 14 | | | | | | — | | | | | | 724 | | | | |
|
(2)
|
| | | | | 2,502 | | | | | | (650) | | | | |
|
(18)
|
| | | | | 2,058 | | |
| | | | | | | | | | | | | | | | | 808 | | | | |
|
(3)
|
| | | | | | | | | | | 206 | | | | |
|
(19)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 230 | | | | |
|
(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 527 | | | | |
|
(7)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 107 | | | | |
|
(9)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 92 | | | | |
|
(14)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Class B common stock
|
| | | | 230 | | | | | | — | | | | | | (230) | | | | |
|
(6)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Common stock (ConnectM)
|
| | | | — | | | | | | 159 | | | | | | (159) | | | | |
|
(7)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Additional paid-in-capital
|
| | | | — | | | | | | 1,307,065 | | | | | | 78,732,633 | | | | |
|
(2)
|
| | | | | 80,273,295 | | | | | | (69,280,389) | | | | |
|
(18)
|
| | | | | (10,508,359) | | |
| | | | | | | | | | | | | | | | | 11,981,476 | | | | |
|
(3)
|
| | | | | | | | | | | (21,501,265) | | | | |
|
(19)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (1,000,000) | | | | |
|
(4)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (368) | | | | |
|
(7)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (11,628,896) | | | | |
|
(8)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,178,578 | | | | |
|
(9)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (92) | | | | |
|
(14)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,297,101) | | | | |
|
(17)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Cash in escrow for forward purchase agreement shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 21,285,311 | | | | |
|
(19)
|
| | | | | 21,285,311 | | |
Accumulated (deficit) equity
|
| | | | (28,923,896) | | | | | | (22,860,351) | | | | | | (500,000) | | | | |
|
(4)
|
| | | | | (22,860,351) | | | | | | (5,601,799) | | | | |
|
(19)
|
| | | | | (28,462,150) | | |
| | | | | | | | | | | | | | | | | 11,628,896 | | | | |
|
(8)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 17,795,000 | | | | |
|
(13)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive income
|
| | | | — | | | | | | 114,624 | | | | | | — | | | | | | | | | | | | 114,624 | | | | | | — | | | | | | | | | | | | 114,624 | | |
Noncontrolling interest
|
| | | | — | | | | | | (26,345) | | | | | | — | | | | | | | | | | | | (26,345) | | | | | | — | | | | | | | | | | | | (26,345) | | |
Total stockholders’ (deficit) equity
|
| | | | (28,923,652) | | | | | | (21,464,848) | | | | | | 107,892,225 | | | | | | | | | | | | 57,503,725 | | | | | | (75,095,586) | | | | | | | | | | | | (17,594,861) | | |
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity
|
| | | $ | 78,775,130 | | | | | $ | 13,156,473 | | | | | $ | (14,605,884) | | | | | | | | | | | $ | 77,325,719 | | | | | $ | (69,496,787) | | | | | | | | | | | $ | 7,828,932 | | |
|
| | | | | | | | | | | | | | |
Assuming No
Redemption Scenario |
| |
Assuming Maximum
Redemption Scenario |
| ||||||||||||||||||||||||||||||
| | |
MCAC
(Historical) |
| |
ConnectM
(Historical) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||||||||
Revenues
|
| | | | — | | | | | | 19,972,239 | | | | | | — | | | | | | | | | | | | 19,972,239 | | | | | | — | | | | | | | | | | | | 19,972,239 | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of services
|
| | | | — | | | | | | 14,934,962 | | | | | | — | | | | | | | | | | | | 14,934,962 | | | | | | — | | | | | | | | | | | | 14,934,962 | | |
Selling, general and administrative
|
| | | | 2,980,863 | | | | | | 12,502,148 | | | | | | 500,000 | | | | |
|
(2)
|
| | | | | 15,983,011 | | | | | | — | | | | | | | | | | | | 15,983,011 | | |
Total operating expenses
|
| | | | 2,980,863 | | | | | | 27,437,110 | | | | | | 500,000 | | | | | | | | | | | | 30,917,973 | | | | | | — | | | | | | | | | | | | 30,917,973 | | |
Loss from operations
|
| | | | (2,980,863) | | | | | | (7,464,871) | | | | | | (500,000) | | | | | | | | | | | | (10,945,734) | | | | | | — | | | | | | | | | | | | (10,945,734) | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividend and interest income
|
| | | | 4,551,468 | | | | | | — | | | | | | (4,551,468) | | | | |
|
(1)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Change in fair value of Forward Purchase Agreement liability
|
| | | | (15,600,000) | | | | | | — | | | | | | 15,025,000 | | | | |
|
(3)
|
| | | | | (575,000) | | | | | | 6,176,799 | | | | |
|
(4)
|
| | | | | 5,601,799 | | |
Interest expense
|
| | | | — | | | | | | (1,431,354) | | | | | | — | | | | | | | | | | | | (1,431,354) | | | | | | — | | | | | | | | | | | | (1,431,354) | | |
Loss on extinguishment of debt
|
| | | | — | | | | | | (370,320) | | | | | | — | | | | | | | | | | | | (370,320) | | | | | | — | | | | | | | | | | | | (370,320) | | |
Other income (expense), net
|
| | | | — | | | | | | 67,691 | | | | | | — | | | | | | | | | | | | 67,691 | | | | | | — | | | | | | | | | | | | 67,691 | | |
Net income (loss) before income taxes
|
| | | | (14,029,395) | | | | | | (9,198,854) | | | | | | 9,973,532 | | | | | | | | | | | | (13,254,717) | | | | | | 6,176,799 | | | | | | | | | | | | (7,077,918) | | |
Income tax provision
|
| | | | (913,808) | | | | | | — | | | | | | 913,808 | | | | |
|
(1)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Net income (loss)
|
| | | $ | (14,943,203) | | | | | $ | (9,198,854) | | | | | $ | 10,887,340 | | | | | | | | | | | $ | (13,254,717) | | | | | $ | 6,176,799 | | | | | | | | | | | $ | (7,077,918) | | |
Noncontrolling interest
|
| | | | — | | | | | | (49,188) | | | | | | | | | | | | | | | | | | (49,188) | | | | | | | | | | | | | | | | | | (49,188) | | |
Net income (loss) attributable to shareholders
|
| | | $ | (14,943,203) | | | | | $ | (9,149,666) | | | | | $ | 10,887,340 | | | | | | | | | | | $ | (13,205,529) | | | | | $ | 6,176,799 | | | | | | | | | | | $ | (7,028,730) | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | 97,613 | | | | | | | | | | | | | | | | | | 97,613 | | | | | | | | | | | | | | | | | | 97,613 | | |
Comprehensive loss
|
| | | $ | (14,943,203) | | | | | $ | (9,052,053) | | | | | $ | 10,887,340 | | | | | | | | | | | $ | (13,107,916) | | | | | $ | 6,176,799 | | | | | | | | | | | $ | (6,931,117) | | |
Weighted average shares outstanding of ConnectM common stock – basic and diluted
|
| | | | | | | | | | 1,588,141 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share – ConnectM common stock
|
| | | | | | | | | $ | (5.76) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class A common stock subject to possible redemption – basic and
diluted |
| | | | 8,909,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share – Class A common stock subject to possible redemption
|
| | | $ | (1.32) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class B common stock – basic and diluted
|
| | | | 2,300,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share – Class B common stock
|
| | | $ | (1.32) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class A common stock – basic and diluted
|
| | | | 138,000 | | | | | | | | | | | | | | | | | | | | | | | | 25,018,446 | | | | | | | | | | | | | | | | | | 20,580,378 | | |
Basic and diluted net loss per share – Class A common stock
|
| | | $ | (1.32) | | | | | | | | | | | | | | | | | | | | | | | $ | (0.53) | | | | | | | | | | | | | | | | | $ | (0.34) | | |
| | |
Pro Forma Combined
(Assuming No Redemption) |
| |
Pro Forma Combined
(Assuming 25% Redemption) |
| |
Pro Forma Combined
(Assuming 50% Redemption) |
| |
Pro Forma Combined
(Assuming 75% Redemption) |
| |
Pro Forma Combined
(Assuming Maximum Redemption) |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| |
Number of
Shares |
| |
%
Ownership |
| ||||||||||||||||||||||||||||||
New ConnectM public
shares |
| | | | 7,376,125 | | | | | | 29.48% | | | | | | 5,752,849 | | | | | | 24.55% | | | | | | 4,129,573 | | | | | | 18.94% | | | | | | 2,506,297 | | | | | | 12.41% | | | | | | 883,021 | | | | | | 4.28% | | |
Rights issued to Class A common stockholders(1)
|
| | | | 920,000 | | | | | | 3.68% | | | | | | 920,000 | | | | | | 3.93% | | | | | | 920,000 | | | | | | 4.22% | | | | | | 920,000 | | | | | | 4.56% | | | | | | 920,000 | | | | | | 4.47% | | |
Founder Shares(2)
|
| | | | 2,300,000 | | | | | | 9.19% | | | | | | 2,300,000 | | | | | | 9.81% | | | | | | 2,300,000 | | | | | | 10.54% | | | | | | 2,300,000 | | | | | | 11.39% | | | | | | 2,300,000 | | | | | | 11.18% | | |
Meteora Forward Purchase Agreement(3)
|
| | | | — | | | | | | 0.00% | | | | | | 40,000 | | | | | | 0.17% | | | | | | 40,000 | | | | | | 0.18% | | | | | | 40,000 | | | | | | 0.20% | | | | | | 2,055,036 | | | | | | 9.99% | | |
New ConnectM shares issued
in merger to ConnectM(4) |
| | | | 14,422,321 | | | | | | 57.65% | | | | | | 14,422,321 | | | | | | 61.54% | | | | | | 14,422,321 | | | | | | 66.13% | | | | | | 14,422,321 | | | | | | 71.44% | | | | | | 14,422,321 | | | | | | 70.08% | | |
Shares outstanding
|
| | | | 25,018,446 | | | | | | 100.00% | | | | | | 23,435,170 | | | | | | 100.00% | | | | | | 21,811,894 | | | | | | 100.00% | | | | | | 20,188,618 | | | | | | 100.00% | | | | | | 20,580,378 | | | | | | 100.00% | | |
| | |
Shares
|
| |
%
|
| ||||||
ConnectM Common Stock
|
| | | | 5,270,170 | | | | | | 37% | | |
Series Seed Preferred Stock
|
| | | | 2,143,976 | | | | | | 15% | | |
Series Seed-1 Preferred Stock
|
| | | | 303,338 | | | | | | 2% | | |
Series A-1 Preferred Stock
|
| | | | 2,473,673 | | | | | | 17% | | |
Series B-1 Preferred Stock
|
| | | | 2,163,327 | | | | | | 15% | | |
Series B-2 Preferred Stock
|
| | | | 997,801 | | | | | | 7% | | |
Convertible Debt
|
| | | | 1,070,036 | | | | | | 7% | | |
Total
|
| | | | 14,422,321 | | | | | | 100% | | |
| | |
Year ended December 31, 2023
Pro Forma Combined |
| |||||||||||||||||||||||||||
(in thousands, except share and per-share data)
|
| |
Assuming No
Redemption |
| |
Assuming 25%
Redemption |
| |
Assuming 50%
Redemption |
| |
Assuming 75%
Redemption |
| |
Assuming
Maximum Redemption |
| |||||||||||||||
Pro forma net loss
|
| | | $ | (13,254,717) | | | | | $ | (13,254,717) | | | | | $ | (13,254,717) | | | | | $ | (13,254,717) | | | | | $ | (7,077,918) | | |
Weighted average shares outstanding-basic and diluted
|
| | | | 25,018,446 | | | | | | 23,435,170 | | | | | | 21,811,895 | | | | | | 20,188,619 | | | | | | 20,580,378 | | |
Net loss per share-basic and diluted
|
| | | $ | (0.53) | | | | | $ | (0.57) | | | | | $ | (0.61) | | | | | $ | (0.66) | | | | | $ | (0.34) | | |
New ConnectM shares
|
| | | | 7,376,125 | | | | | | 5,752,849 | | | | | | 4,129,573 | | | | | | 2,506,297 | | | | | | 880,588 | | |
Rights(1)
|
| | | | 920,000 | | | | | | 920,000 | | | | | | 920,000 | | | | | | 920,000 | | | | | | 920,000 | | |
Founder Shares(2)
|
| | | | 2,300,000 | | | | | | 2,300,000 | | | | | | 2,300,000 | | | | | | 2,300,000 | | | | | | 2,300,000 | | |
Meteora Forward Purchase Agreement(3)
|
| | | | — | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 2,055,036 | | |
New ConnectM shares issued in merger to ConnectM(4)
|
| | | | 14,422,321 | | | | | | 14,422,321 | | | | | | 14,422,321 | | | | | | 14,422,321 | | | | | | 14,422,321 | | |
Shares oustanding
|
| | | | 25,018,446 | | | | | | 23,435,170 | | | | | | 21,811,895 | | | | | | 20,188,619 | | | | | | 20,580,378 | | |
| | |
For the year ended
December 31, 2023 |
| |||||||||
| | |
Pro Forma Combined
|
| |||||||||
| | |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| ||||||
MCAC Public Warrants
|
| | | | 9,200,000 | | | | | | 9,200,000 | | |
MCAC Private Warrants
|
| | | | 3,040,000 | | | | | | 3,040,000 | | |
ConnectM Stock Options
|
| | | | 475,022 | | | | | | 475,022 | | |
ConnectM Warrants
|
| | | | 77,679 | | | | | | 77,679 | | |
Total | | | | | 12,792,700 | | | | | | 12,792,700 | | |
MCAC
|
| |
New ConnectM
|
|
Authorized Capital Stock
|
| |||
MCAC is currently authorized to issue 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock, including (i) 100,000,000 shares of Class A Common Stock, and (ii) 10,000,000 shares of Class B Common Stock, and (b) 1,000,000 shares of preferred stock. | | |
Under the Proposed Charter, ConnectM will be authorized to issue 110,000,000 shares, consisting of (a) 100,000,000 shares of common stock, and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share.
At the Effective Time, each share of MCAC’s Class A Common Stock and MCAC Class B Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time will be reclassified as and converted into one share of common stock, par value $0.0001 per share. Any stock certificate or book entry representing shares of MCAC’s Class A Common Stock and Class B Common Stock will thereafter represent a number of whole shares of common stock into which such shares of MCAC’s Class A Common Stock and Class B Common Stock shall have been reclassified.
Upon consummation of the Business Combination, we expect there will be 26,490,606 shares of New ConnectM Common Stock (assuming no redemptions) outstanding. Following consummation of the Business Combination, New ConnectM is not expected to have any preferred stock outstanding.
|
|
MCAC
|
| |
New ConnectM
|
|
Rights of Preferred Stock
|
| |||
The MCAC Board is hereby expressly authorized to provide out of the unissued shares of the preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL. | | | The New ConnectM board is hereby expressly authorized to provide out of the unissued shares of the preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL. | |
Number and Qualification of Directors
|
| |||
The number of directors of MCAC, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by the MCAC Board pursuant to a resolution adopted by a majority of the MCAC Board. | | | Under the Proposed Charter, the number of directors, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by the New ConnectM board of directors pursuant to a resolution adopted by a majority of the New ConnectM board of directors. | |
Classification of the Board of Directors
|
| |||
The Current Charter provides that the Board will be initially divided into two classes (Class I and Class II) with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. | | | The Proposed Charter provides that New ConnectM’s board of directors will be initially divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. | |
Election of Directors
|
| |||
At MCAC’s annual meeting, stockholders elect directors to hold office until the next annual meeting, or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal.
The election of directors is determined by a plurality of the votes cast at an annual meeting of stockholders by holders of MCAC’s Common Stock.
|
| |
The stockholders shall elect directors, each of whom will hold office until his or her successor is duly elected or qualified at the annual meeting for the year in which his or her term expires, or until his or her earlier death, resignation, retirement, disqualification or removal.
The election of directors is determined by a plurality of the votes cast at an annual meeting of stockholders by holders of New ConnectM’s Common Stock.
|
|
MCAC
|
| |
New ConnectM
|
|
Removal of Directors
|
| |||
Subject to the rights of the holders of any series of preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of MCAC entitled to vote generally in the election of directors, voting together as a single class. | | | Subject to the special rights of the holders of one or more outstanding series of preferred stock, the New ConnectM board of directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (662∕3%) of the voting power of all the then outstanding shares of voting stock entitled to vote at an election of directors. | |
Voting
|
| |||
Except as otherwise required by law or the Current Charter, holders of the MCAC Common Stock possess all voting power with respect to MCAC. The holders of shares of MCAC Common Stock shall be entitled to one vote for each such share on each matter properly submitted to MCAC’s stockholders on which the holders of shares of MCAC Common Stock are entitled to vote.
