MCACU Monterey Capital Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): September 12, 2024

 

ConnectM Technology Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware (State or other jurisdiction of incorporation)

001-41389 (Commission File Number)

87-2898342 (I.R.S. Employer Identification Number)

 

2 Mount Royal Avenue, Suite 550 Marlborough, Massachusetts (Address of principal executive offices)

01752 (Zip code)

 

617-395-1333
(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		CNTM		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Note Conversion Agreements

 

On September 12, 2024, ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”) entered into (A) a Note Conversion Agreement with Arumilli LLC, a Delaware limited liability company (“Arumilli”), pursuant to which Arumilli converted $2,652,250 of principal and accrued but unpaid interest on certain promissory notes issued by the Company to Arumilli into 1,326,125 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a conversion price of $2.00 per share (the “Conversion Price”) and (B) a Note Conversion Agreement with SriSid LLC, a Delaware limited liability company (“SriSid”), pursuant to which SriSid converted $4,867,100 of principal and accrued but unpaid interest on certain promissory notes issued by the Company to SriSid into 2,443,550 shares of Common Stock at the Conversion Price (together, the “Note Conversion Agreements”).

 

The foregoing description of the Note Conversion Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Conversion Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. 

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information set forth in Item 1.01 relating to the issuance of shares of Common Stock pursuant to the Note Conversion Agreements is incorporated by reference herein in its entirety. All such shares were not registered under the Securities Act of 1933, as amended (“Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, the securities described herein.

 

Item 7.01 Regulation FD Disclosure.

 

Furnished as Exhibit 99.1 hereto is a press release issued in connection with the Note Conversion Agreements. 

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
10.1		Note Conversion Agreement by and between the Company and Arumilli LLC, dated as of September 12, 2024
10.2		Note Conversion Agreement by and between the Company and SriSid LLC, dated as of September 12, 2024
99.1		Press Release dated September 17, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: September 17, 2024

 

CONNECTM TECHNOLOGY SOLUTIONS, INC.
By:	/s/ Bhaskar Panigrahi
Name:	Bhaskar Panigrahi
Title:	Chief Executive Officer

 

 

Exhibit 10.1

 

NOTE CONVERSION AGREEMENT

 

This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of September 12, 2024 by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and Arnmilli LLC, a Delaware Limited Liability Company (the “Holder”).

 

R E C I T A L S

 

WHEREAS, the Company issued to the Holder promissory notes as in Exhibit A in the aggregate principal amount aggregate principal and accrued interest amount of $2,652,250 (the “Note”);

 

WHEREAS, following the consummation of the Company’s business combination, the Holder desires to convert all of the amounts due under the Note into shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a price of $2.00 per share (the “Conversion Price”);

 

WHEREAS, the Holder acknowledges that this Agreement is one of a series of substantially similar agreements (the “Other Conversion Agreements”) with other holders of certain outstanding debt instruments (collectively, the “Company Debt Instruments”) and notes (collectively, the “Other Company Notes”) of the Company (such other holders, referred to herein as the “Other Debt Holders”); and

 

WHEREAS, pursuant to the Other Conversion Agreements, the Other Debt Holders have agreed to convert all amounts due and outstanding under such Company Debt Instruments and Other Company Notes on substantially similar terms as provided to the Holder herein with respect to the Note.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.            Conversion of Notes into the Shares. The Company and the Holder acknowledge, agree, represent, warrant and covenant to each other as follows:

 

(a)            The Note is hereby amended to provide for the immediate conversion of all amounts due under the Note.

 

(b)            All amounts due under the Note shall be converted into 1,326,125 shares of Common Stock (the “Conversion Shares”). Promptly following the date hereof, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Conversion Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Conversion Shares in the Holder’s name.

