ConnectM Technology Solutions, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the fiscal year ended December 31, 2025. Based on this evaluation, our Chief Executive Officer has concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below. Management’s Report on Internal Control Over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: ● Pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors, and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses described below. This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Remediation of Material Weakness in Internal Controls In connection with the preparation and audit of our consolidated financial statements as of and for the years ended December 31, 2025 and 2024, material weaknesses were identified in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis. The following material weaknesses were identified: ● Revenue Recognition and Financial Close Processes – Deficiencies in the application of revenue recognition policies, including the Right to Invoice Practical Expedient under ASC 606-10-55-18 for Managed Service Agreement contracts and the timing of revenue recognition for solar installations prior to completion of the applicable performance obligation; inability to timely close books, contributing to an elevated volume of audit adjustments across subsidiary trial balances. 92 Table of Contents ● Complex Financial Instruments and Valuations – Deficiencies in the identification and accounting for derivative instruments embedded in debt conversion agreements with multiple counterparties (one cause of the restatement of the third quarter 2024 financial statements); deficiencies in the accounting for the forward purchase agreement, the valuation of convertible notes under the fair value option, the classification of current versus non-current debt, and the measurement of contingent consideration related to the Delivery Circle acquisition. ● Acquisitions, Business Combinations, and Related Transactions – Deficiencies in the accounting for the de-SPAC transaction completed in July 2024 (accounted for as a reverse recapitalization) and the acquisitions of Delivery Circle and Green Energy Gains; failure to identify the Green Energy Gains acquisition as a related party transaction prior to Board approval; deficiencies in the accounting for deferred offering costs associated with the business combination. ● Impairment Testing and Balance Sheet Presentation – Deficiencies in the timely identification of triggering events and determination of impairment for intangible assets and goodwill at Solar Energy Systems (Florida Solar) and Cazeault Solar and Home, for which full impairment was recorded; recurring deficiencies in the classification of current versus non-current liabilities on the balance sheet. ● Control Environment and Internal Control Framework – o The Company has not fully implemented a comprehensive internal control framework in accordance with the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (COSO 2013), resulting in pervasive deficiencies across the control environment, risk assessment, control activities, information and communication, and monitoring components. The absence of a formally adopted and operationalized control framework has limited the Company’s ability to systematically identify, assess, and respond to financial reporting risks on a timely basis. o Additionally, the Company lacks a formal, documented process for the independent review of significant accounting estimates by qualified personnel at each interim and annual reporting date, increasing the risk that estimates are not subjected to sufficient scrutiny prior to inclusion in the financial statements. ● IT General Controls, Systems Infrastructure, and Inventory Management – o The Company’s financial reporting processes are significantly dependent on QuickBooks, a platform that lacks the robust reporting capabilities, segregation of duties controls, and user access management features required for a public company reporting environment. The manual and error-prone nature of the financial close process, compounded by inadequate IT general controls, has contributed to delays and an elevated risk of undetected errors in the financial statements. o Furthermore, the Company currently maintains inventory records in Excel spreadsheets rather than within an integrated accounting or inventory management system, raising the risk of errors, data inconsistencies, and the absence of a sufficient audit trail, and creating challenges in ensuring completeness, accuracy, and timely reconciliation of inventory balances. ● Contract Management and Document Integrity – o The Company lacks a centralized contract repository or standardized checklist for capturing key contract terms and their accounting implications, creating risk of unrecorded or incorrectly recorded transactions. o In addition, the Company identified certain unsigned key documents, including conversion notices, agreements, and certificates of completion, which impacts the enforceability of such agreements and raises concerns over the completeness and accuracy of the related accounting records. Management expects to address these deficiencies by implementing remediation measures, including those already taken to date, which include the following: ● Engaged an expert technical accounting advisor to prepare formal accounting memoranda supporting the Company’s revenue recognition policies and other complex accounting treatments in accordance with the FASB Accounting Standards Codification, including documentation of significant estimates, judgments, and transaction-specific accounting conclusions; 93 Table of Contents ● Engaged an external valuation specialist for all derivative instruments, notes conversion valuations, forward purchase agreement valuations, and contingent consideration remeasurements; ● Designed and implemented internal controls over Treasury Management requiring systematic evaluation of all new debt instruments for embedded derivative features at inception; ● Designed and implemented internal controls within the Record-to-Report cycle for triggering event identification and impairment testing, supported by enhanced monthly flux analysis and segment-level profitability reporting; ● Overhauled the books