Except as otherwise required by applicable law, or the Current Charter, at any annual or special meeting of the stockholders, holders of MCAC Class A Common Stock and MCAC Class B Common Stock voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. However holders of shares of any series of common stock are not entitled to vote on any amendment to the Current Charter that relates solely to the terms of one or more outstanding series of MCAC preferred stock if the holders of such affected series of MCAC preferred stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or applicable law.
|
| | Holders of New ConnectM Common Stock will be entitled to one vote for each share on each matter submitted to a vote of stockholders; provided that, except as otherwise required by applicable law, holders of New ConnectM Common Stock will not be entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of one or more outstanding series of New ConnectM Preferred Stock, if the holders of such affected series of New ConnectM Preferred Stock are exclusively entitled to vote thereon pursuant to the Proposed Charter or applicable law. | |
Cumulative Voting
|
| |||
Delaware law allows for cumulative voting only if provided for in a corporation’s certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. | |
Vacancies on the Board of Directors
|
| |||
Subject to the rights of the holders of any series of preferred stock, newly created directorships resulting from an increase in the number of directors and any vacancies on the board resulting from death, resignation, retirement, disqualification, removal or other cause are filled by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director. | | | The Proposed Charter provides that any vacancy on the board of directors, including a vacancy resulting from an enlargement of the board, may be filled only by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (other than any directors elected by the separate vote of one or more outstanding series of preferred stock). Stockholders cannot fill vacancies on the board of directors. | |
MCAC
|
| |
New ConnectM
|
|
Any director so chosen will hold office for the remainder of the full term and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | | | | |
Special Meeting of the Board of Directors
|
| |||
Special meetings of the MCAC Board may be called by the Chairman of the Board, Chief Executive Officer, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be. | | | Special meetings of the board of directors may be called by the Chairman of the board, Chief Executive Officer, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be. | |
Stockholder Action by Written Consent
|
| |||
Under the Current Charter, any action required or permitted to be taken by the stockholders of MCAC must be effected by a duly called annual or special meeting and may not be effected by written consent of the stockholders other than with respect to Class B Common Stock, with respect to which action may be taken by written consent. There is no provision in MCAC’s bylaws which allows for stockholder action without a duly called annual or special meeting. | | | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New ConnectM must be effected at an annual or special meeting of the stockholders and may not be effected by written consent; provided, however, any action required or permitted to be taken by the holders of any series of preferred stock may be effected by written consent to the extent expressly so provided by the applicable certificate of designation relating to such series of preferred stock, if such written consent is signed by the holders of outstanding shares of the relevant series of preferred stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
Amendment to Certificate of Incorporation
|
| |||
Pursuant to Delaware law, an amendment to the charter generally requires the approval of the Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class.
Article IX of the Current Charter relating to Business Combination requirements may not be amended prior to the consummation of MCAC’s initial Business Combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of MCAC Common Stock.
|
| | The Proposed Charter will provide that the Proposed Charter may be amended in accordance with the DGCL. | |
Amendment of the Bylaws
|
| |||
The MCAC Board is expressly authorized to adopt, alter, amend or repeal the amended and restated bylaws by the affirmative vote of a majority of the MCAC Board. The bylaws may also be adopted, amended, altered or repealed by the MCAC stockholders representing at least 66.7% of the voting power of all outstanding shares of capital stock of MCAC. | | | Under the Proposed Charter, the New ConnectM board of directors is expressly authorized to adopt, alter, amend or repeal the amended bylaws of in accordance with the DGCL; provided that, in addition to any vote required by the DGCL, the adoption, amendment or repeal of the bylaws of the Combined Company by New ConnectM stockholders will require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the | |
MCAC
|
| |
New ConnectM
|
|
| | | voting power of all of the then outstanding shares of capital stock of New ConnectM entitled to vote generally in an election of directors voting together as a single class. | |
Quorum
|
| |||
Board of Directors. A majority of the MCAC Board constitutes a quorum at any meeting of the MCAC Board.
Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum; except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum.
|
| |
Board of Directors. A majority of New ConnectM board of directors constitutes a quorum at any meeting of New ConnectM board of directors.
Stockholders. The presence, in person or by proxy, of the holders of shares of outstanding capital stock of New ConnectM representing one-third (33 and 1/3%) of the voting power of all outstanding shares of capital stock of New ConnectM entitled to vote at such meeting shall constitute a quorum.
|
|
Interested Directors
|
| |||
MCAC renounces any expectancy that any of the MCAC directors or officers will offer any corporate opportunity in which he or she may become aware to MCAC, except with respect to any of the directors or officers of MCAC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of MCAC and (i) such opportunity is one that MCAC is legally and contractually permitted to undertake and would otherwise be reasonable for MCAC to pursue and (ii) to the extent the director or officer is permitted to refer that opportunity to MCAC without violating another legal obligation. | | | New ConnectM renounces any expectancy that any of the New ConnectM directors or officers will offer any corporate opportunity in which he or she may become aware to New ConnectM, except with respect to any of the directors or officers of New ConnectM with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of New ConnectM and (i) such opportunity is one that New ConnectM is legally and contractually permitted to undertake and would otherwise be reasonable for New ConnectM to pursue and (ii) to the extent the director or officer is permitted to refer that opportunity to New ConnectM without violating another legal obligation. | |
Special Stockholder Meeting
|
| |||
The MCAC bylaws provide that a special meeting of stockholders may be called by the Chairman of the Board, the Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person. | | | Subject to the special rights of the holders of any outstanding series of preferred stock, special meetings of the stockholders of New ConnectM may be called only by the Chairman of the board, the Chief Executive Officer of New ConnectM, or the board of directors pursuant to a resolution adopted by a majority of the board of directors, and the ability of the stockholders of New ConnectM to call a special meeting is hereby specifically denied. | |
Notice of Stockholder Meeting
|
| |||
Written notice stating the place, if any, date and time of each meeting of MCAC’s stockholders, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to | | | Written notice stating the place, if any, date and time of each meeting of New ConnectM’s stockholders, the means of remote communication, if any, by which stockholders and proxy holders | |
MCAC
|
| |
New ConnectM
|
|
be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than 10 nor more than 60 days before the date of the meeting, unless otherwise required by Delaware law.
Whenever notice is required to be given to any MCAC stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL.
|
| |
may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than 10 nor more than 60 days before the date of the meeting, unless otherwise required by Delaware law.
Whenever notice is required to be given to any New ConnectM stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL.
|
|
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
|
| |||
No business may be transacted at an annual meeting of MCAC stockholders, other than business that is either (i) specified in MCAC’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the MCAC Board or (iii) otherwise properly brought before the annual meeting by any MCAC stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in the MCAC bylaws.
The MCAC stockholder must (i) give timely notice thereof in proper written form to the Secretary, and (ii) the business must be a proper matter for stockholder action. To be timely, an MCAC stockholder’s notice must be received by the Secretary at the principal executive offices of MCAC not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting, is first made by MCAC. The public announcement of an adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice.
|
| |
No business may be transacted at an annual meeting of New ConnectM stockholders, other than business that is either (i) specified in New ConnectM’s notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (ii) otherwise properly brought before the annual meeting by or at the direction of the New ConnectM board of directors or (iii) otherwise properly brought before the annual meeting by any New ConnectM stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in the New ConnectM bylaws.
The New ConnectM stockholder must (i) give timely notice thereof in proper written form to the Secretary, and (ii) the business must be a proper matter for stockholder action. To be timely, a New ConnectM stockholder’s notice must be received by the Secretary at the principal executive offices of New ConnectM not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting, is first made by New ConnectM. The public announcement of an adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice.
|
|
MCAC
|
| |
New ConnectM
|
|
Stockholder Nominations of Persons for Election as Directors
|
| |||
Nominations of persons for election to the MCAC Board may be made (i) by or at the direction of the Board, or (ii) by any stockholder of MCAC who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who gives proper notice.
To give timely notice, a stockholder’s notice must be given in proper writing to the Secretary of MCAC at the principal executive offices of MCAC either (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders (in most cases) and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made.
|
| |
Nominations of persons for election to the New ConnectM Board may be made (i) by or at the direction of the Board, or (ii) by any stockholder of New ConnectM who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who gives proper notice.
To give timely notice, a stockholder’s notice must be given in proper writing to the Secretary of New ConnectM at the principal executive offices of New ConnectM either (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders (in most cases) and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made.
|
|
Limitation of Liability of Directors and Officers
|
| |||
The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.
The Current Charter provides that no director will be personally liable to MCAC or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent an exemption from liability or limitation is not permitted under the DGCL, as the same exists or may hereafter be amended unless they violated their duty of loyalty to MCAC or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors.
|
| |
The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.
The Proposed Charter provides that no director or officer will be personally liable to New ConnectM or its stockholders for monetary damages for breach of fiduciary duty as a director.
|
|
Indemnification of Directors, Officers, Employees and Agents
|
| |||
The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory | |
MCAC
|
| |
New ConnectM
|
|
provisions governing indemnity.
The Current Charter provides that MCAC will indemnify each director, officer, employee and agent to the fullest extent permitted by the DGCL.
|
| |
provisions governing indemnity.
The Proposed Charter provides that New ConnectM may indemnify each director, officer, employee and agent to the fullest extent permitted by the DGCL.
|
|
Dividends
|
| |||
Unless further restricted in a company’s certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
The Current Charter provides that, subject to applicable law and the rights, if any, of outstanding shares of preferred stock, the holders of shares of MCAC Common Stock will be entitled to receive dividends and other distributions (payable in cash, property, or capital stock of MCAC) when, as, and if declared by the Board from time to time out of any assets or funds of MCAC legally available thereof, and shall share equally on a per share basis in such dividends and distributions.
|
| |
Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
The Proposed Charter provides that subject to applicable law, and the rights, if any, of outstanding shares of preferred stock, the holders of shares of common stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of New ConnectM) when, as and if declared thereon by the Board from time to time out of any assets or funds of New ConnectM legally available therefor and shall share equally on a per share basis in such dividends and distributions.
|
|
Liquidation
|
| |||
Subject to applicable law and the rights, if any, of the holders of any outstanding shares of preferred stock, the Current Charter provides that following the payment or provision for payment of the debts and other liabilities of MCAC in the event of an voluntary or involuntary liquidation, dissolution, or winding up of MCAC, the holders of shares of MCAC Common Stock shall be entitled to receive all the remaining assets of MCAC available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B Common Stock) common stock held by them. | | | Subject to applicable law and the rights, if any, of the holders of any outstanding shares of preferred stock, the Proposed Charter provides that following the payment or provision for payment of the debts and other liabilities of New ConnectM in the event of an voluntary or involuntary liquidation, dissolution, or winding up of New ConnectM, the holders of shares of New ConnectM Common Stock shall be entitled to receive all the remaining assets of New ConnectM available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | |
MCAC
|
| |
New ConnectM
|
|
Supermajority Voting Provisions
|
| |||
Article IX of the Current Charter relating to the business combination requirements may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of MCAC Common Stock. | | |
Under the Proposed Charter, in addition to any vote required by DGCL, the adoption, amendment or repeal of the bylaws by New ConnectM stockholders will require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of capital stock of New ConnectM entitled to vote generally in an election of directors voting together as a single class.
Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law, any director or the entire New ConnectM board of directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of capital stock of New ConnectM entitled to vote generally in the election of directors, voting together as a single class.
|
|
Anti-Takeover Provisions and Other Stockholder Protections
|
| |||
The anti-takeover provisions and other stockholder protections in the Current Charter include the ability of the Board to designate the terms of and issue new series of preferred shares.
Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of MCAC voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions.
|
| |
The anti-takeover provisions and other stockholder protections in the Proposed Charter include the ability of the Board to designate the terms of and issue new series of preferred shares.
Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of a company’s voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. The Proposed Charter expressly elects not to be governed by Section 203 of the DGCL.
|
|
Preemptive Rights
|
| |||
There are no preemptive rights relating to the MCAC Common Stock. | | | There are no preemptive rights relating to the shares of New ConnectM Common Stock. | |
Fiduciary Duties of Directors
|
| |||
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters | | | Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of a board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters | |
MCAC
|
| |
New ConnectM
|
|
such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The MCAC Board may exercise all such powers of MCAC and do all such lawful acts and things as may be exercised or done, subject to the provisions of the DGCL, the Current Charter or MCAC’s bylaws adopted by stockholders.
|
| |
such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The New ConnectM board of directors may exercise all such powers of New ConnectM and do all such lawful acts and things as may be exercised or done, subject to the provisions of the DGCL, the Proposed Charter or the amended bylaws adopted by stockholders.
|
|
Inspection of Books and Records
|
| |||
Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. MCAC’s bylaws permit MCAC’s books and records to be kept within or outside Delaware at such place or places as may from time to time be designated by the Board. | | | Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. The New ConnectM bylaws permit New ConnectM’s books and records to be kept within or outside Delaware at such place or places as may from time to time be designated by the Board | |
Choice of Forum
|
| |||
The Current Charter consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative proceeding brought on behalf of MCAC, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of MCAC to MCAC or MCAC’s stockholders, (iii) any action asserting a claim against MCAC, its directors, officers or employees arising pursuant to any provision of the DGCL or the Current Charter or the bylaws, or (iv) any action asserting a claim against MCAC, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten | | | Unless New ConnectM consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative proceeding brought on behalf of New ConnectM, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New ConnectM to New ConnectM or New ConnectM’s stockholders, (iii) any action asserting a claim against New ConnectM, its directors, officers or employees arising pursuant to any provision of the DGCL or this Proposed Charter or the bylaws, or (iv) any action asserting a claim against New ConnectM, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal | |
MCAC
|
| |
New ConnectM
|
|
days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction.
Notwithstanding the foregoing, this forum selection provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction, and (ii) unless MCAC consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, as amended, or the rules and regulations promulgated thereunder.
If any action the subject matter of which is within the scope of clause of the immediately preceding sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder.
|
| |
jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction.
Notwithstanding the foregoing, this forum selection provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction, and (ii) unless New ConnectM consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, as amended, or the rules and regulations promulgated thereunder.
If any action the subject matter of which is within the scope of clause of the immediately preceding sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder.
|
|
| | |
Pre-Business
Combination |
| |
Post-Business Combination
|
| ||||||||||||||||||||||||||||||
| | |
Number of Shares
|
| |
Assuming
No Redemption |
| |
Assuming Maximum
Redemption |
| |||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| ||||||||||||||||||
Directors and Executive Officers of MCAC Before the
Business Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bala Padmakumar(2)
|
| | | | 1,625,000 | | | | | | 16.8 | | | | | | 4,665,000 | | | | | | 16.6 | | | | | | 4,665,000 | | | | | | 19.7 | | |
Vivek Soni
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Daniel Davis
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Leela Gray
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Kathy Cuocolo
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Stephen Markscheid
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
All directors and executive officers of MCAC prior to
the business combinations as a group (six individuals) |
| | | | 1,700,000 | | | | | | 17.6 | | | | | | 1,700,000 | | | | | | 6.1 | | | | | | 1,700,000 | | | | | | 7.1 | | |
Five Percent Holders of MCAC Before the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Monterrey Acquisition Sponsor, LLC(2)
|
| | | | 1,625,000 | | | | | | 16.8 | | | | | | 4,665,000 | | | | | | 16.6 | | | | | | 4,665,000 | | | | | | 19.7 | | |
Yakira Partners, L.P.(3)
|
| | | | 721,800 | | | | | | 7.5 | | | | | | 721,800 | | | | | | 2.6 | | | | | | 721,800 | | | | | | 3.1 | | |
Wolverine Asset Management LLC(4)
|
| | | | 579,688 | | | | | | 6.0 | | | | | | 579,688 | | | | | | 2.1 | | | | | | 579,688 | | | | | | 2.5 | | |
Periscope Capital, Inc.(5)
|
| | | | 500,000 | | | | | | 5.2 | | | | | | 500,000 | | | | | | 1.8 | | | | | | 500,000 | | | | | | 2.1 | | |
ATW SPAC Management, LLC(6)
|
| | | | 638,400 | | | | | | 6.6 | | | | | | 638,400 | | | | | | 2.3 | | | | | | 638,400 | | | | | | 2.7 | | |
Mizuho Financial Group Inc.(7)
|
| | | | 549,984 | | | | | | 5.7 | | | | | | 549,984 | | | | | | 2.0 | | | | | | 549,984 | | | | | | 2.3 | | |
Lighthouse Investment Partners, LLC(8)
|
| | | | 638,400 | | | | | | 6.7 | | | | | | 638,400 | | | | | | 2.3 | | | | | | 638,400 | | | | | | 2.7 | | |
Entities affiliated with Glazer Capital, LLC(9)
|
| | | | 684,505 | | | | | | 7.1 | | | | | | 684,505 | | | | | | 2.4 | | | | | | 684,505 | | | | | | 2.9 | | |
Directors and Executive Officers of ConnectM Before the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bhaskar Panigrahi
|
| | | | 0 | | | | | | 0 | | | | | | 3,977,288 | | | | | | 14.2 | | | | | | 3,977,288 | | | | | | 16.8 | | |
Girish Subramanya
|
| | | | 0 | | | | | | 0 | | | | | | 432,770 | | | | | | 1.5 | | | | | | 432,770 | | | | | | 1.8 | | |
Kevin Stateham
|
| | | | 0 | | | | | | 0 | | | | | | 24,967 | | | | | | * | | | | | | 24,967 | | | | | | * | | |
Mahesh Choudhury
|
| | | | 0 | | | | | | 0 | | | | | | 77,798 | | | | | | * | | | | | | 77,798 | | | | | | * | | |
All directors and executive officers of ConnectM prior to the business combination as a group (four individuals)
|
| | | | 0 | | | | | | 0 | | | | | | 4,512,823 | | | | | | 16.1 | | | | | | 4,512,823 | | | | | | 18.7 | | |
Five Percent Holders of ConnectM Before the Business
Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bhaskar Panigrahi(10)
|
| | | | 0 | | | | | | 0 | | | | | | 3,977,288 | | | | | | 14.2 | | | | | | 3,977,288 | | | | | | 16.8 | | |
Win-Light Capital, Co.