 

 

(c)            Except as provided in this Agreement, all amounts due under the Note shall be fully and wholly satisfied and extinguished, and the Note shall be canceled and of no further force or effect, and neither Holder, nor any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, shall make any further claim against the Company relating to or arising out of the Note. A failure by Holder to deliver the Note to the Company on or after the date of this Agreement shall not give the Holder, or any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, any rights therein or thereto, and Holder shall indemnify and hold harmless the Company, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of Holder’s breach of the representations made in this Agreement and/or a failure to deliver the original Note to the Company which results in claims made therein, thereto or thereunder.

 

(d)            Notwithstanding anything to the contrary herein, the Holder shall not attempt to convert any portion of the Note and the Company shall not issue to the Holder any shares of Common Stock upon an attempted conversion of the Note pursuant to this Agreement, to the extent, after giving effect to such issuance, the Holder (together, in aggregate with the Other Debt Holders with respect to an attempted conversion of the Company Debt Instruments and the Other Company Notes pursuant to the Other Conversion Agreements), would (i) beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (ii) control in excess of 19.99% of the total voting power of the Company's securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuance in accordance with applicable rules of the NASDAQ (or any other applicable national securities exchange) (“Stockholder Approval”). For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (y) a more recent public announcement by the Company, or (z) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within two (2) business days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. If on any attempted conversion of the Note, as provided herein, the resulting issuance of Conversion Shares would result in the Holder, together with the Other Debt Holders with respect to any attempted conversion of the Company Debt Instruments and Other Company Notes, in aggregate, exceeding the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount and the Company shall not have previously obtained Stockholder Approval at the time of such conversion, then the Company shall only issue to the Holder a pro-rata portion of such number of Shares as may be issued to the Holder and the Other Debt Holders, in aggregate, below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, until such time as the Company obtains the Stockholder Approval.

 

 

2.            Share Reset. The number of Conversion Shares, as provided in Section 1(b), shall be subject to a one-time adjustment as follows:

 

(a)            Definitions:

 

(i)            “Reset Date” means the date that is the earlier of (A) the date that is six months from the date hereof, or (B) the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective.

 

(ii)            “Reset Price” means, with respect to one share of Common Stock, the greater of (A) the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.m. New York time over the five (5) trading days immediately preceding the Reset Date and (B) $1.25 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof).

 

(b)            On the Reset Date, if the Reset Price is less than $2.00 per share, then the Company shall issue to the Holder an additional number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the Conversion Price less the Reset Price and (B) the Conversion Share amount by (ii) the Reset Price (such additional shares, the “Reset Shares” and together with the Conversion Shares, the “Shares”). Promptly following the Reset Date, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Reset Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Reset Shares in the Holder’s name.

 

3.            Registration Rights. The Company represents, warrants and agrees that with respect to the Shares, the Holder will have the following registration rights: (i) one demand registration of the sale of the Shares at the Company’s expense, and (ii) unlimited “piggyback” registration rights for a period of five (5) years after the closing of the Company’s initial business combination at the Company’s expense.

 

4.            Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows:

 

(a)            The Holder has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Holder’s valid and legally binding obligation, enforceable in accordance with its terms.

 

(b)            The Holder is the sole holder of the Note being delivered to the Company as consideration for the issuance of the Shares. The Note is being delivered to the Company free and clear of any and all liens, charges, encumbrances, security agreements, pledge agreements, conditional sales agreements or other obligations relating to the sale or transfer thereof.

 

 

(c)            The Holder is acquiring the Shares for investment for the Holder’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Holder has no present intention of selling or distributing the Shares. The Holder understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued to the Holder by reason of a specific exemption from the registration provisions of the Securities Act. The Holder is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

 

(d)            Restrictions on Resale.

 

(i)            Legend. The Holder acknowledges that until registered under the Securities Act, the certificates representing the Shares shall bear the following or similar legend:

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

 

(ii)            Stop Order. The Holder further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Shares and to refuse to effect any transfers thereof in the absence of an effective registration statement with respect to the Shares or in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

 

5.            Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as follows:

 

(a)            The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

 

(b)            The issuance of the Shares has been duly authorized by the Company and the Shares, when issued upon conversion of the Notes in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable.