closure process, including implementation of a fourth-business-day close target, prior-period trial balance lock-out, a responsibility assignment matrix for close task ownership, daily standup calls with controllers and the consolidation team, and a quarterly books clean-up cycle; ● Establishing an M&A Steering Committee with a formalized due diligence framework incorporating explicit related-party identification procedures, a post-transaction integration playbook, and a requirement for independent auditor sign-off on all purchase price allocations and contingent consideration remeasurements before recording to the general ledger; and ● Significantly expanded the Company’s financial reporting capacity by engaging a Consultant Financial Reporting Manager with public company accounting and SEC reporting experience, hiring SEC reporting specialists, onboarding a tax consultant, and establishing a dedicated Auditor Coordinator role. ● The Company will establish a centralized contract repository and implement standardized checklists to identify key contract terms and ensure appropriate accounting treatment. ● The Company will enhance its IT control environment by upgrading systems and strengthening user access controls, and will formalize and streamline the financial close process to reduce manual intervention and risk of error. ● The Company will implement a formal process requiring independent review of significant accounting estimates by qualified personnel at each reporting date. ● The Company will transition inventory records to an integrated accounting or inventory management system and implement controls to ensure completeness, accuracy, and timely reconciliation of inventory balances. ● The Company will enforce formal documentation and approval procedures to ensure all key agreements and supporting documents are properly executed, maintained, and accessible. We believe that the actions described above, when fully implemented and sustained over sufficient consecutive reporting periods, will remediate the material weaknesses described above. However, certain of these remediation measures are ongoing, and we cannot provide assurance that all measures will prove to be sufficient or that additional measures will not be required. Inherent Limitations on Effectiveness of Controls While management is working to remediate the material weaknesses described above, there is no assurance that these remediation efforts, when economically feasible and sustainable, will successfully remediate the identified material weaknesses. If we are unable to establish and maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us and the value of our common stock could be materially and adversely affected and the Company could be subject to sanctions or investigations by the SEC or other regulatory authorities. Effective internal control over financial reporting is necessary for us to provide reliable and timely financial reports and is designed to reasonably detect and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. 94 Table of Contents For as long as we are a “smaller reporting company” under the U.S. securities laws, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. An independent assessment of the effectiveness of internal control over financial reporting could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation. Moreover, we do not expect that internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The failure of our control systems to prevent error or fraud could materially adversely impact us. Changes in Internal Control over Financial Reporting Other than the changes associated with the material weaknesses and remediation actions noted above, there have been no changes to our internal control over financial reporting that occurred during the year ended December 31, 2025. Item 9B. Other Information. Securities trading plans of Directors and Executive Officers. During the fiscal fourth quarter of 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the  adoption  or  termination  of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. ​ 95 Table of Contents PART III Item 10. Directors, Executive O ffi cers and Corporate Governance. Insider Trading Policy The Company has adopted an insider trading compliance policy and program applicable to directors, executive officers and employees. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the OTC Markets Group Inc. listing standards. A copy of the insider trading policy is filed as Exhibit 19.1 to this Report on Form 10-K. Code of Ethics All of our employees, including our Chief Executive Officer and Chief Financial Officer, are required to abide by our Code of Ethics to ensure that our business is conducted in a consistently legal and ethical manner. These policies form the foundation of a comprehensive process that includes compliance with corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct, and a commitment to honesty, fair dealing and full compliance with all laws and regulations affecting the Company’s business. Our policies and procedures cover all major areas of professional conduct, including employment policies, conflicts of interest, intellectual property and the protection of confidential information, as well as strict adherence to laws and regulations applicable to the conduct of our business. As required by the Sarbanes-Oxley Act of 2002, our Audit Committee has procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. A copy of the Code of Ethics is filed as Exhibit 14.1 to this Annual Report on Form 10-K. We will disclose any future amendments to, or waivers from, provisions of these ethics policies and standards on our website as promptly as practicable, as may be required under applicable SEC and Nasdaq rules and, to the extent required, by filing Current Reports on Form 8-K with the SEC disclosing such information. Directors, Executive Officers and Corporate Governance. The following table sets forth certain information as of the date of this Report, with respect to our directors, executive officers and significant employees. ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Title Bhaskar Panigrahi 56 Chairman of the Board and Chief Executive Officer Bala Padmakumar 64 Vice-Chairman of the Board, Corporate Development Girish Subramanya 49 Chief Technology Officer Mahesh Choudhury 55 Principal Financial Officer & Vice President, U.S. Operations Kevin Stateham 55 Vice President, Sales and Corporate Development Kathy Cuocolo(1)(2)(3) 73 Director Stephen Markscheid(1)(2)(3) 71 Director Gautam Barua(1)(2)(3) 53 Director (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee 96 Table of Contents Information about our Executive Officers and Directors Bhaskar Panigrahi is a member of our board of directors and serves as the Chairman of ConnectM and has been Chief Executive Officer of ConnectM since November 2015. Mr. Panigrahi has a rich experience of more than 25 years as a serial entrepreneur and investor. Mr. Panigrahi has an extensive experience in setting up, building, formulating corporate strategy and direction for various successful organizations. Mr. Panigrahi is also an investor in, and board member of, CCI Energy/Fairhaven Wind, Sure Ventures, BluStream Corp, and Blue Cloud Ventures. Prior to ConnectM, Mr. Panigrahi was Chairman and co-founder of Cambridge Energy Holdings from 2008 to 2016, and led the launching and building of multiple clean energy ventures including Cambridge Energy Resources (ultra-thin silicon wafers), Cambridge Clean Energy (replacing diesel with Solar and Battery in telecom towers in emerging economy), CCI Energy (community wind and solar projects under long term PPAs), EMX Control (light-weight controllers for renewable installations), and others. Prior to Cambridge Energy Holdings, Mr. Panigrahi was co-founder and chairman of Cambridge Technology Enterprises from 2004 to 2010, a global business and technology Services company where Mr. Panigrahi led a successful initial public offering on both Bombay and National Stock Exchange in India. Under his leadership, Cambridge Technology grew at 100% compound annual growth rate. Prior to Cambridge Technology Enterprises, Mr. Panigrahi served as Chief Executive Officer of CellExchange from 2002 to 2005, which acts as an enterprise systems developer to government enterprises and was named a Washington Technology Fast 50 company. Mr. Panigrahi also served as the Chief Executive Officer of Unique Computing Solutions and e-Solutions Integrator from 2000 to 2002, an internet technology and services firm. Mr. Panigrahi holds a BS in Computer Science from National Institute of Technology, Suratkal, India. We believe that Mr. Panigrahi has the qualifications to be a member of our board of directors because of his extensive experience being chairman and board of directors in multiple companies in the past and his leadership ability to set direction, vision, and leadership with guidance from other directors. Bala Padmakumar is a member of our board of directors and serves as Vice Chairman of ConnectM. In addition to his role as director, Mr. Padmakumar focuses on strategic financing, investor communications and strategic roadmap and product development. Mr. Padmakumar had been MCAC’s Chief Executive Officer and the Chairman of the MCAC board of directors since September 2021. Mr. Padmakumar is a broad based entrepreneur and technologist with a strong background in strategic partnerships, product and business development, technology and operations, private equity, and venture capital environments. Since August 2020, Mr. Padmakumar has been a partner at Advantary LLC, where he specializes in business development and advises on strategic matters. Since January 2021, he has been actively advising the Asia practice of FocalPoint Partners LLC, a boutique investment bank, on deal flow diligence in the clean transition space in Asia. Since June 2021, he has been an advisor to the Chief Executive Officer of NTherma Corporation on strategic relationships and capital raising activities. From July 2016 to December 2021, Mr. Padmakumar has also advised on deal flow and provided operational support to portfolio companies for a fund set up to support SK Telecom Co., Ltd.’s strategic interests. From 2007 through 2010, Mr. Padmakumar was a Venture Partner at X/Seed Capital Management, LLC, where he focused on transactions in the cleantech and materials sectors. Additionally, from 2011 to October 2020, Mr. Padmakumar was the Chief Executive Officer at Amperics, Inc., a developer and vendor of high energy density ultracap hybrid storage systems. Mr. Padmakumar also has extensive experience in the clean energy sectors, having been an advisor to Lionrock Batteries Ltd., which creates flexible batteries and high performance separator technology from 2019 to 2024, an advisor to the board of directors and CEO of Hyperscale Data Center Company, a company focused on energy usage efficiency in hyperscale data centers from 2018 to 2020, and an advisor to the chairman of Advanced Systems Automation Limited in Singapore, where he advised on issues surrounding urban transportation, High Energy Density Li Ion battery (NMC technology) and 3D printing technology from 2017 to 2019. Mr. Padmakumar has a Bachelor’s Degree in Technology from the University of Madras in Chemical Engineering and a Master of Science Degree in Chemical Engineering from Stanford University. We believe that Mr. Padmakumar has the qualifications to be a member of our Board of Directors because of his broad experience advising on capital raising and corporate strategy, serving as a mentor to individuals, startups, and corporations seeking innovation and accelerated growth, and as an advisor to several early-stage companies from audio technologies to SaaS products. Girish Subramanya serves as the Global Chief Technology officer and has served as the head of ConnectM’s India operations since June 2018. Mr. Subramanya has served in positions at ConnectM since November 2007. Mr. Subramanya is a technology enthusiast and an entrepreneur who has led several product launches in his career, with many of them from concept to market ready solution for industries including finance, e-commerce and enterprise segments. From 1995 to 2007 Mr. Subramanya held product management roles at i2 Technologies, a full-service supply chain management company providing consulting, technology, and managed services, Integral Systems, a currency technology partner of financial institutions, and Coreobjects, an end-to-end software development company. In 2007, Mr. Subramanya co-founded ConnectM to enable large enterprises and product original equipment manufacturers (OEMs) to manage their distributed assets & operations effectively and improve efficiencies using Internet of Things (IoT) technologies along with value creation over time for the businesses they run and for their end customers. During 2020, Mr. Subramanya pivoted the India business from a cross vertical IoT solutions to electric vehicle industry centric solutions which is being adapted by over 10+ OEMs and infra providers into their products. Mr. Subramanya holds a Master of Computer Applications from the Department of Electronics and Accreditation of Computer Courses (DOEACC), New Delhi, India. 