|
| | | | 0 | | | | | | 0 | | | | | | 1,999,723 | | | | | | 7.1 | | | | | | 1,999,723 | | | | | | 8.5 | | |
Directors and Executive Officers of New ConnectM following the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bala Padmakumar(2)
|
| | | | 1,625,000 | | | | | | 16.7 | | | | | | 4,665,000 | | | | | | 16.6 | | | | | | 4,665,000 | | | | | | 19.7 | | |
Bhaskar Panigrahi(10)
|
| | | | 0 | | | | | | 0 | | | | | | 3,977,288 | | | | | | 14.2 | | | | | | 3,977,288 | | | | | | 16.8 | | |
Girish Subramanya
|
| | | | 0 | | | | | | 0 | | | | | | 432,770 | | | | | | 1.5 | | | | | | 432,770 | | | | | | 1.8 | | |
Kevin Stateham(11)
|
| | | | 0 | | | | | | 0 | | | | | | 24,967 | | | | | | * | | | | | | 24,967 | | | | | | * | | |
Mahesh Choudhury(12)
|
| | | | 0 | | | | | | 0 | | | | | | 77,798 | | | | | | * | | | | | | 77,798 | | | | | | * | | |
Gautam Barua
|
| | | | 0 | | | | | | 0 | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
| | |
Pre-Business
Combination |
| |
Post-Business Combination
|
| ||||||||||||||||||||||||||||||
| | |
Number of Shares
|
| |
Assuming
No Redemption |
| |
Assuming
Maximum Redemption |
| |||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| ||||||||||||||||||
Kathy Cuocolo
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Stephen Markscheid
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
All directors and executive officers of New ConnectM
following the Business Combination as a group (eight individuals) |
| | | | 1,675,000 | | | | | | 17.3 | | | | | | 9,227,823 | | | | | | 32.9 | | | | | | 9,227,823 | | | | | | 39.0 | | |
Five Percent Holders of New ConnectM following the Business Combination:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bhaskar Panigrahi(10)
|
| | | | 0 | | | | | | 0 | | | | | | 3,977,288 | | | | | | 14.2 | | | | | | 3,977,288 | | | | | | 16.8 | | |
Win-Light Capital, Co.
|
| | | | 0 | | | | | | 0 | | | | | | 1,999,723 | | | | | | 7.1 | | | | | | 1,999,723 | | | | | | 8.5 | | |
Monterrey Acquisition Sponsor, LLC(2)
|
| | | | 0 | | | | | | 0 | | | | | | 4,665,000 | | | | | | 16.6 | | | | | | 4,665,000 | | | | | | 19.7 | | |
Entities affiliated with Meteora Special Opportunity Fund(13)
|
| | | | 60,000 | | | | | | * | | | | | | 60,000 | | | | | | * | | | | | | 2,055,036 | | | | | | 9.9 | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers | | | | | | | |
Bhaskar Panigrahi | | | 55 | | | Chairman of the Board and Chief Executive Officer | |
Bala Padmakumar | | | 63 | | | Vice-Chairman of the Board, Corporate Development | |
Daniel Davis | | | 58 | | | Interim Chief Financial Officer | |
Girish Subramanya | | | 46 | | | Chief Technology Officer | |
Vivek Soni | | | 65 | | | Chairman of Advisory Board, Business Development and Partnerships | |
Mahesh Choudhury | | | 54 | | | Vice President, US Operations | |
Kevin Stateham | | | 54 | | | Vice President, Sales and Corporate Development | |
Non-Employee Directors
|
| | | | | | |
Kathy Cuocolo(1)(2)(3) | | | 71 | | | Director | |
Stephen Markscheid(1)(2)(3) | | | 69 | | | Director | |
Gautam Barua(1)(2)(3) | | | 51 | | | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
option awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Non-Qualified
Deferred Compensation Plan Earnings ($) |
| |
All
Other Compensation ($) |
| |
Total
compensation ($) |
| ||||||||||||||||||||||||
Bhaskar Panigrahi,
Chairman and Chief Executive Officer |
| | | | 2023 | | | | | | 175,000 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 175,000 | | |
| | | 2022 | | | | | | 125,000 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,000 | | | ||
| | | 2021 | | | | | | 100,000 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000 | | | ||
Mahesh Choudhury,
VP, U.S. Operations |
| | | | 2023 | | | | | | 145,000 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 145,000 | | |
| | | 2022 | | | | | | 130,000 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,000 | | | ||
| | | 2021 | | | | | | 120,000 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | | ||
Girish Subramanya,
Chief Technology Officer |
| | | | 2023 | | | | | | 67,000* | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 67,000 | | |
| | | 2022 | | | | | | 75,250** | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,250 | | | ||
| | | 2021 | | | | | | 73,815*** | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,815 | | | ||
Kevin Stateham,
VP, Sales and Corporate Development |
| | | | 2023 | | | | | | 130,000 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,000 | | |
| | | 2022 | | | | | | 117,000 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 118,000 | | | ||
| | | 2021 | | | | | | 110,000 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 108,000 | | |
| | |
Stock Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Number of
securities underlying unexercised stock options exercisable (#) |
| |
Number of
securities underlying unexercised stock options unexercisable (#) |
| |
Stock
option exercise price ($) |
| |
Stock option
expiration date |
| |
Number of
shares or units of stock that have not vested (#) |
| |
Market value
of shares of units of stock that have not vested ($) |
| |||||||||||||||
Kevin Stateham
|
| | | | 0 | | | | | | 7,500 | | | | | $ | 1.66 | | | |
December 31, 2029
|
| | | | 0 | | | | | | 0 | | |
Mahesh Choudhury
|
| | | | 0 | | | | | | 15,870 | | | | | $ | 1.66 | | | |
April 1, 2028
|
| | | | 0 | | | | | | 0 | | |
Mahesh Choudhury
|
| | | | 0 | | | | | | 7,500 | | | | | $ | 1.66 | | | |
November 15, 2030
|
| | | | 0 | | | | | | 0 | | |
| | |
Stock Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
shares acquired on exercise |
| |
Value realized
on exercise ($)(1) |
| |
Number of
shares acquired on vesting (#) |
| |
Value
realized on vesting ($)(2) |
| ||||||||||||
Kevin Stateham
|
| | | | 0 | | | | | $ | 0.00 | | | | | | 0 | | | | | $ | 0 | | |
Mahesh Choudhury
|
| | | | 0 | | | | | $ | 0.00 | | | | | | 0 | | | | | $ | 0 | | |
| | |
Page
|
| |||
Audited Financial Statements of Monterey Capital Acquisition Corporation | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Audited Financial Statements of ConnectM Technology Solutions, Inc. | | | | | | | |
| | | | | F-30 | | | |
| Financial Statements: | | | | | | | |
| | | | | F-31 | | | |
| | | | | F-32 | | | |
| | | | | F-33 | | | |
| | | | | F-34 | | | |
| | | | | F-35 | | |
| | |
December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 5,947 | | | | | $ | 5,938 | | |
Prepaid expenses
|
| | | | 4,167 | | | | | | 6,783 | | |
Income taxes receivable
|
| | | | 62,192 | | | | | | — | | |
Total current assets
|
| | | | 72,306 | | | | | | 12,721 | | |
Marketable securities held in trust account
|
| | | | 78,702,824 | | | | | | 94,209,804 | | |
Total assets
|
| | | $ | 78,775,130 | | | | | $ | 94,222,525 | | |
Liabilities and Stockholders’ Equity (Deficit) | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accrued offering costs
|
| | | $ | 55,201 | | | | | $ | 225,201 | | |
Accrued expenses
|
| | | | 3,115,876 | | | | | | 1,425,780 | | |
Convertible note – related party
|
| | | | 739,457 | | | | | | 157,000 | | |
Convertible note
|
| | | | 445,000 | | | | | | — | | |
Due to Sponsor – related party
|
| | | | 68,460 | | | | | | 9,960 | | |
Deferred credit – term extension fee funded by acquisition target company
|
| | | | 2,491,431 | | | | | | — | | |
Income taxes payable
|
| | | | — | | | | | | 240,507 | | |
Total current liabilities
|
| | | | 6,915,425 | | | | | | 2,058,448 | | |
Deferred underwriting fees payable
|
| | | | 3,680,000 | | | | | | 3,680,000 | | |
Forward Purchase Agreement liability
|
| | | | 18,370,000 | | | | | | 2,770,000 | | |
Total liabilities
|
| | | | 28,965,425 | | | | | | 8,508,448 | | |
Commitments and Contingencies (Note 8) | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 7,238,125 and 9,200,000 shares subject to possible redemption issued and outstanding as of December 31, 2023 and 2022, respectively
|
| | | | 78,733,357 | | | | | | 93,768,637 | | |
Stockholders’ Equity (Deficit): | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and
outstanding |
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized;
138,000 shares not subject to possible redemption (excluding Class A common stock subject to possible redemption) as of December 31, 2023 and 2022 |
| | | | 14 | | | | | | 14 | | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,300,000 shares issued and outstanding as of December 31, 2023 and 2022
|
| | | | 230 | | | | | | 230 | | |
Accumulated deficit
|
| | | | (28,923,896) | | | | | | (8,054,804) | | |
Total stockholders’ deficit
|
| | | | (28,923,652) | | | | | | (8,054,560) | | |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
|
| | | $ | 78,775,130 | | | | | $ | 94,222,525 | | |
| | |
For the years ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
General and administrative expenses
|
| | | $ | 2,980,863 | | | | | $ | 2,098,401 | | |
Loss from operations
|
| | | | (2,980,863) | | | | | | (2,098,401) | | |
Other income (expense): | | | | | | | | | | | | | |
Dividend and interest income
|
| | | | 4,551,468 | | | | | | 1,289,804 | | |
Other income
|
| | | | — | | | | | | 55,466 | | |
Loss on change in fair value of Forward Purchase Agreement liability
|
| | | | (15,600,000) | | | | | | (2,770,000) | | |
Loss before income taxes
|
| | | | (14,029,395) | | | | | | (3,523,131) | | |
Income tax provision
|
| | | | (913,808) | | | | | | (240,507) | | |
Net Loss
|
| | | $ | (14,943,203) | | | | | $ | (3,763,638) | | |
Weighted average shares outstanding of Class A common stock subject to possible redemption
|
| | | | 8,909,750 | | | | | | 5,872,877 | | |
Basic and diluted net loss per share, Class A common stock subject to possible redemption (see Note 2)
|
| | | $ | (1.32) | | | | | $ | (0.46) | | |
Weighted average shares outstanding of Class A common stock not subject to
redemption |
| | | | 138,000 | | | | | | 88,093 | | |
Basic and diluted net loss per share, Class A common stock (see Note 2) not subject to redemption
|
| | | $ | (1.32) | | | | | $ | (0.46) | | |
Weighted average shares outstanding of Class B common stock
|
| | | | 2,300,000 | | | | | | 2,191,507 | | |
Basic and diluted net loss per share, Class B common stock (see Note 2)
|
| | | $ | (1.32) | | | | | $ | (0.46) | | |
| | |
Common Stock Subject to
Possible Redemption |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity (Deficit) |
| |||||||||||||||||||||||||||||||||||||||
| | |
Class A
|
| | |
Class A
|
| |
Class B
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance – January 1, 2023
|
| | | | 9,200,000 | | | | | $ | 93,768,637 | | | | | | | 138,000 | | | | | $ | 14 | | | | | | 2,300,000 | | | | | $ | 230 | | | | | $ | — | | | | | $ | (8,054,804) | | | | | $ | (8,054,560) | | |
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned
|
| | | | — | | | | | | 3,434,458 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,434,458) | | | | | | (3,434,458) | | |
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments
|
| | | | — | | | | | | 2,491,431 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,491,431) | | | | | | (2,491,431) | | |
Redemption of Class A common stock
|
| | | | (1,961,875) | | | | | | (20,961,169) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,943,203) | | | | | | (14,943,203) | | |
Balance – December 31, 2023
|
| | | | 7,238,125 | | | | | $ | 78,733,357 | | | | | | | 138,000 | | | | | $ | 14 | | | | | | 2,300,000 | | | | | $ | 230 | | | | | $ | — | | | | | $ | (28,923,896) | | | | | $ | (28,923,652) | | |
| | |
Common Stock Subject to
Possible Redemption |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity (Deficit) |
| |||||||||||||||||||||||||||||||||||||||
| | |
Class A
|
| | |
Class A
|
| |
Class B
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance – January 1, 2022
|
| | | | — | | | | | $ | — | | | | | | | — | | | | | $ | — | | | | | | 2,300,000 | | | | | $ | 230 | | | | | $ | 24,770 | | | | | $ | (19,889) | | | | | $ | 5,111 | | |
Issuance of Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,040,000 | | | | | | — | | | | | | 3,040,000 | | |
Issuance of Class A Common stock, net of
issuance costs of $8,139,659 |
| | | | 9,200,000 | | | | | | 77,893,526 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Public Warrants, net of issuance costs of $152,515
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,460,494 | | | | | | — | | | | | | 1,460,494 | | |
Issuance of Rights, net of issuance costs of
$406,736 |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,894,923 | | | | | | — | | | | | | 3,894,923 | | |
Fair value of underwriter’s overallotment options exercised
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,147 | | | | | | — | | | | | | 52,147 | | |
Deemed capital contribution by the Sponsor through transfer of Class B shares
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,508,632 | | | | | | — | | | | | | 2,508,632 | | |
Issuance of Representative Shares
|
| | | | — | | | | | | — | | | | | | | 138,000 | | | | | | 14 | | | | | | — | | | | | | — | | | | | | 622,868 | | | | | | — | | | | | | 622,882 | | |
Accretion to redemption value of Class A Common stock subject to possible redemption
|
| | | | — | | | | | | 15,026,474 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,603,834) | | | | | | (3,422,640) | | | | | | (15,026,474) | | |
Accretion to redemption value of Class A
Common stock subject to possible redemption due to dividend and interest earned |
| | | | — | | | | | | 848,637 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (848,637) | | | | | | (848,637) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,763,638) | | | | | | (3,763,638) | | |
Balance – December 31, 2022
|
| | | | 9,200,000 | | | | | $ | 93,768,637 | | | | | | | 138,000 | | | | | $ | 14 | | | | | | 2,300,000 | | | | | $ | 230 | | | | | $ | — | | | | | $ | (8,054,804) | | | | | $ | (8,054,560) | | |
| | |
For the years ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (14,943,203) | | | | | $ | (3,763,638) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Dividend and interest income
|
| | | | (4,551,468) | | | | | | (1,289,804) | | |
Loss on change in fair value of Forward Purchase Agreement liability
|
| | | | 15,600,000 | | | | | | 2,770,000 | | |
Changes in current assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 2,616 | | | | | | (6,783) | | |
Accrued expenses
|
| | | | 1,690,096 | | | | | | 1,416,422 | | |
Due to Sponsor – related party
|
| | | | 58,500 | | | | | | 9,960 | | |
Income taxes receivable
|
| | | | (302,699) | | | | | | 240,507 | | |
Net cash used in operating activities
|
| | | | (2,446,158) | | | | | | (623,336) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (2,491,431) | | | | | | (92,920,000) | | |
Redemption of investments in Trust Account for franchise and income
taxes |
| | | | 1,588,710 | | | | | | — | | |
Redemption of investments in Trust Account in connection with Public Share redemptions
|
| | | | 20,961,169 | | | | | | — | | |
Net cash provided by (used in) investing activities
|
| | | | 20,058,448 | | | | | | (92,920,000) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from promissory note – related party
|
| | | | — | | | | | | 274,100 | | |
Repayment of promissory note – related party
|
| | | | — | | | | | | (354,100) | | |
Proceeds from issuance of Public Units
|
| | | | — | | | | | | 92,000,000 | | |
Proceeds from issuance of Private Warrants
|
| | | | — | | | | | | 3,040,000 | | |
Redemptions of Class A common stock shares
|
| | | | (20,961,169) | | | | | | — | | |
Term extension fees paid by target company
|
| | | | 2,491,431 | | | | | | — | | |
Payment of offering costs on Public Units
|
| | | | (170,000) | | | | | | (1,572,782) | | |
Proceeds from convertible note – related party
|
| | | | 582,457 | | | | | | 157,000 | | |
Proceeds from convertible note
|
| | | | 445,000 | | | | | | — | | |
Net cash (used in) provided by financing activities
|
| | | | (17,612,281) | | | | | | 93,544,218 | | |
Net change in cash
|
| | | | 9 | | | | | | 882 | | |
Cash – beginning of period
|
