0001104659-24-080228.txt : 20240716 0001104659-24-080228.hdr.sgml : 20240716 20240716164107 ACCESSION NUMBER: 0001104659-24-080228 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240712 FILED AS OF DATE: 20240716 DATE AS OF CHANGE: 20240716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Monterey Acquisition Sponsor, LLC CENTRAL INDEX KEY: 0001904446 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41389 FILM NUMBER: 241120098 BUSINESS ADDRESS: STREET 1: 419 WEBSTER STREET CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 650 537 1537 MAIL ADDRESS: STREET 1: 419 WEBSTER STREET CITY: MONTEREY STATE: CA ZIP: 93940 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Padmakumar Bala CENTRAL INDEX KEY: 0001904506 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41389 FILM NUMBER: 241120099 MAIL ADDRESS: STREET 1: 419 WEBSTER STREET CITY: MONTEREY STATE: CA ZIP: 93940 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ConnectM Technology Solutions, Inc. CENTRAL INDEX KEY: 0001895249 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 MOUNT ROYAL AVENUE, SUITE 550 CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 617-395-1333 MAIL ADDRESS: STREET 1: 2 MOUNT ROYAL AVENUE, SUITE 550 CITY: MARLBOROUGH STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: Monterey Capital Acquisition Corp DATE OF NAME CHANGE: 20211123 4 1 tm2419521-10_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-07-12 0 0001895249 ConnectM Technology Solutions, Inc. CNTM 0001904506 Padmakumar Bala C/O CONNECTM TECHNOLOGY SOLUTIONS, INC. 2 MOUNT ROYAL AVE., SUITE 550 MARLBOROUGH MA 01752 1 1 1 0 See Remarks 0001904446 Monterey Acquisition Sponsor, LLC 419 WEBSTER STREET MONTEREY CA 93940 0 0 1 0 0 Class A Common Stock 2024-07-12 4 C 0 1625000 A 1625000 I See Footnote Class A Common Stock 2024-07-12 4 J 0 1625000 D 0 I See Footnote Common Stock 2024-07-12 4 J 0 1625000 A 1625000 I See Footnote Class B Common Stock 2024-07-12 4 C 0 1625000 D Class A Common Stock 1625000 0 I See Footnote Warrants (Right to Buy) 11.50 2024-07-12 4 J 0 3040000 1.00 A 2024-07-12 Class A Common Stock 3040000 3040000 I See Footnote Warrants (Right to Buy) 11.50 2024-07-12 4 J 0 3040000 D 2024-07-12 Class A Common Stock 3040000 0 I See Footnote Warrants (Right to Buy) 11.50 2024-07-12 4 J 0 3040000 A 2024-07-12 Common Stock 3040000 3040000 I See Footnote Warrants (Right to Buy) 11.50 2024-07-12 4 J 0 750000 1.00 A 2024-07-12 Common Stock 750000 3790000 I See Footnote Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 31, 2022 and as it may be amended from time to time, by and among Monterey Capital Acquisition Corporation (now known as ConnectM Technology Solutions, Inc. and referred to herein as the "Issuer"), ConnectM Operations, Inc. (formerly known as ConnectM Technology Solutions, Inc.), and Chronos Merger Sub, Inc., a wholly-owned subsidiary of the Issuer (such transactions, the "Business Combination"), shares of the Issuer's Class B common stock held by the Reporting Person automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis and without any additional consideration. The Class B common stock had no expiration date and no exercise price. These shares are held by Monterrey Acquisition Sponsor, LLC (the "Sponsor"), of which the Reporting Person serves as the managing member. As such, the Reporting Person may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Pursuant to the Issuer's Second Amended and Restated Certificate of Incorporation, filed in connection with the consummation of the Business Combination, the Issuer completed a reclassification whereby each share of the Issuer's Class A common stock was reclassified on a one-for-one basis, and without any additional consideration, into a share of the Issuer's common stock, par value $0.0001 per share. These warrants were purchased on May 10, 2022 pursuant to the private placement warrant agreement, dated May 10, 2022, by the Issuer and the Sponsor, upon consummation of the Issuer's initial public offering and became exercisable on July 12, 2024 upon completion of the Business Combination. These warrants will expire on July 12, 2029, which is the five year anniversary of the Business Combination, or earlier upon redemption. These warrants were issued upon completion of the Business Combination in accordance with the Sponsor's election to convert $750,000 of the outstanding principal amount under convertible promissory notes previously issued to the Sponsor. Vice-Chairman of the Board, Corporate Development Exhibit List: Exhibit 24.1 - Power of Attorney for Bala Padmakumar Exhibit 24.2 - Power of Attorney for Monterrey Acquisition Sponsor, LLC /s/ Bhaskar Panigrahi, Attorney-in-Fact 2024-07-16 EX-24.1 2 tm2419521d10_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

LIMITED POWER OF ATTORNEY

July 12, 2024

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Bhaskar Panigrahi and Mahesh Choudhury of the Company and Shashi Khiani, Caroline Steck and Nicholas Penn of Polsinelli PC as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

Prepare, execute, acknowledge, deliver and file Forms 144, Schedules 13G or 13D, and Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of notices of proposed sales and beneficial ownership reports, with respect to the securities of ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Rule 144 promulgated under the Securities Act of 1933, as amended from time to time (the “Securities Act”) and/or Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

This Limited Power of Attorney authorizes, but does not require, each attorney-in-fact to act in his or her discretion on information provided to each such attorney-in-fact without independent verification of such information;

Any documents prepared and/or executed by an attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as each such attorney-in-fact, in his or her discretion, deems necessary or desirable;

None of the Company or any such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Securities Act or the Exchange Act, including without limitation the reporting requirements under Rule 144 under the Securities Act or Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each attorney-in-fact.

IN WITNESS WHEREOF, the undersigned hereto has caused this Limited Power of Attorney to be duly executed as of the day and year first above written.

	By:	/s/ Bala Padmakumar
	Name:	Bala Padmakumar

EX-24.2 3 tm2419521d10_ex24-2.htm EXHIBIT 24.2

Exhibit 24.2