97 Table of Contents Mahesh Choudhury has served as our Principal Financial Officer & Vice President, U.S. Operations since August 2025 and heads ConnectM’s internal operations including supply chain, information technology (IT), and general administration and has done so since January 2017, including overseeing the finance and information technology functions. Mr. Choudhury has over 25 years of experience in various operational management rolls. He is very passionate about building and engaging the right technology for climate control and energy management in delivering value to both residential and commercial customers. Prior to ConnectM, Mr. Choudhury had 12 years of experience with the electrification and decarbonization industry. Mr. Choudhury is instrumental in defining the remote performance management platform for the heating, ventilation and air conditioning (HVAC) industry. Prior to ConnectM, he led finance and supply chain at Sustainable New Energy (SNE) from August 2010 to September 2014 and implemented large scale wind and solar energy projects. Mr. Choudhury was a co-founder of Cambridge Clean Energy (CCE) and assisted with developing remote power management technology for powering telecom towers and led the operations globally. Mr. Choudhury also has 17 years of experience with utility/energy management. Mr. Choudhury has an MS degree from Indian Institute of Technology (IIT), India. Kevin Stateham heads ConnectM’s sales and corporate development operations and has done so since June 2018. Mr. Stateham is a successful business development, sales operations executive and management leader with over two decades of technology industry experience. In addition, as the head of client relations at ConnectM, Mr. Stateham plays a key role in driving customer goals, product utilization, business transformation, and revenue expansion by ensuring the engagement, success, retention, and growth of ConnectM customers. Mr. Stateham also manages ConnectM’s mergers and acquisitions, acquiring nine businesses since 2018. Mr. Stateham is a technology industry veteran, with over 25 years leading successful data communications and SaaS companies in key sales and business development roles. Before ConnectM, Mr. Stateham was a sales lead at Keen Home Inc, where he grew the company’s business to business sales by 50% year over year. Prior to Keen Home, Mr. Stateham was the director of sales at Network Access Solutions, Inc. where he was responsible for the largest frame relay network conversion to digital subscriber lines with virtual private network (VPN), encompassing over 22,000 United States post offices, and was involved in the company’s successful initial public offering. Non-Employee Directors Kathy Cuocolo is member of our board of directors and previously served as a member of the MCAC Board since 2021. Ms. Cuocolo is a versatile executive and director with demonstrated success in developing and managing financial services operations on a global basis. Ms. Cuocolo is currently a director and Audit Chair of Greenbacker Renewable Energy Company LLC and a director at Syntax ETF Trust. Her prior directorships include President and Director of The China Fund, Inc., which invests primarily in private placements in mainland China, Chairperson of Select Sector ETF Trust, and a director of Guardian Life family of funds. From 2014 through March 2020, Ms. Cuocolo was the president of Syntax Advisors, LLC where she was responsible for all aspects of business operations and the development of its financial management products. Prior to that, from 2008 until 2013, Ms. Cuocolo was a Managing Director and Division Head for the Mutual Fund and global ETF Services for The Bank of New York Mellon Corporation, where she was responsible for the operations and strategic planning for these business lines. Prior to that, from 1982 until 2003, Ms. Cuocolo served in various roles at State Street Corporation, including as an Executive Vice President, Division Head of Investor Products and Services, where she was responsible for operations and strategic planning. Ms. Cuocolo was a member of the corporations’ Executive Operating Committee responsible for all aspects of business strategy. Prior to State Street, Ms. Cuocolo was an auditor at PriceWaterhouseCoopers LLP. Ms. Cuocolo received her B.A. in Accounting, summa cum laude, from Boston College, and holds a Masters Professional Director Certificate from the American College of Corporate Governance. Ms. Cuocolo received her CPA license in the Commonwealth of Massachusetts in 1981. We believe that Ms. Cuocolo has the qualifications to be a member of our Board of Directors because of her extensive experience in cleantech, finance/audit, and as independent director in other public companies. Stephen Markscheid is a member of our board of directors and previously served as member of the MCAC Board since 2022. Mr. Markscheid is currently the Managing Partner of Aerion Capital and currently serves as a director of Fanhua, Inc., JinkoSolar Holding Co., Ltd., Zhongjin Technology Services Group Company Limited, UGE International Ltd., and Four Leaf Acquisition Corporation. In addition, Mr. Markscheid serves as a Board Advisor to several companies, including NanoGraf Corporation, Intelligent Generation LLC, Nulyzer Inc. and Hago Energetics, Inc., Mr. Markscheid also serves as a trustee emeritus of Princeton-in-Asia and Chairman Emeritus of KX Power, a UK based energy storage project developer. From 1998 until 2006, Mr. Markscheid served as a Director of Business Development and Senior