| | | | 5,938 | | | | | | 5,056 | | |
Cash – end of period
|
| | | $ | 5,947 | | | | | $ | 5,938 | | |
Supplemental Disclosure of noncash information: | | | | | | | | | | | | | |
Accretion to redemption value of Class A Common stock subject to possible redemption
|
| | | $ | 5,925,889 | | | | | $ | 15,875,111 | | |
Deferred underwriting commissions
|
| | | $ | — | | | | | $ | 3,680,000 | | |
Issuance of Representative Shares for underwriting services
|
| | | $ | — | | | | | $ | 622,882 | | |
Deemed capital contribution by the Sponsor through transfer of Class B shares
|
| | | $ | — | | | | | $ | 2,508,632 | | |
| | |
Class A
subject to possible redemption |
| |
Class A
|
| |
Class B
|
| |
Totals
|
| ||||||||||||
Allocation of undistributable losses
|
| | | | (11,732,741) | | | | | | (181,724) | | | | | | (3,028,738) | | | | | | (14,943,203) | | |
Net loss to common stock
|
| | |
$
|
(11,732,741)
|
| | | |
$
|
(181,724)
|
| | | |
$
|
(3,028,738)
|
| | | |
$
|
(14,943,203)
|
| |
Weighted average shares outstanding, basic and diluted
|
| | | | 8,909,750 | | | | | | 138,000 | | | | | | 2,300,000 | | | | | | | | |
Basic and diluted net loss per share
|
| | | $ | (1.32) | | | | | $ | (1.32) | | | | | $ | (1.32) | | | | | | | | |
| | |
Class A
subject to possible redemption |
| |
Class A
|
| |
Class B
|
| |
Totals
|
| ||||||||||||
Allocation of undistributable losses
|
| | | | (2,711,247) | | | | | | (40,669) | | | | | | (1,011,722) | | | | | | (3,763,638) | | |
Net loss to common stock
|
| | |
$
|
(2,711,247)
|
| | | |
$
|
(40,669)
|
| | | |
$
|
(1,011,722)
|
| | | |
$
|
(3,763,638)
|
| |
Weighted average shares outstanding, basic
and diluted |
| | | | 5,872,877 | | | | | | 88,093 | | | | | | 2,191,507 | | | | | | | | |
Basic and diluted net loss per share
|
| | | $ | (0.46) | | | | | $ | (0.46) | | | | | $ | (0.46) | | | | | | | | |
|
Gross proceeds from sale of Public Units
|
| | | $ | 92,000,000 | | |
|
Less: Proceeds allocated to Public Warrants (Note 3)
|
| | | | (1,613,009) | | |
|
Less: Proceeds allocated to Rights (Note 3)
|
| | | | (4,301,659) | | |
|
Less: Proceeds allocated to underwriter’s overallotment option (Note 7)
|
| | | | (52,147) | | |
|
Less: Issuance costs allocated to Class A common stock subject to possible redemption
|
| | | | (8,139,659) | | |
|
Accretion to redemption value of Class A common stock subject to possible redemption
|
| | | | 15,026,474 | | |
|
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned
|
| | | | 848,637 | | |
|
Class A common stock subject to possible redemption as of December 31, 2022
|
| | | $ | 93,768,637 | | |
|
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments
|
| | | | 2,491,431 | | |
|
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned
|
| | | | 3,434,458 | | |
|
Less: Redemption of Class A common stock
|
| | | | (20,961,169) | | |
|
Class A common stock subject to possible redemption as of December 31, 2023
|
| | | $ | 78,733,357 | | |
|
|
Risk-free interest rate
|
| | | | 0.73% | | |
|
Dividend rate
|
| | | | 0.00% | | |
|
Volatility
|
| | | | 5.00% | | |
|
Expected life (in years)
|
| | | | 0.12 | | |
| | |
Forward
Purchase Agreement Liability |
| |||
Balance at January 1, 2023
|
| | | $ | 2,770,000 | | |
Change in fair value of Forward Purchase Agreement Liability
|
| | | | 15,600,000 | | |
Balance at December 31, 2023
|
| | | $ | 18,370,000 | | |
| | |
Overallotment
Liability |
| |
Forward
Purchase Agreement Liability |
| ||||||
Balance at January 1, 2022
|
| | | $ | — | | | | | $ | — | | |
Issuance of overallotment option
|
| | | | 52,147 | | | | | | — | | |
Exercise of overallotment option
|
| | | | (52,147) | | | | | | — | | |
Change in fair value of Forward Purchase Agreement Liability
|
| | | | — | | | | | | 2,770,000 | | |
Balance at December 31, 2022
|
| | | $ | — | | | | | $ | 2,770,000 | | |
| | |
For the year ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Statutory Federal Tax
|
| | | | 21% | | | | | | 21% | | |
Business combination costs
|
| | | | (1.8) | | | | | | — | | |
Loss on Forward Purchase Agreement liability
|
| | | | (23.3) | | | | | | (16.5) | | |
Change in valuation allowance
|
| | | | (2.4) | | | | | | (11.3) | | |
Effective Tax Rate
|
| | | | (6.5)% | | | | | | (6.8)% | | |
| | |
December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Federal | | | | | | | | | | | | | |
Current
|
| | | $ | 913,808 | | | | | $ | 240,507 | | |
Deferred
|
| | | | (336,127) | | | | | | (398,526) | | |
Change in valuation allowance
|
| | | | 336,127 | | | | | | 398,526 | | |
Income tax provision
|
| | | $ | 913,808 | | | | | $ | 240,507 | | |
| | |
December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Deferred tax asset | | | | | | | | | | | | | |
Net operating loss carryforward
|
| | | $ | — | | | | | $ | — | | |
Startup/Organization expenses
|
| | | | 738,831 | | | | | | 402,703 | | |
Total deferred tax assets
|
| | | | 738,831 | | | | | | 402,703 | | |
Valuation allowance
|
| | | | (738,831) | | | | | | (402,703) | | |
Deferred tax asset, net of allowance
|
| | | $ | — | | | | | $ | — | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,160,368 | | | | | $ | 1,923,332 | | |
Accounts receivable, net
|
| | | | 684,788 | | | | | | 1,164,392 | | |
Contract asset
|
| | | | 343,646 | | | | | | — | | |
Convertible note receivable
|
| | | | 445,000 | | | | | | — | | |
Inventory
|
| | | | 277,343 | | | | | | 656,214 | | |
Deferred offering costs
|
| | | | 1,297,101 | | | | | | 474,162 | | |
Due from Monterey Capital Acquisition Corporation
|
| | | | 2,491,431 | | | | | | — | | |
Prepaid expenses and other assets
|
| | | | 650,738 | | | | | | 444,662 | | |
Total current assets
|
| | | | 7,350,415 | | | | | | 4,662,762 | | |
Right-of-use asset – operating lease
|
| | | | 283,634 | | | | | | 252,781 | | |
Right-of-use asset – finance lease
|
| | | | 252,231 | | | | | | 316,025 | | |
Property, plant and equipment, net
|
| | | | 1,137,699 | | | | | | 1,080,957 | | |
Goodwill
|
| | | | 2,246,619 | | | | | | 2,403,722 | | |
Intangible assets, net
|
| | | | 1,840,875 | | | | | | 2,341,559 | | |
Investment recorded at cost
|
| | | | 45,000 | | | | | | — | | |
Total Assets
|
| | | $ | 13,156,473 | | | | | $ | 11,057,806 | | |
Liabilities and Stockholders’ Deficit | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 3,859,737 | | | | | $ | 2,079,539 | | |
Accrued expenses
|
| | | | 1,718,267 | | | | | | 637,570 | | |
Current portion of debt, related party
|
| | | | 85,437 | | | | | | 85,822 | | |
Current portion of debt, net of debt discount
|
| | | | 11,935,580 | | | | | | 2,880,543 | | |
Current portion of convertible debt, at fair value
|
| | | | 2,178,685 | | | | | | 1,304,131 | | |
Current portion of operating lease liability
|
| | | | 114,690 | | | | | | 120,262 | | |
Current portion of finance lease liability
|
| | | | 99,105 | | | | | | 89,391 | | |
Contract liabilities
|
| | | | 1,120,817 | | | | | | 643,254 | | |
Total current liabilities
|
| | | | 21,112,318 | | | | | | 7,840,512 | | |
Non-current portion of operating lease liability
|
| | | | 173,157 | | | | | | 133,926 | | |
Non-current portion of finance lease liability
|
| | | | 203,081 | | | | | | 250,248 | | |
Noncurrent portion of debt, net of debt discount
|
| | | | 1,150,481 | | | | | | 3,214,849 | | |
Total liabilities
|
| | | | 22,639,037 | | | | | | 11,439,535 | | |
Commitments and Contingencies (Note 13) | | | | | | | | | | | | | |
Mezzanine Equity | | | | | | | | | | | | | |
Series Seed Convertible Preferred Shares; 644,030 shares authorized, issued, and outstanding
|
| | | | 2,200,000 | | | | | | 2,200,000 | | |
Series Seed-1 Convertible Preferred Shares; 91,120 shares authorized, issued, and outstanding
|
| | | | 292,625 | | | | | | 292,625 | | |
Series A-1 Convertible Preferred Shares; 743,068 shares authorized, issued, and outstanding
|
| | | | 3,195,192 | | | | | | 3,195,192 | | |
Series B-1 Convertible Preferred Shares; 649,843 shares authorized, issued, and outstanding
|
| | | | 3,983,538 | | | | | | 3,983,538 | | |
Series B-2 Convertible Preferred Shares; 299,730 shares authorized, issued, and outstanding
|
| | | | 2,310,929 | | | | | | 2,310,929 | | |
Total mezzanine equity
|
| | | | 11,982,284 | | | | | | 11,982,284 | | |
Stockholders’ Deficit: | | | | | | | | | | | | | |
Common stock, $0.0001 par value 5,000,000 shares authorized, 1,588,141 issued and outstanding
|
| | | | 159 | | | | | | 159 | | |
Additional paid-in-capital
|
| | | | 1,307,065 | | | | | | 1,306,658 | | |
Accumulated deficit
|
| | | | (22,860,351) | | | | | | (13,710,685) | | |
Accumulated other comprehensive income
|
| | | | 114,624 | | | | | | 17,011 | | |
Stockholders’ deficit
|
| | | | (21,438,503) | | | | | | (12,386,857) | | |
Noncontrolling interest
|
| | | | (26,345) | | | | | | 22,843 | | |
Total stockholders’ deficit
|
| | | | (21,464,848) | | | | | | (12,364,014) | | |
Total liabilities, mezzanine equity and stockholders’ deficit
|
| | | $ | 13,156,473 | | | | | $ | 11,057,806 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Revenues
|
| | | $ | 19,972,239 | | | | | $ | 15,441,315 | | |
Costs and expenses: | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 14,934,962 | | | | | | 11,404,224 | | |
Selling, general and administrative expenses
|
| | | | 12,320,295 | | | | | | 7,315,381 | | |
Loss on impairment
|
| | | | 181,853 | | | | | | 589,299 | | |
Loss from operations
|
| | | | (7,464,871) | | | | | | (3,867,589) | | |
Other income (expense): | | | | | | | | | | | | | |
Interest expense
|
| | | | (1,431,354) | | | | | | (281,808) | | |
Loss on extinguishment of debt
|
| | | | (370,320) | | | | | | — | | |
Other income, net
|
| | | | 67,691 | | | | | | 65,408 | | |
Total Other Income (Expense)
|
| | | | (1,733,983) | | | | | | (216,400) | | |
Loss before income taxes
|
| | | | (9,198,854) | | | | | | (4,083,989) | | |
Income tax benefit
|
| | | | — | | | | | | 541,406 | | |
Net loss
|
| | | | (9,198,854) | | | | | | (3,542,583) | | |
Net loss attributable to noncontrolling interests
|
| | | | (49,188) | | | | | | (2,702) | | |
Net loss attributable to stockholders
|
| | | | (9,149,666) | | | | | | (3,539,881) | | |
Other Comprehensive Income (Loss), Net | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | | 97,613 | | | | | | 28,984 | | |
Comprehensive loss
|
| | | | (9,052,053) | | | | | | (3,510,897) | | |
Comprehensive Loss Attributable to Noncontrolling Interests
|
| | | | (49,188) | | | | | | (2,702) | | |
Comprehensive Loss Attributable to Common Stockholders
|
| | | | (9,002,865) | | | | | | (3,508,195) | | |
Weighted average shares outstanding of Common Stock
|
| | | | 1,588,141 | | | | | | 1,585,237 | | |
Basic and diluted net loss per share, Common Stock
|
| | | $ | (5.76) | | | | | $ | (2.23) | | |
| | |
Preferred Shares subject to Possible Redemption
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Series Seed
Preferred |
| |
Series Seed-1
Preferred |
| |
Series A-1
Preferred |
| |
Series B-1
Preferred |
| |
Series B-2
Preferred |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Stockholders’
Deficit |
| |
Noncontrolling
interest |
| |
Total
Stockholders’ Deficit |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances, as of December 31, 2021
|
| | | | 644,030 | | | | | $ | 2,200,000 | | | | | | 91,020 | | | | | $ | 292,625 | | | | | | 743,068 | | | | | $ | 3,195,192 | | | | | | 649,843 | | | | | $ | 3,983,538 | | | | | | 142,730 | | | | | $ | 1,100,445 | | | | | | | 1,551,395 | | | | | $ | 155 | | | | | $ | 973,257 | | | | | $ | (10,170,804) | | | | | $ | (11,973) | | | | | $ | (9,209,365) | | | | | $ | 25,545 | | | | | $ | (9,183,820) | | |
Series B-2 preferred shares issued
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 157,000 | | | | | | 1,210,484 | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 11,994 | | | | | | — | | | | | | — | | | | | | 11,994.00 | | | | | | — | | | | | | 11,994 | | |
Issuance of common shares in connection with CSH acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 31,746 | | | | | | 3 | | | | | | 199,997 | | | | | | — | | | | | | — | | | | | | 200,000.00 | | | | | | — | | | | | | 200,000 | | |
Issuance of common shares
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,000 | | | | | $ | 1 | | | | | | 38,549 | | | | | | | | | | | | | | | | | | 38,550 | | | | | | | | | | | | 38,550 | | |
Issuance of warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 82,861 | | | | | | — | | | | | | — | | | | | | 82,861.00 | | | | | | — | | | | | | 82,861 | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,984 | | | | | | 28,984.00 | | | | | | — | | | | | | 28,984 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,539,881) | | | | | | — | | | | | | (3,539,881.00) | | | | | | (2,702) | | | | | | (3,542,583) | | |
Balances, as of December 31, 2022
|
| | | | 644,030 | | | | | $ | 2,200,000 | | | | | | 91,020 | | | | | $ | 292,625 | | | | | | 743,068 | | | | | $ | 3,195,192 | | | | | | 649,843 | | | | | $ | 3,983,538 | | | | | | 299,730 | | | | | $ | 2,310,929 | | | | | | | 1,588,141 | | | | | $ | 159 | | | | | $ | 1,306,658 | | | | | $ | (13,710,685) | | | | | $ | 17,011 | | | | | $ | (12,386,858) | | | | | $ | 22,843 | | | | | $ | (12,364,015) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 407 | | | | | | — | | | | | | — | | | | | | 407 | | | | | | — | | | | | | 407 | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97,613 | | | | | | 97,613 | | | | | | — | | | | | | 97,613 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,149,666) | | | | | | — | | | | | | (9,149,666) | | | | | | (49,188) | | | | | | (9,198,854) | | |
Balances, as of December 31, 2023
|
| | | | 644,030 | | | | | $ | 2,200,000 | | | | | | 91,020 | | | | | $ | 292,625 | | | | | | 743,068 | | | | | $ | 3,195,192 | | | | | | 649,843 | | | | | $ | 3,983,538 | | | | | | 299,730 | | | | | $ | 2,310,929 | | | | | | | 1,588,141 | | | | | $ | 159 | | | | | $ | 1,307,065 | | | | | $ | (22,860,351) | | | | | $ | 114,624 | | | | | $ | (21,438,503) | | | | | $ | (26,345) | | | | | $ | (21,464,848) | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (9,198,854) | | | | | $ | (3,542,583) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation expense
|
| | | | 259,222 | | | | | | 132,890 | | |
Amortization of intangible assets
|
| | | | 517,175 | | | | | | 352,593 | | |
Amortization of debt discount
|
| | | | 346,557 | | | | | | 23,017 | | |
Stock-based compensation expense
|
| | | | 407 | | | | | | 11,994 | | |
ROU amortization on finance leases
|
| | | | 118,851 | | | | | | 87,184 | | |
ROU amortization on operating leases
|
| | | | 168,995 | | | | | | 111,062 | | |
Write-down of Inventory for obsolecense
|
| | | | 187,098 | | | | | | — | | |
Bad debt expense
|
| | | | 71,173 | | | | | | — | | |
Loss on goodwill impairment
|
| | | | 157,103 | | | | | | 490,736 | | |
Loss on impairment of intangible assets
|
| | | | 24,750 | | | | | | 98,563 | | |
Gain on disposal of property, plant and equipment
|
| | | | (22,008) | | | | | | — | | |
Loss on extinguishment of debt
|
| | | | 370,320 | | | | | | — | | |
Unrealized gain on fair value measurement of debt
|
| | | | (25,446) | | | | | | (45,869) | | |
Deferred tax benefit
|
| | | | — | | | | | | (541,406) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | 406,911 | | | | | | (365,975) | | |
Contract asset
|
| | | | (343,646) | | | | | | — | | |
Inventory
|
| | | | 191,623 | | | | | | (70,213) | | |
Prepaid expenses
|
| | | | (205,405) | | | | | | (220,229) | | |
Accounts payable
|
| | | | 1,006,007 | | | | | | 1,299,815 | | |
Accrued expenses
|
| | | | 1,080,972 | | | | | | 85,919 | | |
Operating lease liabilities
|
| | | | (166,060) | | | | | | (109,952) | | |
Contract liabilities
|
| | | | 477,563 | | | | | | 568,823 | | |
Net cash used in operating activities
|
| | | | (4,576,692) | | | | | | (1,633,631) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (41,771) | | | | | | (18,298) | | |
Proceeds from sale of property and equipment
|
| | | | 56,648 | | | | | | — | | |
Investment in cost method investment
|
| | | | (45,000) | | | | | | — | | |
Issuance of convertible notes