 

6.            General.

 

(a)            The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Corporation is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

 

 

(b)            This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

 

(c)            The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

 

(d)            This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

 

(e)            This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Remainder of page intentionally left blank]

 

 

IN WITNESS WHEREOF, the parties have executed this Note Conversion Agreement as of the date first written above.

 

	CONNECTM TECHNOLOGY SOLUTIONS, INC.
	By:	/s/ Bhaskar Panigrahi
		Name:	Bhaskar Panigrahi
		Title:	Chief Executive Officer
	HOLDER:
	Arnmilli LLC
	By:	/s/ Subba Arumilli
		Name:	Subba Arumilli
		Title:	Manager

 

 

Exhibit A

 

Note Date Maturity Date Loan Amount Interest accrued Total Payable

 

Note Date		Maturity Date		Loan Amount				Interest accrued				Total Payable
1/24/23		9/30/24			250,000				71,250				321,250
7/18/23		9/30/24			250,000				65,000				315,000
7/26/23		9/30/24			250,000				65,000				315,000
8/2/23		9/30/24			250,000				65,000				315,000
11/10/23		11/9/24			200,000				36,000				236,000
12/15/23		12/14/24			500,000				80,000				580,000
1/18/24		1/17/25			500,000				70,000				570,000

 

Total note amount to be converted: $ 2,652,250

 

Total number of shares at $2/share: 1,326,125

 

 

 

Exhibit 10.2

 

NOTE CONVERSION AGREEMENT

 

This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of September 12, 2024 by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and SriSid LLC, a Delaware Limited Liability Company (the “Holder”).

 

R E C I T A L S

 

WHEREAS, the Company issued to the Holder promissory note as in Exhibit A in the aggregate principal amount and accrued interest amount of $4,867,000 (the “Note”);

 

WHEREAS, following the consummation of the Company’s business combination, the Holder desires to convert all of the amounts due under the Note into shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”) at a price of $2.00 per share (the “Conversion Price”);

 

WHEREAS, the Holder acknowledges that this Agreement is one of a series of substantially similar agreements (the “Other Conversion Agreements”) with other holders of certain outstanding debt instruments (collectively, the “Company Debt Instruments”) and notes (collectively, the “Other Company Notes”) of the Company (such other holders, referred to herein as the “Other Debt Holders”); and

 

WHEREAS, pursuant to the Other Conversion Agreements, the Other Debt Holders have agreed to convert all amounts due and outstanding under such Company Debt Instruments and Other Company Notes on substantially similar terms as provided to the Holder herein with respect to the Note.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.            Conversion of Notes into the Shares. The Company and the Holder acknowledge, agree, represent, warrant and covenant to each other as follows:

 

(a)            The Note is hereby amended to provide for the immediate conversion of all amounts due under the Note.

 

(b)            All amounts due under the Note shall be converted into 2,433,550 shares of Common Stock (the “Conversion Shares”). Promptly following the date hereof, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Conversion Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Conversion Shares in the Holder’s name.

 

 

(c)            Except as provided in this Agreement, all amounts due under the Note shall be fully and wholly satisfied and extinguished, and the Note shall be canceled and of no further force or effect, and neither Holder, nor any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, shall make any further claim against the Company relating to or arising out of the Note. A failure by Holder to deliver the Note to the Company on or after the date of this Agreement shall not give the Holder, or any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, any rights therein or thereto, and Holder shall indemnify and hold harmless the Company, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of Holder’s breach of the representations made in this Agreement and/or a failure to deliver the original Note to the Company which results in claims made therein, thereto or thereunder.