Vice President and led GE Capital’s business development activities in China and the Asia Pacific region, primarily focusing on acquisitions and direct investments. Prior to GE, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. Mr. Markscheid was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. Mr. Markscheid began his career with the US-China Business Council, in Washington D.C. and Beijing. Mr. Markscheid earned a B.A. in East Asian Studies from Princeton 98 Table of Contents University in 1976, an M.A. in international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian. We believe that Mr. Markscheid has the qualifications to be a member of our Board of Directors because of his extensive experience in cleantech and as independent director in other public companies. Gautam Barua is a member of our board of directors. Mr. Barua is the founder of Aclaria Partners, which he founded in December 2004 and is currently the President. Mr. Barua has served in advisory, new business, and mergers and acquisitions roles at McKinsey and Morgan Stanley from 2013 to 2018; held an appointment as California Deputy State Controller from 2003 to 2004. In addition to a Bachelor of Arts cum laude in Economics and Mathematics from Yale University, Mr. Barua earned a Master of Business Administration with Distinction from Harvard University, where he also completed Executive Education in Entrepreneurship. We believe that Mr. Barua has the qualifications to be a member of our Board of Directors because of his experience in cleantech leadership positions and passion for electrification. Family Relationships There are no family relationships between ConnectM’s board of directors and any of its executive officers. Board of Directors Director Independence ConnectM’s Common Stock is currently quoted on the OTCQX Best Market, which does not require a majority of the board of directors to be composed of “independent directors” under its listing standards. Nevertheless, ConnectM follows corporate governance practices consistent with those required for companies listed on a national securities exchange, such as Nasdaq or the NYSE American, to promote transparency and strong board oversight. For purposes of disclosure, the ConnectM board of directors has evaluated the independence of its members under the independence standards set forth in the Nasdaq listing rules and Rule 10A - 3 under the Exchange Act. Based on this review, the board of directors has determined that each of Kathy Cuocolo, Stephen Markscheid, and Gautam Barua qualifies as an independent director under these standards. In making these determinations, the board considered each non-employee director’s current and prior relationships with ConnectM and its subsidiaries, beneficial ownership of ConnectM Common Stock, and any transactions involving them described in the section titled “ Certain Relationships and Related Transactions .” Classified Board of Directors ConnectM’s Board of Directors is divided into three classes, with only one class of directors being elected each year and each class (except for those directors appointed prior to the Company’s first annual meeting of stockholders) serving a three-year term. All independent directors currently serve as Class I directors. Mr. Bala Padmakumar serves as a Class II director, and Mr. Bhaskar Panigrahi serves as a Class III director. Committees of the Board of Directors The standing committees of Combined Company’s board of directors will consist of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The expected composition of each committee following the Merger is set forth below. Audit Committee An Audit Committee of ConnectM has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and consists of Kathy Cuocolo, Stephen Markscheid and Gautam Barua, each of whom are independent directors and are “financially literate” as defined under the Nasdaq listing standards. Kathy Cuocolo serves as chairman of the Audit Committee. The Board has determined that Kathy Cuocolo qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC. The Audit Committee’s duties are specified in the Audit Committee Charter that was adopted at the Effective Time. 99 Table of Contents The Audit Committee oversees the integrity of the Company’s financial statements, the qualifications, independence, and performance of the Company’s independent registered public accounting firm, and the Company’s compliance with legal and regulatory requirements. The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work of the Company’s independent auditors and reviews the Company’s internal control over financial reporting and risk management practices. The Audit Committee also pre-approves audit and non-audit services provided by the independent auditors. The Board has determined that each member of the Audit Committee is “independent” as defined under applicable SEC and Nasdaq rules, and that at least one member qualifies as an “audit committee financial expert” under SEC regulations. Compensation Committee The Compensation Committee consists of Gautam Barua and Stephen Markscheid, each of whom is an independent director. Stephen Markscheid serves as chairman of the Compensation Committee. The functions of the Compensation Committee are set forth in a Compensation Committee Charter that was adopted at the Effective Time. The Compensation Committee is responsible for reviewing and approving the compensation of the Company’s executive officers, including base salary, annual incentive opportunities, long-term incentive awards, and other benefits. The committee also oversees the administration of the Company’s equity incentive plans and other compensation-related policies and programs. The Compensation Committee evaluates executive performance and makes recommendations to the Board regarding the CEO’s compensation. Each member of the Compensation Committee is “independent” as defined under applicable SEC rules. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee (the “Nominating Committee”) consists of Kathy Cuocolo, Stephen Markscheid and Gautam Barua, each of whom is an independent director under Nasdaq’s listing standards. Gautam Barua serves as the chairman of the Nominating Committee. The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on the board of directors. The Nominating Committee considers as potential members of the board of directors persons identified by its members, management, stockholders, investment bankers and others. The guidelines for selecting nominees, are specified in the Nominating and Corporate Governance Committee Charter which was adopted on October 31, 2025. The Nominating and Corporate Governance Committee identifies, evaluates, and recommends individuals qualified to serve as directors, oversees the evaluation of the Board and its committees, and develops and recommends corporate governance principles and practices applicable to the Company. The committee also reviews the structure and composition of the Board and its committees and considers succession planning for the Board and senior management. Each member of the Nominating and Corporate Governance Committee is “independent” as defined under applicable SEC rules. Code of Conduct and Ethics ConnectM has a code of conduct and ethics (the “Code of Ethics”) for its directors, officers, employees and certain affiliates in accordance with applicable federal securities laws, a copy of which will be available on our website at https://www.connectm.com. If amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer by posting the required information on our website at https://www.connectm.com. The information on this website is not part of this Report. Involvement in Certain Legal Proceedings Except as disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 100 Table of Contents ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Item 11. Executive Compensation. The following section provides compensation information pursuant to the scaled SEC disclosure rules applicable to “emerging growth companies.” This section discusses the material components of the executive compensation program for our named executive officers who are named in the “ Summary Compensation Table ” below. In 2025, our “named executive officers” and their positions with ConnectM were as follows: ● Bhaskar Panigrahi, who served as Chairman and Chief Executive Officer; ● Girish Subramanya, who served as Chief Technology Officer; ● Mahesh Choudhury, who served as Principal Financial Officer & Vice President, U.S. Operations; and ● Kevin Stateham, who served as Vice President, Sales and Corporate Development. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. The compensation committee of the Board will set ConnectM’s executive compensation philosophy and will oversee compensation and benefits programs for ConnectM. The compensation committee will oversee and determine the compensation of the Chief Executive Officers and other executive officers of ConnectM. With respect to base salaries, annual incentive compensation and long-term incentives, it is expected that the compensation committee will establish compensation mix, performance measures, goals, targets and business objectives based on ConnectM’s competitive marketplace. The compensation committee will determine benefits and severance arrangements, if any, that ConnectM will make available to executive officers. 101 Table of Contents In addition to base salary and annual bonuses, we expect ConnectM will grant stock-based awards under the Incentive Plan in future years to promote its interests by providing these executives with the opportunity to acquire equity interests as an incentive for their remaining in its service and aligning the executives’ interests with those of ConnectM’s equity holders. 2025 Summary Compensation Table The following table provides summary information concerning compensation earned by our named executive officers for the years ended December 31, 2025, 2024 and 2023, for services rendered during the years ended December 31, 2025, 2024 and 2023, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Qualified ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Equity ​ Deferred ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock ​ Incentive ​ Compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ option ​ Plan ​ Plan ​ All Other ​ Total ​ ​ ​ ​ Salary ​ Bonus ​ awards ​ Compensation ​ Earnings ​ Compensation ​ compensation Name and Principal Position ​ Year ​ ($) ​ ($) ​ ($) ​ ($) ​ ($) ​ ($) ​ ($) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bhaskar Panigrahi, ​ 2025 ​ 190,000 0 0 — — — 190,000 Chairman and Chief Executive Officer 2024 190,000 0 0 — — — 190,000 ​ 2023 175,000 0 0 — — — 175,000 Mahesh Choudhury, ​ 2025 160,000 0 0 — — — 160,000 Principal Financial Officer & VP, U.S. Operations 2024 160,000 0 0 — — — 160,000 ​ 2023 145,000 0 0 — — — 145,000 Girish Subramanya, ​ 2025 ​ 66,000 * 0 0 — — — 66,000 Chief Technology Officer 2024 66,000 ** 0 0 — — — 66,000 ​ 2023 67,000 *** 0 0 — — — 67,000 Kevin Stateham, ​ 2025 143,000 0 0 — — — 143,000 VP, Sales and Corporate Development 2024 143,000 0 0 — — — 143,000 ​ 2023 130,000 0 0 — — — 130,000 * Based on a conversion of the U.S. dollar to Indian rupee (“INR”) of $1.00 to 87.16 INRs as of January 1, 2025. ** Based on a conversion of the U.S. dollar to Indian rupee (“INR”) of $1.00 to 83.19 INRs as of January 1, 2024. *** Based on a conversion of the U.S. dollar to Indian rupee (“INR”) of $1.00 to 82.75 INRs as of January 1, 2023. Certain employee equity issuances are not reflected in the table above because the shares were issued as unregistered, restricted securities rather than registered shares. On June 23, 2025, the Company issued 400,000 unregistered, restricted shares of common stock to Mahesh Choudhury and 250,000 unregistered, restricted shares of common stock to Kevin Stateham, with grant-date fair values of approximately $92,000 and $57,500, respectively, based on a per-share fair value of $0.23. On September 8, 2025, the Company issued 175,000 unregistered, restricted shares of common stock to Girish Subramanya, with a grant-date fair value of approximately $3,500, based on a per-share fair value of $0.02. The aggregate fair value of these issuances was approximately $153,000. These issuances were approved by the Board of Directors. Narrative to the Summary Compensation Table 2025 Annual Base Salary We pay our executives a base salary to compensate them for services rendered to our company. The base salary payable to our executives is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Equity Compensation ConnectM’s equity-based incentive awards are designed to align ConnectM’s interests and the interests of its stockholders with those of its employees and consultants, including the named executive officers. The compensation committee of the board of directors is responsible for approving equity grants. 