|
| | | | (445,000) | | | | | | — | | |
Cash paid for capitalized software development costs
|
| | | | (35,588) | | | | | | (145,590) | | |
Acquisitions, net of cash acquired
|
| | | | — | | | | | | (1,127,500) | | |
Net cash used in investing activities
|
| | | | (510,711) | | | | | | (1,291,388) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Proceeds from the issuance of debt
|
| | | | 9,047,344 | | | | | | 3,332,860 | | |
Payments of deferred offering costs
|
| | | | (984,857) | | | | | | (474,162) | | |
Payments of debt
|
| | | | (2,153,487) | | | | | | (560,115) | | |
Advance to Monterey Capital Acquisition Corporation
|
| | | | (2,491,431) | | | | | | — | | |
Proceeds from issuance of convertible notes
|
| | | | 900,000 | | | | | | — | | |
Proceeds from the issuance of preferred units
|
| | | | — | | | | | | 1,210,484 | | |
Payment on finance leases
|
| | | | (90,409) | | | | | | (57,098) | | |
Net cash provided by financing activities
|
| | | | 4,227,160 | | | | | | 3,451,969 | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | 97,280 | | | | | | 61,771 | | |
Increase (decrease) in cash and cash equivalents
|
| | | | (762,964) | | | | | | 588,721 | | |
Cash, beginning of year
|
| | | | 1,923,332 | | | | | | 1,334,611 | | |
Cash, end of year
|
| | | $ | 1,160,368 | | | | | $ | 1,923,332 | | |
Supplemental disclosures of cash flow information: | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 375,304 | | | | | $ | 149,286 | | |
Cash paid for taxes
|
| | | $ | — | | | | | $ | — | | |
Supplemental disclosures of noncash financing information: | | | | | | | | | | | | | |
ASC 842 adoption – right-of-use asset, operating
|
| | | $ | — | | | | | $ | 240,338 | | |
ASC 842 adoption – right-of-use asset, finance
|
| | | $ | — | | | | | $ | 264,395 | | |
Recognition of right-of-use asset, operating
|
| | | $ | 199,848 | | | | | $ | 123,505 | | |
Recognition of right-of-use asset, finance
|
| | | $ | 55,057 | | | | | $ | 138,814 | | |
Contingent consideration
|
| | | $ | — | | | | | $ | 57,694 | | |
Seller notes issued in connection with business acquisitions
|
| | | $ | — | | | | | $ | 3,169,000 | | |
Issuance of common stock for a business acquisition
|
| | | $ | — | | | | | $ | 238,549 | | |
Issuance of equity warrants
|
| | | $ | — | | | | | $ | 82,861 | | |
Vehicles acquired through issuance of debt
|
| | | $ | 317,020 | | | | | $ | 210,792 | | |
Deferred offering costs included in accounts payable
|
| | | $ | 774,485 | | | | | $ | — | | |
|
ConnectM Stock Options
|
| | | | 142,692 | | |
|
ConnectM Warrants
|
| | | | 23,334 | | |
| | | | | | 166,026 | | |
Classification
|
| |
Estimated Useful Life (in years)
|
|
Furniture and fixtures
|
| |
7
|
|
Machinery and equipment
|
| |
7
|
|
Vehicles
|
| |
10
|
|
Property improvements
|
| |
15
|
|
Buildings
|
| |
40
|
|
Classification
|
| |
Estimated Useful Life (in years)
|
|
Customer Relationships
|
| |
15
|
|
Trade Names
|
| |
3 – 10
|
|
Noncompetition Agreements
|
| |
5
|
|
Intellectual Property
|
| |
3 – 15
|
|
Internally Developed Software
|
| |
3
|
|
| | |
Year ended December 31, 2023
|
| |||||||||||||||||||||||||||
| | |
Electrification
|
| |
Decarbonization
|
| |
OEM/EV
|
| |
Managed Services
|
| |
Total
|
| |||||||||||||||
Revenues
|
| | | $ | 8,399,427 | | | | | $ | 10,009,499 | | | | | $ | 945,406 | | | | | $ | 617,907 | | | | | $ | 19,972,239 | | |
Cost of revenue
|
| | | | 6,169,957 | | | | | | 6,983,833 | | | | | | 1,371,150 | | | | | | 410,022 | | | | | | 14,934,962 | | |
SG&A
|
| | | | 3,697,119 | | | | | | 3,808,545 | | | | | | 697,688 | | | | | | 283,958 | | | | | | 8,487,310 | | |
Loss on impairment
|
| | | | 157,103 | | | | | | 24,750 | | | | | | — | | | | | | — | | | | | | 181,853 | | |
Segment (loss) income from operations
|
| | | | (1,624,752) | | | | | | (807,629) | | | | | | (1,123,432) | | | | | | (76,073) | | | | | | (3,631,886) | | |
Unallocated corporate costs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,832,985 | | |
Consolidated loss from operations
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,464,871) | | |
Total Assets as of December 31, 2023
|
| | | | 3,034,752 | | | | | | 3,576,655 | | | | | | 836,954 | | | | | | 215,315 | | | | | | 7,663,676 | | |
Unallocated corporate assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,492,797 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,156,473 | | |
Segment capital expenditures
|
| | | | 41,771 | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,771 | | |
| | |
Year ended December 31, 2022
|
| |||||||||||||||||||||
| | |
Electrification
|
| |
Decarbonization
|
| |
OEM/EV
|
| |
Total
|
| ||||||||||||
Revenues
|
| | | $ | 8,300,061 | | | | | $ | 6,211,517 | | | | | $ | 929,737 | | | | | $ | 15,441,315 | | |
Cost of revenue
|
| | | | 5,783,274 | | | | | | 4,705,090 | | | | | | 915,860 | | | | | | 11,404,224 | | |
Selling, general and administrative
|
| | | | 2,936,017 | | | | | | 1,649,804 | | | | | | 801,170 | | | | | | 5,386,991 | | |
Loss on impairment
|
| | | | 589,299 | | | | | | — | | | | | | — | | | | | | 589,299 | | |
Segment loss from operations
|
| | | | (1,008,529) | | | | | | (143,377) | | | | | | (787,293) | | | | | | (1,939,199) | | |
Unallocated corporate costs
|
| | | | | | | | | | | | | | | | | | | | | | 1,928,390 | | |
Consolidated loss from operations
|
| | | | | | | | | | | | | | | | | | | | | | (3,867,589) | | |
Assets as of December 31, 2022
|
| | | | 3,972,307 | | | | | | 4,322,764 | | | | | | 2,134,948 | | | | | | 10,430,019 | | |
Unallocated Assets as of December 31, 2022
|
| | | | | | | | | | | | | | | | | | | | | | 627,786 | | |
Total assets as of December 31, 2022
|
| | | | | | | | | | | | | | | | | | | | | | 11,057,805 | | |
Segment capital expenditures
|
| | | | 18,298 | | | | | | — | | | | | | 145,590 | | | | | | 163,888 | | |
Unallocated capital expenditures
|
| | | | | | | | | | | | | | | | | | | | | | — | | |
Total capital expenditures as of December 31, 2022
|
| | | | | | | | | | | | | | | | | | | | | | 163,888 | | |
| | |
Years ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Reported segment loss from operations
|
| | | $ | (3,631,886) | | | | | $ | (1,939,199) | | |
Unallocated corporate costs
|
| | | | (3,832,985) | | | | | | (1,928,390) | | |
Interest expense
|
| | | | (1,431,354) | | | | | | (281,808) | | |
Loss on extinguishment of debt
|
| | | | (370,320) | | | | | | — | | |
Other income
|
| | | | 67,691 | | | | | | 65,408 | | |
Loss before income taxes
|
| | | $ | (9,198,854) | | | | | $ | (4,083,989) | | |
Income tax benefit
|
| | | | — | | | | | | 541,406 | | |
Net loss
|
| | | $ | (9,198,854) | | | | | $ | (3,542,583) | | |
| | |
For the years ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
United States
|
| | | $ | 19,024,606 | | | | | $ | 14,657,176 | | |
India
|
| | | | 947,633 | | | | | | 784,139 | | |
Total
|
| | | $ | 19,972,239 | | | | | $ | 15,441,315 | | |
|
Balance as of December 31, 2021
|
| | | $ | 74,431 | | |
|
Recognition of revenue recorded as a contract liability as of December 31, 2021
|
| | | | (74,431) | | |
|
Deferral of revenue billed in the current period
|
| | | | 643,254 | | |
|
Balance as of December 31, 2022
|
| | | $ | 643,254 | | |
|
Recognition of revenue recorded as a contract liability as of December 31, 2022
|
| | | | (643,254) | | |
|
Deferral of revenue billed in the current period, net of recognition of revenue
|
| | | | 1,120,817 | | |
|
Balance as of December 31, 2023
|
| | | $ | 1,120,817 | | |
|
Balance as of December 31, 2022
|
| | | $ | — | | |
|
Recognition of costs to fulfill during the year ended December 31, 2023, net of amortization
|
| | | | 343,646 | | |
|
Balance as of December 31, 2023
|
| | | $ | 343,646 | | |
| | |
December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Parts
|
| | | $ | 250,700 | | | | | $ | 629,454 | | |
Finished Goods
|
| | | | 26,643 | | | | | | 26,760 | | |
Total
|
| | | $ | 277,343 | | | | | $ | 656,214 | | |
|
Cash
|
| | | $ | 244,500 | | |
|
Accounts receivable
|
| | | | 217,500 | | |
|
Property and equipment, net
|
| | | | 38,300 | | |
|
Customer relationships
|
| | | | 114,000 | | |
|
Tradename
|
| | | | 115,000 | | |
|
Goodwill
|
| | | | 880,363 | | |
|
Accounts payable
|
| | | | (155,700) | | |
|
Accrued expenses and other current liabilities
|
| | | | (222,000) | | |
|
Deferred tax liabilities
|
| | | | (62,563) | | |
|
Debt
|
| | | | (219,400) | | |
|
Purchase Price
|
| | | $ | 950,000 | | |
| Customer relationships | | |
15 years
|
|
| Tradename | | |
3 years
|
|
|
Cash
|
| | | $ | 122,000 | | |
|
Inventory
|
| | | | 5,300 | | |
|
Property and equipment, net
|
| | | | 91,400 | | |
|
Customer relationships
|
| | | | 546,000 | | |
|
Noncompetition agreement
|
| | | | 34,000 | | |
|
Tradename
|
| | | | 184,000 | | |
|
Goodwill
|
| | | | 624,202 | | |
|
Accounts payable
|
| | | | (9,177) | | |
|
Deferred tax liabilities
|
| | | | (208,725) | | |
|
Purchase Price
|
| | | $ | 1,389,000 | | |
|
Customer relationships
|
| |
15 years
|
|
|
Noncompetition agreement
|
| |
5 years
|
|
|
Tradename
|
| |
10 years
|
|
|
Cash
|
| | | $ | 97,000 | | |
|
Accounts receivable
|
| | | | 1,000 | | |
|
Prepaid expenses and other current assets
|
| | | | 10,000 | | |
|
Property and equipment, net
|
| | | | 43,000 | | |
|
Customer relationships
|
| | | | 330,000 | | |
|
Noncompetition agreement
|
| | | | 26,000 | | |
|
Tradename
|
| | | | 135,000 | | |
|
Goodwill
|
| | | | 285,383 | | |
|
Accounts payable
|
| | | | (51,000) | | |
|
Deferred tax liabilities
|
| | | | (126,383) | | |
|
Purchase price
|
| | | $ | 750,000 | | |
|
Customer relationships
|
| |
15 years
|
|
|
Noncompetition agreement
|
| |
5 years
|
|
|
Tradename
|
| |
10 years
|
|
|
Cash
|
| | | $ | 99,000 | | |
|
Accounts receivable
|
| | | | 251,700 | | |
|
Inventory
|
| | | | 343,500 | | |
|
Prepaid expenses and other current assets
|
| | | | 42,800 | | |
|
Property and equipment, net
|
| | | | 445,100 | | |
|
Customer relationships
|
| | | | 215,000 | | |
|
Noncompetition agreement
|
| | | | 31,000 | | |
|
Tradename
|
| | | | 321,000 | | |
|
Goodwill
|
| | | | 687,735 | | |
|
Accounts payable
|
| | | | (247,300) | | |
|
Accrued expenses and other current liabilities
|
| | | | (134,300) | | |
|
Deferred tax liabilities
|
| | | | (143,735) | | |
|
Debt
|
| | | | (191,500) | | |
|
Purchase Price
|
| | | $ | 1,720,000 | | |
|
Customer relationships
|
| |
15 years
|
|
|
Noncompetition agreement
|
| |
5 years
|
|
|
Tradename
|
| |
10 years
|
|
| | |
ConnectM
historical financial information |
| |
AFS
historical financial information |
| |
Transaction
Accounting Adjustments (acquisition of AFS) |
| |
Pro forma
financial information (adjusted for acquisition of AFS) |
| |
FSP historical
financial information |
| |
Transaction
Accounting Adjustments (acquisition of FSP) |
| |
Pro forma
results (combined) |
| |||||||||||||||||||||
Revenues | | | | $ | 15,441,315 | | | | | $ | 500,918 | | | | | | — | | | | | $ | 15,942,233 | | | | | $ | 4,887,822 | | | | | | — | | | | | $ | 20,830,055 | | |
Net income
(loss) |
| | | | (3,542,583) | | | | | | (139,190) | | | | | | (41,000)(1) | | | | | | (3,710,773) | | | | | | 399,500 | | | | | | (52,000)(3) | | | | | | (3,333,273) | | |
| | | | | | | | | | | | | | | | | 12,000(2) | | | | | | | | | | | | | | | | | | 30,000(4) | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Furniture and fixtures
|
| | | $ | 90,661 | | | | | $ | 35,279 | | |
Machinery and equipment
|
| | | | 61,731 | | | | | | 87,071 | | |
Vehicles
|
| | | | 814,531 | | | | | | 531,232 | | |
Property improvements
|
| | | | 49,255 | | | | | | 49,255 | | |
Building
|
| | | | 570,000 | | | | | | 570,000 | | |
Property and Equipment
|
| | | | 1,586,178 | | | | | | 1,272,837 | | |
Less: Accumulated Depreciation
|
| | | | (448,479) | | | | | | (191,880) | | |
Total
|
| | | $ | 1,137,699 | | | | | $ | 1,080,957 | | |
| | |
December 31, 2023
|
| |||||||||||||||
| | |
Gross Amount
|
| |
Accumulated Amortization
|
| |
Net Amount
|
| |||||||||
Customer relationships
|
| | | $ | 1,445,000 | | | | | $ | (582,256) | | | | | $ | 862,744 | | |
Tradename
|
| | | | 923,000 | | | | | | (216,501) | | | | | | 706,499 | | |
Noncompetition agreements
|
| | | | 126,000 | | | | | | (82,037) | | | | | | 43,963 | | |
Intellectual property
|
| | | | 35,186 | | | | | | (20,073) | | | | | | 15,113 | | |
Internally developed software
|
| | | | 439,617 | | | | | | (227,061) | | | | | | 212,556 | | |
Total
|
| | | $ | 2,968,803 | | | | | $ | (1,127,928) | | | | | $ | 1,840,875 | | |
| | |
December 31, 2022
|
| |||||||||||||||
| | |
Gross Amount
|
| |
Accumulated Amortization
|
| |
Net Amount
|
| |||||||||
Customer relationships
|
| | | $ | 1,523,000 | | | | | $ | (379,742) | | | | | $ | 1,143,258 | | |
Tradename
|
| | | | 999,000 | | | | | | (173,777) | | | | | | 825,223 | | |
Noncompetition agreements
|
| | | | 169,000 | | | | | | (77,282) | | | | | | 91,718 | | |
Intellectual property
|
| | | | 35,186 | | | | | | (15,613) | | | | | | 19,573 | | |
Internally developed software
|
| | | | 400,754 | | | | | | (138,967) | | | | | | 261,787 | | |
Total
|
| | | $ | 3,126,940 | | | | | $ | (785,381) | | | | | $ | 2,341,559 | | |
Year ending December 31,
|
| |
Amount
|
| |||
2024
|
| | | $ | 420,676 | | |
2025
|
| | | | 306,065 | | |
2026
|
| | | | 240,851 | | |
2027
|
| | | | 184,593 | | |
2028
|
| | | | 156,170 | | |
Thereafter
|
| | | | 435,074 | | |
Total
|
| | | $ | 1,743,429 | | |
| | |
Electrification
|
| |
Decarbonization
|
| |
OEM/EV
|
| |
Total
|
| ||||||||||||
Balance as of January 1, 2022
|
| | | $ | 378,225 | | | | | $ | — | | | | | $ | — | | | | | $ | 378,225 | | |
Acquisitions
|
| | | | 909,586 | | | | | | 1,606,647 | | | | | | — | | | | | | 2,516,233 | | |
Impairment
|
| | | | (490,736) | | | | | | — | | | | | | — | | | | | | (490,736) | | |
Balance as at December 31, 2022
|
| | | $ | 797,075 | | | | | $ | 1,606,647 | | | | | $ | — | | | | | $ | 2,403,722 | | |
Impairment
|
| | | | (157,103) | | | | | | — | | | | | | — | | | | | | (157,103) | | |
Balance as at December 31, 2023
|
| | | $ | 639,972 | | | | | $ | 1,606,647 | | | | | $ | — | | | | | $ | 2,246,619 | | |
| | |
Year Ended
December 31, 2023 |
| |
Year Ended
December 31, 2022 |
| ||||||
Operating lease costs(1)
|
| | | $ | 168,995 | | | | | $ | 111,062 | | |
Finance lease costs | | | | | | | | | | | | | |
Amortization of ROU assets
|
| | | | 118,851 | | | | | | 87,184 | | |
Interest on lease liabilities
|
| | | | 18,956 | | | | | | 26,643 | | |
Total lease costs
|
| | | $ | 306,802 | | | | | $ | 224,889 | | |
| | |
December 31, 2023
|
| |
December 31, 2022
|
| ||||||
Operating cash outflows from operating leases
|
| | | $ | (166,060) | | | | | $ | (109,952) | | |
Financing cash outflows from finance leases
|
| | | | (90,409) | | | | | | (57,098) | | |
| | |
December 31, 2023
|
|
Weighted-average remaining lease term (in years) | | | | |
Operating leases
|
| |
2.52 years
|
|
Finance leases
|
| |
2.55 years
|
|
Weighted-average discount rate | | | | |
Operating leases
|
| |
8.00%
|
|
Finance leases
|
| |
8.00%
|
|
| | |
Finance Leases
|
| |
Operating Leases
|
| |
Total
|
| |||||||||
2024
|
| | | | 118,020 | | | | | | 120,425 | | | | | | 238,445 | | |
2025
|
| | | | 116,266 | | | | | | 119,007 | | | | | | 235,273 | | |
2026
|
| | | | 65,393 | | | | | | 51,434 | | | | | | 116,827 | | |
2027
|
| | | | 24,840 | | | | | | 23,218 | | | | | | 48,058 | | |
Total undiscounted lease payments
|
| | | | 324,519 | | | | | | 314,084 | | | | | | 638,603 | | |
Less: imputed interest
|
| | | | (22,333) | | | | | | (26,237) | | | | | | (48,570) | | |
Total lease liabilities
|
| | | $ | 302,186 | | | | | $ | 287,847 | | | | | $ | 590,033 | | |
Year
|
| |
2023
|
| |||
2024
|
| | | $ | 12,021,017 | | |
2025
|
| | | | 2,093,827 | | |
2026
|
| | | | 312,559 | | |
2027
|
| | | | 115,029 | | |
2028
|
| | | | 79,762 | | |
Thereafter
|
| | | | 727,989 | | |
Total
|
| | | $ | 15,350,183 | | |
| | |
As of December 31,
|
| |||||||||
Description
|
| |
2023
|
| |
2022
|
| ||||||
Secured Promissory Notes
|
| | | $ | 7,410,000 | | | | | $ | 1,900,000 | | |