 

(d)            Notwithstanding anything to the contrary herein, the Holder shall not attempt to convert any portion of the Note and the Company shall not issue to the Holder any shares of Common Stock upon an attempted conversion of the Note pursuant to this Agreement, to the extent, after giving effect to such issuance, the Holder (together, in aggregate with the Other Debt Holders with respect to an attempted conversion of the Company Debt Instruments and the Other Company Notes pursuant to the Other Conversion Agreements), would (i) beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (ii) control in excess of 19.99% of the total voting power of the Company's securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuance in accordance with applicable rules of the NASDAQ (or any other applicable national securities exchange) (“Stockholder Approval”). For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (y) a more recent public announcement by the Company, or (z) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within two (2) business days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. If on any attempted conversion of the Note, as provided herein, the resulting issuance of Conversion Shares would result in the Holder, together with the Other Debt Holders with respect to any attempted conversion of the Company Debt Instruments and Other Company Notes, in aggregate, exceeding the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount and the Company shall not have previously obtained Stockholder Approval at the time of such conversion, then the Company shall only issue to the Holder a pro-rata portion of such number of Shares as may be issued to the Holder and the Other Debt Holders, in aggregate, below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, until such time as the Company obtains the Stockholder Approval.

 

 

2.            Share Reset. The number of Conversion Shares, as provided in Section 1(b), shall be subject to a one-time adjustment as follows:

 

(a)            Definitions:

 

(i)            “Reset Date” means the date that is the earlier of (A) the date that is six months from the date hereof, or (B) the date that a registration statement filed with the Securities and Exchange Commission registering the Conversion Shares for resale, is declared effective.

 

(ii)            “Reset Price” means, with respect to one share of Common Stock, the greater of (A) the volume weighted average price of the Common Stock on the principal market for the Common Stock during the period beginning at 9:30:01 a.m., New York time and ending at 4:00:00 p.m. New York time over the five (5) trading days immediately preceding the Reset Date and (B) $1.25 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof).

 

(b)            On the Reset Date, if the Reset Price is less than $2.00 per share, then the Company shall issue to the Holder an additional number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the Conversion Price less the Reset Price and (B) the Conversion Share amount by (ii) the Reset Price (such additional shares, the “Reset Shares” and together with the Conversion Shares, the “Shares”). Promptly following the Reset Date, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Reset Shares or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Reset Shares in the Holder’s name.

 

3.            Registration Rights. The Company represents, warrants and agrees that with respect to the Shares, the Holder will have the following registration rights: (i) one demand registration of the sale of the Shares at the Company’s expense, and (ii) unlimited “piggyback” registration rights for a period of five (5) years after the closing of the Company’s initial business combination at the Company’s expense.

 

4.            Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows:

 

(a)            The Holder has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Holder’s valid and legally binding obligation, enforceable in accordance with its terms.

 

(b)            The Holder is the sole holder of the Note being delivered to the Company as consideration for the issuance of the Shares. The Note is being delivered to the Company free and clear of any and all liens, charges, encumbrances, security agreements, pledge agreements, conditional sales agreements or other obligations relating to the sale or transfer thereof.

 

 

(c)            The Holder is acquiring the Shares for investment for the Holder’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Holder has no present intention of selling or distributing the Shares. The Holder understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued to the Holder by reason of a specific exemption from the registration provisions of the Securities Act. The Holder is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

 

(d)            Restrictions on Resale.

 

(i)            Legend. The Holder acknowledges that until registered under the Securities Act, the certificates representing the Shares shall bear the following or similar legend:

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

 

(ii)            Stop Order. The Holder further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Shares and to refuse to effect any transfers thereof in the absence of an effective registration statement with respect to the Shares or in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

 

5.            Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as follows:

 

(a)            The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

 

(b)            The issuance of the Shares has been duly authorized by the Company and the Shares, when issued upon conversion of the Notes in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable.

 

6.            General.

 

(a)            The parties agree that if changes to any terms of this Agreement are necessary to comply with applicable federal securities laws or regulations, or requirements of The Nasdaq Stock Market, LLC, or other national securities exchange, or over the counter market on which the Common Stock of the Corporation is listed, quoted and/or traded, the parties hereby agree to negotiate in good faith to amend this Agreement accordingly to be in compliance with such laws and regulations.

 

 

(b)            This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

 

(c)            The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

 

(d)            This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

 

(e)            This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Remainder of page intentionally left blank]

 

 

IN WITNESS WHEREOF, the parties have executed this Note Conversion Agreement as of the date first written above.