102 Table of Contents We currently maintain the ConnectM Technology Solutions, Inc. 2019 Equity Incentive Plan, or the 2019 Plan as well as the 2023 Equity Incentive Plan, or the 2023 Plan, that was approved in connection with the Business Combination. The terms of the 2019 Plan are described below under “— Incentive Award Plans ” and the terms of the 2023 Plan are described below under “ Description of the 2023 Plan ”. We have offered awards of stock options to purchase shares of our common stock to eligible service providers, including our named executive officers, pursuant to the 2019 Plan. As mentioned below, in connection with the completion of the Business Combination and the adoption of the 2023 Plan, no further awards will be granted under the 2019 Plan. All options are granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of each award. Our stock option awards generally vest over a four-year period and may be subject to acceleration of vesting and exercisability under certain termination and change of control events. Outstanding Equity Awards at Fiscal Year-End The following table shows outstanding equity awards held by the Named Executive Officers as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock Option Awards ​ ​ ​ Stock Awards ​ ​ ​ ​ Number of ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ securities ​ securities ​ ​ ​ ​ ​ Number of ​ Market value ​ ​ underlying ​ underlying ​ Stock ​ ​ ​ shares or ​ of shares of ​ ​ unexercised ​ unexercised ​ option ​ ​ ​ units of ​ units of ​ ​ stock options ​ stock options ​ exercise ​ ​ ​ stock that ​ stock that ​ ​ exercisable ​ unexercisable ​ price ​ Stock option ​ have not ​ have not Name ​ ​ ​ (#) ​ ​ ​ (#) ​ ​ ​ ($) ​ ​ ​ expiration date ​ ​ ​ vested (#) ​ ​ ​ vested ($) Kevin Stateham ​ 24,910 0 ​ $ 0.50 ​ November 15, 2030 ​ 0 0 Mahesh Choudhury ​ 52,710 0 ​ $ 0.50 ​ April 1, 2028 ​ 0 0 Mahesh Choudhury ​ 24,910 0 ​ $ 0.50 ​ November 15, 2030 ​ 0 0 ​ Option Exercises and Stock Vested No other equity-based incentive awards were granted to the named executive officers during 2025, 2024 and 2023. Other Elements of Compensation Retirement Savings and Health and Welfare Benefits We maintain a 401(k) retirement savings plan for our employees, including those who satisfy certain eligibility requirements. We match 50% of the first 6% of a participant’s annual eligible compensation, up to the IRS limit. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. All of our full-time employees are eligible to participate in our health and welfare plans. These health and welfare plans include medical, dental and vision benefits; short-term and long-term disability insurance; and supplemental life and Accidental Death and Dismemberment (AD&D) insurance. Perquisites and Other Personal Benefits We determine perquisites on a case-by-case basis and will provide a perquisite to a named executive officer when we believe it is necessary to attract or retain the named executive officer. Executive Compensation Arrangements Employment Agreements and Offer Letters There are no employment agreements or offer letters for our named executive officers. 103 Table of Contents Director Compensation ConnectM has not historically maintained a formal non-employee director compensation program and none of ConnectM’s non-employee directors received any compensation from ConnectM during 2025. We intend to develop a board of directors’ compensation program that is designed to align compensation with ConnectM’s business objectives and the creation of stockholder value, while enabling ConnectM to attract, retain, incentivize and reward directors who contribute to the long-term success of ConnectM. Post-Business Combination Executive and Director Compensation Mr. Panigrahi serves on the ConnectM’s board of directors as Chairman of the Board does not earn any additional compensation for that role. His annual salary for serving as Chief Executive Officer is $190,000. Mr. Choudhury earns a salary of $160,000 as Vice President, US Operations of ConnectM, Mr. Subramanya earns a salary of $66,000 as Chief Technology Officer of ConnectM and Mr. Stateham earns a salary of $143,000 as Vice President, Sales and Corporate Development of ConnectM. In the future, ConnectM may further revise its executive and director compensation program from time to time to better align compensation with ConnectM business objectives and the creation of stockholder value, while enabling ConnectM to attract, retain, incentivize and reward individuals who contribute to the long-term success of ConnectM. Decisions on the executive compensation program will be made by the ConnectM compensation committee. Summary of the Incentive Plan General On December 30, 2022, the MCAC Board approved and adopted the ConnectM Technology Solutions, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), effective as of and contingent on the consummation of the Business Combination, and subject to approval of MCAC stockholders, which approval was granted on July 12, 2024 in connection with the consummation of the Business Combination. The material terms of the 2023 Plan are described below. The purpose of the 2023 Plan is to provide an additional incentive to officers, employees, non-employee directors, independent contractors, and consultants of ConnectM or its affiliates whose contributions are essential to the growth and success of the business of ConnectM and its affiliates, in order to strengthen the commitment of such persons to ConnectM and its affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of ConnectM and its affiliates. We believe that grants of incentive equity and equity-based awards are essential to attracting and retaining highly qualified service providers. ConnectM currently maintains the ConnectM Technology Solutions Inc. 2019 Equity Incentive Plan (the “Prior Plan”). In connection with the Business Combination, the combined company assumed the Prior Plan and all awards outstanding under the Prior Plan. Following the Business Combination, ConnectM will not grant any future awards under the Prior Plan, but all awards under the Prior Plan that are outstanding as of the July 12, 2024 effective date of the 2023 Plan will continue to be governed by the terms, conditions and procedures set forth in the Prior Plan and any applicable award agreement, as those terms may be equitably adjusted in connection with the Business Combination, as described elsewhere in this Report. 