Small Business Administration (SBA) Loans
|
| | | | 768,956 | | | | | | 775,000 | | |
Paycheck Protection Program (PPP) Loans
|
| | | | 59,350 | | | | | | 100,740 | | |
Vehicle Notes
|
| | | | 497,957 | | | | | | 281,003 | | |
BAC Sellers Note
|
| | | | 83,810 | | | | | | 123,867 | | |
ACA Sellers Note
|
| | | | 124,627 | | | | | | 160,890 | | |
CSH Sellers Notes
|
| | | | 234,734 | | | | | | 330,928 | | |
BHC Sellers Note
|
| | | | 400,000 | | | | | | 600,000 | | |
AFS Sellers Note
|
| | | | 462,531 | | | | | | 612,808 | | |
FSP Sellers Note
|
| | | | 768,063 | | | | | | 900,000 | | |
Real Estate Promissory Note
|
| | | | 370,000 | | | | | | 370,000 | | |
Promissory Note- Related Party
|
| | | | 85,437 | | | | | | 85,822 | | |
Libertas (Sale of Future Receipts)
|
| | | | 1,938,257 | | | | | | — | | |
Total secured promissory notes, SBA loans, PPP loans, vehicle notes, sellers notes, real estate promissory notes, related party note, and Libertas
|
| | | $ | 13,203,722 | | | | | $ | 6,241,058 | | |
Less: Debt discounts
|
| | | | (32,224) | | | | | | (59,844) | | |
Net secured promissory notes, SBA loans, PPP loans, vehicle notes, sellers notes, real estate promissory notes, related party note, and Libertas
|
| | | $ | 13,171,498 | | | | | $ | 6,181,214 | | |
Convertible Debt
|
| | | | 2,178,685 | | | | | | 1,304,131 | | |
Total debt, net of debt discount
|
| | | $ | 15,350,183 | | | | | $ | 7,485,345 | | |
| | |
Years ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Current | | | | | | | | | | | | | |
Federal
|
| | | | — | | | | | $ | — | | |
State
|
| | | | — | | | | | | — | | |
Foreign
|
| | | | — | | | | | | — | | |
Total Current
|
| | | | — | | | | | | — | | |
Deferred | | | | | | | | | | | | | |
Federal
|
| | | | — | | | | | $ | (512,025) | | |
State
|
| | | | — | | | | | | (29,381) | | |
Foreign
|
| | | | — | | | | | | — | | |
Total Deferred
|
| | | | — | | | | | | (541,406) | | |
Total income taxes
|
| | | | — | | | | | $ | (541,406) | | |
| | |
Years ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Deferred tax assets | | | | | | | | | | | | | |
Depreciation
|
| | | | — | | | | | $ | 35,967 | | |
Other
|
| | | | 4,266 | | | | | | 1,386 | | |
ROU asset
|
| | | | 157,555 | | | | | | 201,556 | | |
Net operating losses
|
| | | | 5,408,937 | | | | | | 3,038,057 | | |
Deferred tax assets
|
| | | | 5,570,758 | | | | | | 3,276,966 | | |
Less: Valuation allowance
|
| | | | (5,207,943) | | | | | | (2,788,979) | | |
Total deferred tax assets
|
| | | $ | 362,815 | | | | | $ | 487,987 | | |
Deferred tax liabilities | | | | | | | | | | | | | |
Depreciation, amortization, and impairment
|
| | | | (219,512) | | | | | | (316,895) | | |
Lease assets
|
| | | | (143,303) | | | | | | (171,092) | | |
Deferred tax liabilities
|
| | | $ | (362,815) | | | | | $ | (487,987) | | |
Net deferred tax assets
|
| | | $ | — | | | | | $ | — | | |
| | |
December 31, 2023
|
| |
December 31, 2022
|
| ||||||||||||||||||
| | |
Carrying
Amount |
| |
Estimated
Fair Value |
| |
Carrying
Amount |
| |
Estimated
Fair Value |
| ||||||||||||
Secured Promissory Notes
|
| | | $ | 7,140,000 | | | | | $ | 6,737,792 | | | | | $ | 1,900,000 | | | | | $ | 1,457,711 | | |
Libertas
|
| | | | 1,938,257 | | | | | | 1,794,682 | | | | | | — | | | | | | — | | |
SBA Loans
|
| | | | 768,956 | | | | | | 254,614 | | | | | | 775,000 | | | | | | 215,424 | | |
PPP Loan
|
| | | | 59,350 | | | | | | 53,750 | | | | | | 100,740 | | | | | | 81,568 | | |
Vehicle Notes
|
| | | | 497,957 | | | | | | 395,887 | | | | | | 281,003 | | | | | | 208,491 | | |
Seller and Real Estate Notes
|
| | | | 2,443,765 | | | | | | 2,121,626 | | | | | | 3,098,493 | | | | | | 2,407,799 | | |
Related Party Notes
|
| | | | 85,437 | | | | | | 67,822 | | | | | | 85,822 | | | | | | 58,409 | | |
Total
|
| | | $ | 13,203,722 | | | | | $ | 11,426,173 | | | | | $ | 6,241,058 | | | | | $ | 4,429,402 | | |
| | |
December 31, 2023
|
| |
December 31, 2022
|
| ||||||||||||||||||
| | |
Carrying
Amount |
| |
Estimated
Fair Value |
| |
Carrying
Amount |
| |
Estimated
Fair Value |
| ||||||||||||
Convertible Debt
|
| | | $ | 2,178,685 | | | | | $ | 2,178,685 | | | | | $ | 1,304,131 | | | | | $ | 1,304,131 | | |
| | |
Shares
Authorized |
| |
Shares Issued
and Outstanding |
| |
Issuance
Price |
| |
Carrying
Value |
| ||||||||||||
Series Seed
|
| | | | 644,030 | | | | | | 644,030 | | | | | $ | 3.42 | | | | | $ | 2,200,000 | | |
Series Seed-1
|
| | | | 91,120 | | | | | | 91,120 | | | | | | 3.21 | | | | | | 292,625 | | |
Series A-1
|
| | | | 743,068 | | | | | | 743,068 | | | | | | 4.30 | | | | | | 3,195,192 | | |
Series B-1
|
| | | | 649,843 | | | | | | 649,843 | | | | | | 6.13 | | | | | | 3,983,538 | | |
Series B-2
|
| | | | 389,105 | | | | | | 299,730 | | | | | | 7.71 | | | | | | 2,310,929 | | |
Total
|
| | | | 2,517,166 | | | | | | 2,427,791 | | | | | | | | | | | $ | 11,982,284 | | |
| | |
Warrants
|
| |
Weighted-average
Exercise Price |
| |
Weighted-average
Remaining Contractual Life |
| |
Intrinsic
Value |
| ||||||||||||
Outstanding and vested at December 31, 2022
|
| | | | 23,332 | | | | | $ | 12.00 | | | | | | 9.15 | | | | | | — | | |
Granted
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Forfeited
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Outstanding and vested at December 31, 2023
|
| | | | 23,332 | | | | | $ | 12.00 | | | | | | 8.15 | | | | | $ | — | | |
| | |
Options
|
| |
Weighted-average
Exercise Price |
| |
Weighted-average
Remaining Contractual Life |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding at December 31, 2022
|
| | | | 142,692 | | | | | $ | 2.33 | | | | | | 6.24 | | | | | $ | 768,171 | | |
Granted
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercised
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Forfeited
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Outstanding at December 31, 2023
|
| | | | 142,692 | | | | | $ | 2.33 | | | | | | 5.24 | | | | | $ | 666,860 | | |
Vested and exercisable at December 31, 2023
|
| | | | 139,283 | | | | | $ | 2.23 | | | | | | 5.22 | | | | | $ | 664,474 | | |
| | |
Page
|
| |||
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-5 | | | |
| | | | A-6 | | | |
| | | | A-7 | | | |
| | | | A-7 | | | |
| | | | A-8 | | | |
| | | | A-8 | | | |
| | | | A-9 | | | |
| | | | A-9 | | | |
| | | | A-9 | | | |
| | | | A-10 | | | |
| | | | A-10 | | | |
| | | | A-11 | | | |
| | | | A-11 | | | |
| | | | A-12 | | | |
| | | | A-12 | | | |
| | | | A-12 | | | |
| | | | A-13 | | | |
| | | | A-15 | | | |
| | | | A-15 | | | |
| | | | A-16 | | | |
| | | | A-16 | | | |
| | | | A-18 | | | |
| | | | A-19 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-24 | | |
| | |
Page
|
| |||
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-27 | | | |
| | | | A-27 | | | |
| | | | A-28 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-45 | | |
| | |
Page
|
| |||
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-47 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-56 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-59 | | |
| Exhibit A | | | Certain Definitions | |
| Exhibit B | | | Form of Sponsor Support Agreement | |
| Exhibit C | | | Form of Lock-Up Agreement | |
| Exhibit D | | | Form of Company Stockholder Support Agreement | |
| Exhibit E | | | Form of Parent Restated Bylaws | |
| Exhibit F | | | Form of Parent Restated Charter | |
| Exhibit G | | | Form of Parent Incentive Plan | |
| Exhibit H | | | Form of Surviving Company Certificate of Incorporation | |
| Exhibit I | | | Form of Surviving Company Bylaws | |
| Exhibit J | | | Form of Registration Rights Agreement | |
| Exhibit K | | | Form of Forward Stock Purchase Agreement | |
| | | | MONTEREY CAPITAL ACQUISITION CORPORATION | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Bala Padmakumar | |
| | | | | | | Title: | | | Chief Executive Officer | |
| | | | CONNECTM TECHNOLOGY SOLUTIONS, INC. | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Bhaskar Panigrahi | |
| | | | | | | Title: | | | Chairman & CEO | |
| | | | COMPANY STOCKHOLDERS: | | ||||||
| | | | Avanti Holdings LLC | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Bhaskar Panigrahi | |
| | | | | | | Title: | | | Managing Member | |
| | | | COMPANY STOCKHOLDERS: | | ||||||
| | | | NXT Ventures Fund III, LLC | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Barry Turkanis | |
| | | | | | | Title: | | | Managing Director | |
| | | | COMPANY STOCKHOLDERS: | | ||||||
| | | | Satish K. Tadikonda Trust | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Satish K. Tadikonda | |
| | | | | | | Title: | | | Trustee | |
| | | | COMPANY STOCKHOLDERS: | | ||||||
| | | | The Subrahmanyam Kota IRRV Trust | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Subrahmanyam Kota | |
| | | | | | | Title: | | | Trustee | |
| | | | COMPANY STOCKHOLDERS: | | ||||||
| | | | Win-Light Capital, Co. | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | YueMei Zhu | |
| | | | | | | Title: | | | Director | |
| | | | COMPANY STOCKHOLDERS: | |
| | | |
Bhaskar Panigrahi
|
|
| | | | COMPANY STOCKHOLDERS: | |
| | | |
Girish Subramanya
|
|
| | | | COMPANY STOCKHOLDERS: | |
| | | |
Janaki Y
|
|
| | | | COMPANY STOCKHOLDERS: | |
| | | |
Myank Jain
|
|
| | | | COMPANY STOCKHOLDERS: | |
| | | |
Gaugarin Oliver
|
|
| | | | Monterey Capital Acquisition Corporation | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | | |
| | | | | | | Title: | | | | |
| | | | COMPANY: | | ||||||
| | | | MONTEREY CAPITAL ACQUISITION CORPORATION | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Bala Padmakumar | |
| | | | | | | Title: | | | Chief Executive Officer | |
| | | | SPONSOR HOLDERS: | | ||||||
| | | | MONTERREY ACQUISITION SPONSOR, LLC | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Bala Padmakumar | |
| | | | | | | Title: | | | Managing Member | |
| | | | | | |
Leela Gray
|
| |||
| | | | | | |
Kathy Cuocolo
|
| |||
| | | | | | |
Stephen Markscheid
|
|
| | | |
HOLDERS:
|
| ||||||
| | | |
|
| ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | ||
| | | | | | | Title: | | |
| | | |
Signature of Stockholder
|
| |||
| | | |
Print Name of Stockholder
Its: |
| |||
| | | | Address: | | |
|
|
| | | |
|
| |||
| | | |
|
|
| ConnectM Technology Solutions, Inc. | | | | | | | | ||||||
| By: | | |
|
| | | | ||||||
| Name: | | | | | | | | ||||||
| Its: | | | | | | | |
|
Date:
|
| | December 31, 2022 | |
|
To:
|
| | Monterey Capital Acquisition Corporation, a Delaware corporation (“Monterey” or “MCAC”) and ConnectM Technology Solutions, Inc., a Delaware corporation (“Target”). | |
|
Address:
|
| |
419 Webster Street
Monterey, California
|
|
|
From:
|
| | (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MCP, MSOF, and MSTO collectively as “Seller”) | |
|
Re:
|
| | OTC Equity Prepaid Forward Transaction | |
| Type of Transaction: | | | Share Forward Transaction | |
| Trade Date: | | | December 31, 2022 | |
| Pricing Date: | | | As specified in the Pricing Date Notice. | |
| Effective Date: | | | One (1) Settlement Cycle following the Pricing Date. | |
| Valuation Date: | | | The earliest to occur of (a) the third anniversary of the closing of the transactions between Counterparty and Target pursuant to a Business Combination Agreement, as was entered into on December 31, 2022 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “BCA”), by and among Counterparty, the Target and certain other parties thereto, to be reported on a Form 8-K filed by the Counterparty (the “Form 8-K”) (the “Business Combination”) and (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s discretion (not earlier than the day such notice is effective) after the occurrence of any of a (x) Seller VWAP Trigger Event or (y) a Delisting Event (in each case the “Maturity Date”). | |
| Seller VWAP Trigger Event | | | An event that occurs if the VWAP Price is at or below $5.00 per Share for any 20 trading days during a 30 consecutive trading day-period thereafter beginning 30 days following the closing of the Business Combination. | |
| VWAP Price: | | | For any scheduled trading day, the volume weighted average price per Share for such day as reported on the relevant Bloomberg Screen “MCAC <Equity> AQR SEC” (or any successor thereto), or if such price is not so reported on such trading day for any reason or is erroneous, the VWAP Price shall be as reasonably determined by the Calculation Agent. | |
| Dilutive Offering Reset | | | To the extent the Counterparty, after the date hereof, sells, enters any agreement to sell or grants any right to reprice, or otherwise dispose of or issues (or announce any offer, sale, grant or any option to purchase or other disposition) any Shares or any securities of the Counterparty or any of their respective subsidiaries which would entitle the holder thereof to acquire at any time Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares, at an effective price per share less than the then existing Reset Price then the Reset Price shall be modified to equal such reduced price. | |
| Reset Price | | | The Reset Price shall initially be the Initial Price. The Reset Price shall be adjusted on the first scheduled trading day of each week (each a “Reset Date”) commencing with the first week following the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior week, but not lower than $7.50; provided that the Reset Price may be further reduced pursuant to a Dilutive Offering Reset. | |
| Seller: | | | Seller. | |
| Buyer: | | | Counterparty. | |
| Shares: | | | Prior to the closing of the Business Combination, shares of the Class A common stock, par value $0.0001 per share, of Monterey (Ticker: “MCAC”) and, after the closing of the Business Combination, the Class A shares of ConnectM Technology Solutions, Inc. | |
| Number of Shares: | | | The number of Recycled Shares as specified in the Pricing Date Notice(s), but in no event more than the Maximum Number of Shares. The Number of Shares is subject to reduction only as described under “Optional Early Termination”. | |
| Maximum Number of Shares: | | | 6,600,000 Shares | |
| Initial Price: | | | Equals the Per-Share Redemption Price (the “Redemption Price”) as defined in Article IX of the Amended and Restated Certificate of Incorporation, effective as of May 10, 2022, as amended from time to time (the “Certificate of Incorporation”). | |
| Recycled Shares: | | | The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market or via redemption reversals (other than through Counterparty); provided that Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice. | |
| Prepayment: | | | Payment of the Prepayment Amount shall be made directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in Counterparty’s initial public offering and the sale of private placement units (the “Trust Account”) no later than the Prepayment Date. Counterparty shall provide (a) notice to Counterparty’s trustee of the entrance into this Confirmation no later than one (1) Local Business Day following the date hereof, with copy to Seller and Seller’s outside legal counsel, and (b) to Seller and Seller’s outside legal counsel a final draft of the flow of funds from the Trust Account prior to the closing of the Business Combination itemizing the Prepayment Amount due; provided that Seller shall be invited to attend any closing call in connection with the Business Combination. The Prepayment Amount shall be transferred to a new escrow account as further described in “Escrow” below. | |
| Escrow: | | |
At the written request of Seller, simultaneously with the closing of the Business Combination, MCAC shall transfer the Prepayment Amount into an escrow account for the benefit of the Seller (the “Escrow Account”) with Continental Stock Transfer & Trust Company (the “Escrow Agent”), subject to the terms of a written escrow agreement (the “Escrow Agreement”) to be entered into on or prior to the time reversals of redemptions in connection with the Business Combination are no longer permitted.