 

	CONNECTM TECHNOLOGY SOLUTIONS, INC.
	By:	/s/ Bhaskar Panigrahi
		Name:	Bhaskar Panigrahi
		Title:	Chief Executive Officer
	HOLDER:
	SriSid LLC
	By:	/s/ Sudheer Doupaty
		Name:	Sudheer Doupaty
		Title:	Manager

 

 

Exhibit A

 

Note Date		Maturity Date		Loan Amount				Interest accrued				Total Payable
10/28/22		9/30/24			500,000.00				165,000				665,000
3/1/23		9/30/24			250,000.00				67,500				317,500
4/7/23		9/30/24			250,000.00				70,000				320,000
8/2/23		9/30/24			750,000.00				195,000				945,000
9/15/23		9/30/24			250,000.00				55,000				305,000
9/25/23		9/30/24			650,000.00				143,000				793,000
10/19/23		10/19/24			250,000.00				50,000				300,000
10/27/23		10/26/24			250,000.00				50,000				300,000
11/9/23		11/8/24			350,000.00				63,000				413,000
12/15/23		12/14/24			210,000.00				33,600				243,600
5/16/24		5/15/25			125,000.00				7,500				132,500
5/20/24		5/19/25			125,000.00				7,500				132,500

 

Total note amount to be converted: $4,867,100

 

Total number of shares at $2/share: 2,433,550

 

 

 

Exhibit 99.1

 

ConnectM Successfully Eliminates $7.5 Million in Debt, Reaching Halfway Mark in Debt-To-Equity Conversion

 

~ Conversion Reduces Annual Interest Expense by $1.8 Million Transferring to Free Cash Flow of Equal Value ~

 

Marlborough, MA, September 17, 2024 – ConnectM Technology Solutions, Inc. (Nasdaq: CNTM) (“ConnectM” or the “Company”), a technology company focused on the electrification economy, today announced the Company has completed more than half of its initial tranche of a debt-to-equity swap by converting $7.5 million of the Company’s outstanding debt to common equity at $2.00 per share. This action begins a series of balance sheet deleveragings as ConnectM seeks to maximize value for shareholders. Today’s transaction executes on the previously announced approval from the Company’s Board of Directors to convert up to $15 million of the Company’s outstanding debt to common equity at $2.00 per share.

 

About ConnectM Technology Solutions, Inc.

 

ConnectM is at the forefront of advancing the electrification economy, integrating electrified energy assets with its AI-driven technology solutions platform. Serving residential and light commercial buildings, as well as all-electric original equipment manufacturers (OEMs), ConnectM’s proprietary platform accelerates the transition to solar and all-electric heating, cooling, and transportation. By leveraging technology, data, artificial intelligence, contemporary design, and behavioral economics, ConnectM aims to make electrification more user-friendly, affordable, precise, and socially impactful. The company’s vertically integrated approach includes wholly-owned service networks and a comprehensive technology stack, enabling customers to reduce their reliance on fossil fuels, lower energy costs, and minimize their carbon footprint. ConnectM is headquartered in Marlborough, Massachusetts.

 

For more information, please visit: https://www.connectm.com/

 

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this press release, regarding our future financial performance and our strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. We caution you that the forward-looking statements contained herein are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

 

In addition, we caution you that the forward-looking statements regarding the Company contained in this press release are subject to the risks and uncertainties described in the “Cautionary Note Regarding Forward-Looking Statements” section of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024. Such filing identifies and addresses other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ConnectM is under no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Contact:

 

MZ North America

 

(203) 741-8811

 

ConnectM@mzgroup.us

 

 

v3.24.3

Cover	Sep. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 12, 2024
Entity File Number	001-41389
Entity Registrant Name	ConnectM Technology Solutions, Inc.
Entity Central Index Key	0001895249
Entity Tax Identification Number	87-2898342
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2 Mount Royal Avenue
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Marlborough
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01752
City Area Code	617
Local Phone Number	395-1333
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	CNTM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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