Upon receipt by the Escrow Agent and the Company of an OET Notice, resulting in a reduction to the Number of Recycled Shares, the Escrow Agent will release from the Escrow Account (a) to the Counterparty the Early Termination Obligation associated with such Terminated Shares and (b) to the Seller an amount in cash equal to the difference between the Initial Price and 95% of the Reset Price for each Terminated Share.
|
|
| | | | On the Valuation Date, the Escrow Agent shall transfer to the Seller an amount in cash equal to the product of (x)(i) the Number of Shares as set forth in the initial Pricing Date Notice less (b) the number of Terminated Shares (the “Matured Shares”) multiplied by (y) the Initial Price. The Seller shall transfer to the Escrow Agent for the benefit of the Counterparty the Matured Shares less the Maturity Shares and the Penalty Shares. | |
| Prepayment Amount: | | | A cash amount equal to the product of (i) the Number of Shares as set forth in the initial Pricing Date Notice and (ii) the Initial Price less (y) the Prepayment Shortfall. | |
| Prepayment Date: | | | Subject to Counterparty receiving the initial Pricing Date Notice, the earlier of (a) one (1) Local Business Day after the closing of the Business Combination and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination. | |
| Prepayment Shortfall: | | | An amount in USD equal to 1.0% of the product of the Number of Shares and the Initial Price; provided that Seller shall pay one half (1/2) of the Prepayment Shortfall to Counterparty on the Prepayment Date (which amount shall be netted from the Prepayment Amount) and the other one half (1/2) of the Prepayment Shortfall on the earlier of (a) the date that the SEC declares the Registration Statement effective (the “Registration Statement Effective Date”) and (b) the OET Date. | |
| Prepayment Shortfall Consideration: | | | Seller in its sole discretion may sell Recycled Shares at any time and at any sales price, without payment by Seller of any Early Termination Obligation (as defined below) until such time as the proceeds from the such sales equal 100% of the Prepayment Shortfall (as set forth under Shortfall Sales below) (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered hereunder, and (b) an Optional Early Termination, subject to the terms and conditions herein applicable to Terminated Shares, when an OET Notice (as defined below) is delivered hereunder, in each case the delivery of such notice in the sole discretion of the Seller. | |
| Variable Obligation: | | | Not applicable. | |
| Exchanges | | | The Nasdaq Global Market (Nasdaq). | |
| Related Exchange(s) | | | All Exchanges. | |
| Break-up Fees: | | | A break-up fee equal to (i) all of Seller’s actual out-of-pocket reasonable and documented fees, costs and expenses relating to the Transaction in an amount not to exceed $75,000 plus (ii) $500,000 (collectively, the “Break-up Fee”) shall be payable, jointly and severally, by the Counterparty and the Target to the Seller in the event this Confirmation or the Transaction is terminated by either the Counterparty or the Target; provided that Counterparty and Target may terminate this Transaction, including the Confirmation, with no liability to Seller, including without limitation the Break-up Fee, upon any Additional Termination Event; provided that notwithstanding any other provision, clause or proviso of this Confirmation, this Transaction, including the Confirmation, may not be terminated by Counterparty or Target after Seller purchases any Recycled Shares after the redemption deadline; provided further that Seller hereby waives any and all right, title and interest, or any claim of any kind they have or may have, in or to any monies held in the Counterparty’s Trust Account and agrees not to seek recourse against the Trust Account, in each case, as a result of, or arising out of, this Transaction; provided, however, that nothing in the foregoing waiver shall (x) serve to limit or prohibit Seller’s right to pursue a claim against the Counterparty for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Seller may have in the future against the Counterparty’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired | |
| | | | with any such funds), (z) be deemed to limit Seller’s right, title, interest or claim to the Trust Account by virtue of such Seller’s record or beneficial ownership of securities of the Counterparty acquired by any means other than pursuant to this Transaction or (aa) serve to limit Seller’s redemption right with respect to any such securities of the Seller other than during the term of this Confirmation. The Breakup Fee is not intended to constitute a liquidated damages provision, and it will be payable in addition to any other amount due and payable to Seller as a result of the occurrence of an Early Termination Date under the ISDA Master Agreement. | |
| Payment Dates: | | | Following the Business Combination the last day of each week or, if such date is not a Local Business Day, the next following Local Business Day, until the Maturity Date. | |
| Reimbursement of Legal Fees and Other Expenses: | | | Together with the Prepayment Amount, Counterparty shall pay to Seller an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Seller or its affiliates in connection with this Transaction not to exceed (a) $75,000, (b) a quarterly fee of $5,000 (initially payable on the Trade Date and upon the first Local Business Day of each quarter and (c) expenses actually incurred in connection with the acquisition of the Shares in an amount not to exceed $0.05 per Share and $0.03 per disposition of each Share. | |
| Settlement Terms | | | | |
| Settlement Method Election: | | | Not Applicable. | |
| Settlement Method: | | | Physical Settlement. | |
| Settlement Currency: | | | USD. | |
| Settlement Date: | | | Two (2) Local Business Days following the Valuation Date. | |
| Excess Dividend Amount | | | Ex Amount. | |
| Optional Early Termination: | | | From time to time and on any date following the Business Combination (any such date, an “OET Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, terminate the Transaction in whole or in part so long as Seller provides written notice to Counterparty (the “OET Notice”), no later than the later of (a) the fifth Local Business Day following the OET Date and (b) the first Payment Date after the OET Date which shall specify the quantity by which the Number of Shares is to be reduced (such quantity, the “Terminated Shares”) provided that “Terminated Shares” includes only such quantity of Shares by which the Number of Shares is to be reduced and included in an OET Notice and does not include any Shortfall Sale Shares or sales of Shares that are designated as Shortfall Sales (which designation can be made only up to the amount of Shortfall Sale Proceeds), any Share Consideration Shares sales or any other Share sales, which Shares will not be included in any OET Notice or included in the definition, or when calculating the number, of Terminated Shares. The effect of an OET Notice given shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to an amount from Seller, or if there is an Escrow Account, the Escrow Agent, and the Seller or Escrow Agent, as applicable, shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated Shares multiplied by (y) 95% of the Reset Price in respect of such OET Date | |
| | | | (an “Early Termination Obligation”), except that no such amount will be due to Counterparty upon any Shortfall Sale; provided that Seller or the Escrow Agent, as applicable, shall pay certain of the Early Termination Obligation to the accounts and in the amounts as directed by Counterparty. The remainder of the Transaction, if any, shall continue in accordance with its terms; provided that if the OET Date is also the stated Valuation Date, the remainder of the Transaction shall be settled in accordance with the other provisions of “Settlement Terms.” The Seller or Escrow Agent, as applicable, shall pay to Counterparty any and all unsatisfied Early Termination Obligations, calculated as of the last day of each calendar month, on the first Local Business Day following such day; provided that Seller or Escrow Agent, as applicable, shall be under no obligation to settle an Early Termination Obligation set forth in an OET Notice prior to one (1) Local Business Day following the settlement of the Share sale(s) covered in such OET Notice. | |
| Shortfall Sales: | | | From time to time and on any date following the Business Combination (any such date, a “Shortfall Sale Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, at any sales price, sell Shortfall Sale Shares, and in connection with such sales, Seller shall provide written notice to Counterparty (the “Shortfall Sale Notice”) no later than the later of (a) the fifth Local Business Day following the Shortfall Sales Date and (b) the first Payment Date after the Shortfall Sales Date, specifying the quantity of the Shortfall Sale Shares and the allocation of the Shortfall Sale Proceeds. Seller shall not have any Early Termination Obligation in connection with any Shortfall Sales. The Counterparty covenants and agrees for a period of at least sixty (60) Local Business Days (commencing on the Prepayment Date or if an earlier Registration Request is submitted by Seller on the Registration Statement Effective Date) not to issue, sell or offer or agree to sell any Shares, or securities or debt that is convertible, exercisable or exchangeable into Shares, including under any existing or future equity line of credit, until the Shortfall Sales equal the Prepayment Shortfall. | |
| Maturity Consideration: | | | The “Maturity Consideration” means an amount equal to the product of (1) (a) the Number of Shares as set forth in the initial Pricing Date Notice less (b) the number of Terminated Shares, multiplied by (2) $2.00; and $2.50, solely in the event of a Registration Failure. In the event the Maturity Date is determined by clause (a) or (b) of Valuation Date, on such Maturity Date, Seller shall be entitled to receive the Maturity Consideration in cash or, at the option of Counterparty (other than in the case of a Delisting Event), Shares based on the average daily VWAP Price over 30 scheduled trading days ending on the Maturity Date (such shares to be paid as Maturity Consideration, the “Maturity Shares”); provided that the Maturity Shares used to pay the Maturity Consideration (i) (a) are registered for resale under an effective registration statement pursuant to the Securities Act under which Seller may sell or transfer the Shares or (b) may be transferred by Seller without any restrictions including the requirement for the Counterparty to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2)) or the volume and manner of sale limitations under Rule 144 under the Securities Act and (ii) bear no restrictive legend (collectively, (i) and (ii) above, the “Share Conditions”); provided further that if the | |
| | | | Maturity Shares do not satisfy the Share Conditions, Seller shall instead receive such number of Shares equal to the product of (a) three (3) multiplied by (b) the (i) the Number of Shares as set forth in the initial Pricing Date Notice less (ii) the number of Terminated Shares, (the “Penalty Shares”); provided further that if the Penalty Shares satisfy the Share Conditions within 45 days after the Maturity Date, Seller shall return to Counterparty such number of Penalty Shares that are valued in excess of Maturity Consideration based on the 10-day VWAP ending on the date that such Shares satisfied the Share Conditions. Counterparty, at Sellers’s option, will pay the Maturity Consideration on a net basis such that Seller retains a number of shares due to Counterparty upon the Maturity Date equal to the number of Maturity Shares or Penalty Shares payable to Seller, only to the extent the Number of Shares due to Counterparty upon the Maturity Date are equal to or more than the number of Maturity Shares or Penalty Shares payable to Seller, with any Maturity Consideration remaining due to be paid to Seller in newly issued Shares. For the avoidance of doubt, in addition to the Maturity Consideration, at the Maturity Date, Seller will be entitled to an amount in cash from the Escrow Account of the Matured Shares multiplied by the Initial Price. | |
| Share Consideration: | | | In addition to the Prepayment Amount, Counterparty shall pay directly from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) 40,000 and (y) the Initial Price. The Shares purchased with the Share Consideration (the “Share Consideration Shares”) shall not be included in the Number of Shares in this Transaction, and the Seller and the Share Consideration Shares shall be free and clear of all obligations with respect to the Seller and such Share Consideration Shares in connection with this Confirmation. | |
| Cash Consideration | | | The Counterparty shall pay to Seller in cash an amount equal to the product of (x) the Prepayment Amount, multiplied by (y) 0.75% by no later than the Prepayment Date. The Cash Consideration shall be subject to a floor of $250,000. | |
| Share Registration | | | At the written request of Seller and no earlier than the Counterparty’s redemption deadline and no later than the Maturity Date (the “Registration Request”), within forty-five (45) calendar days of the Registration Request, Counterparty shall use its best efforts to file (at Counterparty’s sole cost and expense) with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement registering the resale of all shares held by the Seller, including the Recycled Shares and the Share Consideration (the “Registration Statement”), and have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earliest of (i) the 60th calendar day (or 105th calendar day if the Commission notifies the Counterparty that it will “review” the Registration Statement) following the Registration Request and (ii) the 5th Local Business Day after the date the Counterparty is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review. Upon notification by the Commission that the Registration Statement has been declared effective by the Commission, within two (2) Local Business Days thereafter, the Counterparty shall file the final prospectus under Rule 424 of the Securities Act of 1933, as amended containing a “plan of distribution” reasonably agreeable | |
| | | | to Seller. Counterparty shall not identify Seller as a statutory underwriter in the Registration Statement unless requested by the Commission. The Counterparty will use its reasonable best efforts to keep the Registration Statement covering the resale of the shares as described above continuously effective (except for customary blackout periods, up to twice per year and for a total of up to 15 calendar days (and not more than 10 calendar days in an occurrence), if and when the Counterparty is in possession of material non-public information the disclosure of which, in the good faith judgment of the Counterparty’s board of directors, would be prejudicial, and the Counterparty agrees to promptly notify Seller of any such blackout determination) until all such shares have been sold or may be transferred without any restrictions including the requirement for the Counterparty to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2) or the volume and manner of sale limitations under Rule 144 under the Securities Act; provided that Counterparty covenants and agrees to make all necessary filings, amendments, supplements and submissions in furtherance of the foregoing, including to register all of Seller’s Shares for resale; provided that it shall be a (“Registration Failure”) if (a) the Registration Statement covering all of the shares described above in this section is not declared effective after the 60th calendar day (or 105th calendar day if the Commission notifies the Counterparty that it will “review” the Registration Statement) after the Registration Request) or (b) the Registration Statement after it is declared effective ceases to be continuously effective (subject to the blackout periods as indicated above) as set forth in the preceding sentence for more than 15 consecutive calendar days. Seller will promptly deliver customary representations and other documentation reasonably acceptable to the Counterparty, its counsel and/or its transfer agent in connection with the Registration Statement, including those related to selling shareholders and to respond to SEC comments. If requested by Seller, the Counterparty shall remove or instruct its transfer agent to remove any restrictive legend with respect to transfers under the Securities Act from any and all Shares held by Seller if (1) the Registration Statement is and continues to be effective under the Securities Act, (2) such Shares are sold or transferred pursuant to Rule 144 under the Securities Act (subject to all applicable requirements of Rule 144 being met), or (3) such Shares are eligible for sale under Rule 144, without the requirement for the Counterparty to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Shares and without volume or manner-of-sale restrictions; provided that Seller shall have timely provided customary representations and other documentation reasonably acceptable to the Counterparty, its counsel and/or its transfer agent in connection therewith. Any fees (with respect to the transfer agent, Counterparty’s counsel or otherwise) associated with the issuance of any legal opinion required by the Counterparty’s transfer agent or the removal of such legend shall be borne by the Counterparty. If a legend is no longer required pursuant to the foregoing, the Counterparty will, no later than five (5) Local Business Days following the delivery by Seller to the Counterparty or the transfer agent (with notice to the Counterparty) of customary representations and other documentation reasonably acceptable to the | |
| | | | Counterparty, its counsel and/or its transfer agent, remove the restrictive legend related to the book entry account holding the Shares and make a new, unlegended book entry for the Shares. | |
| Share Adjustments: | | | | |
| Method of Adjustment: | | | Calculation Agent Adjustment. | |
| Extraordinary Events: | | | | |
| Consequences of Merger Events involving Counterparty: | | | | |
| Share-for-Share: | | | Calculation Agent Adjustment. | |
| Share-for-Other: | | | Cancellation and Payment. | |
| Share-for-Combined: | | | Component Adjustment. | |
| Tender Offer: | | | Applicable; provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by adding “, or of the outstanding Shares,” before “of the Issuer” in the fourth line thereof. Sections 12.1(e) and 12.1(l)(ii) of the Equity Definitions are hereby amended by adding “or Shares, as applicable,” after “voting Shares”. | |
| Consequences of Tender Offers: | | | | |
| Share-for-Share: | | | Calculation Agent Adjustment. | |
| Share-for-Other: | | | Calculation Agent Adjustment. | |
| Share-for-Combined: | | | Calculation Agent Adjustment. | |
| Composition of Combined Consideration: | | | Not Applicable. | |
| Nationalization, Insolvency or Delisting: | | | Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market, Nasdaq Capital Market or the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange. | |
|
Business Combination Exclusion:
|
| | Notwithstanding the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event, Tender Offer, Delisting or any other Extraordinary Event hereunder. | |
| Additional Disruption Events: | | | | |
|
(a)
Change in Law:
|
| | Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof. | |
|
(a)
Failure to Deliver:
|
| | Not Applicable. | |
|
(b)
Insolvency Filing:
|
| | Applicable. | |
|
(c)
Hedging Disruption:
|
| | Not Applicable. | |
|
(d)
Increased Cost of Hedging:
|
| | Not Applicable. | |
|
(e)
Loss of Stock Borrow:
|
| | Not Applicable. | |
|
(f)
Increased Cost of Stock Borrow:
|
| | Not Applicable. | |
| Determining Party: | | | For all applicable events, Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Determining Party, in which case a Third Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining Party. | |
| Additional Provisions: | | | | |
| Calculation Agent: | | | Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer in the relevant market selected by Counterparty in its sole discretion will be the Calculation Agent. | |
| | | | In the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation Agent, the Disputing Party shall have the right to require that the Calculation Agent have such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be jointly selected by the parties within one (1) Local Business Day after the Disputing Party’s exercise of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent”). If the parties are unable to agree on a Substitute Calculation Agent within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers shall agree on a Third Party Dealer by the end of the subsequent Local Business Day. Such Third Party Dealer shall be deemed to be the Substitute Calculation Agent. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered to the Calculation Agent not later than the third Local Business Day following the Local Business Day on which the Calculation Agent notifies the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute Calculation Agent shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second Local Business Day following the Substitute Calculation Agent’s appointment. The costs of such Substitute Calculation Agent shall be borne by (a) the Disputing Party if the Substitute Calculation Agent substantially agrees with the Calculation Agent or (b) the non-Disputing Party if the Substitute Calculation Agent does not substantially agree with the Calculation Agent. If, after following the procedures and within the specified time frames set forth above, a binding determination is not achieved, the original determination of the Calculation Agent shall apply. | |
| Non-Reliance: | | | Applicable. | |
| Agreements and Acknowledgements Regarding Hedging Activities: | | | Applicable. | |
| Additional Acknowledgements: | | | Applicable. | |
| Schedule Provisions: | | | | |
| Specified Entity: | | | In relation to both Seller and Counterparty for the purpose of: | |
| | | | Section 5(a)(v), Not Applicable | |
| | | | Section 5(a)(vi), Not Applicable | |
| | | | Section 5(a)(vii), Not Applicable | |
| Cross-Default | | | The “Cross-Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party. | |
| Credit Event Upon Merger | | | The “Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party. | |
| Automatic Early Termination: | | | The “Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party. | |
| Termination Currency: | | | United States Dollars. | |
| Additional Termination Events: | | |
Will apply to Seller and to Counterparty and Target. The occurrence of any of the following events shall constitute an Additional Termination Event in respect of which Seller and Counterparty and Target shall be Affected Parties:
(a)
The BCA is terminated pursuant to its terms prior to the closing of the Business Combination.
Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification” shall survive any termination due to the occurrence of either of the foregoing Additional Termination Events.
|
|
| Governing Law: | | | New York law (without reference to choice of law doctrine). | |
| Credit Support Provider: | | | With respect to Seller and Counterparty, None. | |
| Local Business Days: | | | Seller specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York. Counterparty specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York. | |
| Agreed and accepted by: | | | | |
| Monterey Capital Acquisition Corporation | | | | |
|
Name: Bala Padmakumar
Title:
Chief Executive Officer and Chairman
|
| | | |
| ConnectM Technology Solutions, Inc. | | | | |
|
Name: Bhaskar Panigrahi
Title:
Chief Executive Officer and Chairman
|
| | | |
| | | | | | | | | |
Incorporated by Reference
|
| | | | |||
|
Exhibit
|
| |
Description
|
| |
Schedule/
Form |
| |
File
Number |
| |
Exhibits
|
| |
Filing Date
|
|
| 2.1# | | | | |
8-K
|
| |
001-41389
|
| |
2.1
|
| |
1/3/2023
|
| |
| 2.2 | | | | |
8-K
|
| |
001-41389
|
| |
2.1
|
| |
10/16/2023
|
| |
| 2.3 | | | | |
8-K
|
| |
001-41389
|
| |
2.1
|
| |
4/12/2024
|
| |
| 3.1 | | | | |
8-K
|
| |
001-41389
|
| |
3.1
|
| |
5/16/2022
|
| |
| 3.2 | | | | |
S-1
|
| |
333-264460
|
| |
3.3
|
| |
4/22/2022
|
| |
| 3.3* | | | Amended and Restated Certificate of Incorporation of ConnectM Technology Solutions, Inc. (included as Annex B to this proxy statement/prospectus). | | | | | | | | | | | | | |
| 3.4* | | | Amended and Restated Bylaws of ConnectM Technology Solutions, Inc. (included as Annex C to this proxy statement/prospectus). | | | | | | | | | | | | | |
| 3.5 | | | | |
8-K
|
| |
001-41389
|
| |
3.1
|
| |
11/8/2023
|
| |
| 4.1 | | | | |
S-1
|
| |
333-264460
|
| |
4.2
|
| |
4/22/2022
|
| |
| 4.2 | | | | |
8-K
|
| |
001-41389
|
| |
4.1
|
| |
5/16/2022
|
|
| | | | | | | | | |
Incorporated by Reference
|
| | | | |||
|
Exhibit
|
| |
Description
|
| |
Schedule/
Form |
| |
File
Number |
| |
Exhibits
|
| |
Filing Date
|
|
| 4.3 | | | | |
8-K
|
| |
001-41389
|
| |
4.2
|
| |
5/16/2022
|
| |
| 5.1 | | | | | | | | | | | | | | | | |
| 8.1* | | | | | | | | | | | | | | | | |
| 10.1 | | | | |
8-K
|
| |
001-41389
|
| |
10.1
|
| |
5/16/2022
|
| |
| 10.2 | | | | |
8-K
|
| |
001-41389
|
| |
10.2
|
| |
5/16/2022
|
| |
| 10.3 | | | | |
8-K
|
| |
001-41389
|
| |
10.3
|
| |
5/16/2022
|
| |
| 10.4 | | | | |
8-K
|
| |
001-41389
|
| |
10.4
|
| |
5/16/2022
|
| |
| 10.5 | | | | |
8-K
|
| |
001-41389
|
| |
10.5
|
| |
5/16/2022
|
| |
| 10.6 | | | | |
S-1
|
| |
333-264460
|
| |
10.5
|
| |
4/22/2022
|
| |
| 10.7 | | | | |
8-K
|
| |
001-41389
|
| |
10.1
|
| |
1/3/2023
|
| |
| 10.8 | | | | |
8-K
|
| |
001-41389
|
| |
10.2
|
| |
1/3/2023
|
|
| | | | | | | | | |
Incorporated by Reference
|
| | | | |||
|
Exhibit
|
| |
Description
|
| |
Schedule/
Form |
| |
File
Number |
| |
Exhibits
|
| |
Filing Date
|
|
| 99.1* | | | | | | | | | | | | | | | | |
| 99.2* | | | | | | | | | | | | | | | | |
| 99.3* | | | | | | | | | | | | | | | | |
| 99.4* | | | | | | | | | | | | | | | | |
| 99.5* | | | | | | | | | | | | | | | | |
| 99.6** | | | Form of Preliminary Proxy Card. | | | | | | | | | | | | | |
| 101.INS | | | XBRL Instance Document. | | | | | | | | | | | | | |
|
101.CAL
|
| | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document. | | | | | | | | | | | | | |
|
101.DEF
|
| | XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | | | | | | |
| 101.LAB | | | XBRL Taxonomy Extension Labels Linkbase Document. | | | | | | | | | | | | | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | | | | | | |
|
107*
|
| | | | | | | | | | | | | | |
|
Signature
|
| |
Title
|
| |
Date
|
| |||
|
/s/ Bala Padmakumar
Bala Padmakumar
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| |
April 15, 2024
|
| |||
|
/s/ Daniel Davis
Daniel Davis
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
April 15, 2024
|
| |||
|
*
Leela Gray
|
| |
Director
|
| |
April 15, 2024
|
| |||
|
*
Kathy Cuocolo
|
| |
Director
|
| |
April 15, 2024
|
| |||
|
*
Stephen Markscheid
|
| |
Director
|
| |
April 15, 2024
|
| |||
|
*
Vivek Soni
|
| |
Director
|
| |
April 15, 2024
|
| |||
|
* Pursuant to Power of Attorney
|
| | | | | | | |||
|
By:
|
| |
/s/ Bala Padmakumar
Bala Padmakumar
Attorney-in-Fact |
| | | | | | |
Exhibit 5.1
|
919 Third Avenue New York, NY 10022 212 935 3000 mintz.com
|
April 15, 2024
Monterey Capital Acquisition Corporation
419 Webster Street
Monterey, CA 93940
Ladies and Gentlemen:
We have acted as counsel to Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of December 31, 2022, as amended (“Merger Agreement”), by and among the Company, ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), and Chronos Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of the Company, with ConnectM surviving as a wholly owned subsidiary of the Company and the securityholders of ConnectM becoming securityholders of the Company (the “Merger”).
This opinion is being rendered at the request of the Company in connection with the registration by the Company under the above-referenced Registration Statement (together with all amendments thereto as of the date hereof, the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of up to 16,384,300 shares of Class A Common Stock, which, in connection with the business combination contemplated by the Merger Agreement, will be classified as Common Stock (the “Common Stock”).
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinions hereinafter set forth below. These documents included, without limitation, (i) the Registration Statement, and all amendments thereto filed with the Commission prior to the date hereof; (ii) the Merger Agreement; (iii) the Company’s Amended and Restated Certificate of Incorporation, as amended, and (iv) the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Merger Agreement. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to all questions of fact material to these opinions, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.
Boston Los Angeles New York San Diego San Francisco toronto Washington
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
MINTZ April 15, 2024 Page 2 |
In connection with the opinions expressed below, we have assumed that, at and prior to the time of the issuance and delivery of any securities by the Company pursuant to the Registration Statement, (i) the Registration Statement has been declared effective and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings with respect thereto have been commenced or threatened, (ii) the business combination and transactions contemplated by the Merger Agreement and the Registration Statement will be consummated in accordance with the terms of the documents pertaining thereto, without any waiver or breach of any material terms or provisions thereof, and that such transactions will be effective under applicable law and (iii) the stockholders of the Company will have approved the Merger Agreement and the other proposals set forth in the proxy statement/prospectus included in the Registration Statement, which are to be presented and voted upon at the meeting as set forth in the proxy statement/prospectus included in the Registration Statement.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Common Stock, when issued in the manner and on the terms described in the Registration Statement and the Merger Agreement, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. The opinions expressed herein are rendered as of the date hereof and are based on existing law, which is subject to change. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinions should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.
Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the proxy statement/prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the inclusion in this Registration Statement of Monterey Capital Acquisition Corporation (the “Company”) on Amendment No. 3 to Form S-4 to be filed on April 15, 2024, of our report dated March 12, 2024, with respect to our audits of the consolidated financial statements of Monterey Capital Acquisition Corporation as of December 31, 2023 and 2022, and for the years then ended, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Adeptus Partners, LLC
Adeptus Partners, LLC
Ocean, New Jersey
April 15, 2024
Exhibit 23.2
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the inclusion in this Registration Statement of Monterey Capital Acquisition Corporation (the “Company”) on Amendment No. 3 to Form S-4 to be filed on April 15, 2024, of our report dated March 21, 2024, with respect to our audits of the consolidated financial statements of ConnectM Technology Solutions, Inc. as of December 31, 2023 and 2022, and for the years then ended, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Adeptus Partners, LLC
Adeptus Partners, LLC
Ocean, New Jersey
April 15, 2024
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
Q>)A6\T_P +J]M9M<7L5L@2W'\3 MX P?8'K["M:BD!R>A74MB%B;0]::XN) ;B[N%B^9C@%CB0D*.P'0#BNL%%%, ##__9 end