2023 Plan Highlights Some of the key features of the 2023 Plan that reflect the ConnectM Board’s commitment to effective management of incentive compensation are as follows: ● No Liberal Share Recycling on Stock Options or SARs. The 2023 Plan provides that only shares covering awards that are canceled, forfeited or terminated without issuance of the full number of shares of common stock to which the award is related will again be available for issuance under the 2023 Plan. The following shares will not be added back to the aggregate plan limit: (i) shares tendered in payment of the exercise price for an option, (ii) shares ConnectM withholds to satisfy tax withholding obligations, and (iii) shares underlying stock appreciation rights (“SARs”) or other awards that are settled in stock. ● No Repricing or Cash Buyouts. Stock option and SAR repricing is prohibited without stockholder approval under the 2023 Plan. 104 Table of Contents ● No Dividends on Unvested Restricted Shares or Restricted Stock Units. Under the 2023 Plan, holders of unvested Restricted Stock or Restricted Stock Units will not have any rights to receive dividends with respect to such Awards. ● Minimum Vesting Period. Generally, all awards will have a minimum vesting period of at least one year, subject to an exception of 5% of the aggregate shares authorized for grant under the 2023 Plan and certain other limited exceptions as described below and in the 2023 Plan. ● No Automatic “Single Trigger” Vesting. The 2023 Plan does not contain an automatic single-trigger vesting provision that would accelerate awards solely upon a Change in Control (as such term is defined in the 2023 Plan, a “Change in Control”). Description of the 2023 Plan A description of the provisions of the 2023 Plan is set forth below. This summary is qualified in its entirety by the detailed provisions of the 2023 Plan, a copy of which is attached as Appendix D to the Rule 424(b)(3) prospectus filed with the Commission by MCAC on June 17, 2024. Administration The 2023 Plan will be administered by a committee, which shall consist of two (2) or more members of the ConnectM Board appointed by the ConnectM Board or such other committee of the ConnectM Board to which it has properly delegated power, or if no such committee or subcommittee exists, the ConnectM Board (the “Committee”). To the extent required by applicable law, rule, or regulation, it is intended that each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, and (b) an “independent director” under the rules of any national securities exchange or national securities association, as applicable. The Committee is authorized to, among other things: (a) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the 2023 Plan and any instrument or agreement relating to, or any award granted under, the 2023 Plan (each, an “Award”); (b) promulgate, amend, and rescind any rules and regulations relating to the 2023 Plan; (c) adopt sub-plans; and (d) to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2023 Plan. Except to the extent prohibited by applicable law regulations, the Committee may allocate all or any portion of its responsibilities and powers to any one (1) or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of the 2023 Plan. Unless otherwise expressly provided in the 2023 Plan, all determinations, interpretations and other decisions under or with respect to the 2023 Plan or any award or any documents evidencing awards granted pursuant to the 2023 Plan are within the sole discretion of the Committee, may be made at any time and are final, conclusive, and binding upon all persons or entities, including, without limitation, ConnectM, any Participant (as defined below), any holder or beneficiary of any award, and any of ConnectM’s stockholders. The Committee may make grants of the following awards to Eligible Persons (defined below) pursuant to terms and conditions set forth in the applicable award agreement, including, subjecting such awards to performance goals listed in the 2023 Plan: ● Stock Options; ● Stock Appreciation Rights; ● Restricted Stock and Restricted Stock Unit Awards; ● Performance Share Awards; and ● Other Stock-Based Awards and Cash-Based Awards. Eligible Shares The maximum aggregate number of shares of common stock that may be issued or used for reference purposes or with respect to which awards may be granted under the 2023 Plan was initially to be equal to 10% of the number of shares of ConnectM common stock outstanding immediately following the Business Combination, less 473,929 shares of ConnectM common stock subject to awards under the Prior Plan. This “Total Share Reserve” will be increased automatically on January 1 of each year during the term of the 2023 Plan by a number equal to the lesser of (i) 4% of the shares of common stock outstanding on December 31 of the prior year, 105 Table of Contents or (ii) a smaller number of shares as determined by the ConnectM Board. As of the date of this Report, the Total Share Reserve is 1,653,831. The maximum number of shares of common stock with respect to which incentive stock options may be granted under the 2023 Plan is equal to 100,000,000 shares. If any Option, SAR, or Other Stock-Based Awards granted under the 2023 Plan expires, terminates, or is canceled for any reason without having been exercised in full, the number of shares of common stock underlying any unexercised award shall again be available for the purpose of awards under the 2023 Plan. If any shares of Restricted Stock, Performance Share Awards, or Other Stock-Based Awards denominated in shares of common stock awarded under the 2023 Plan to a Participant (as defined below) are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Share Awards, or Other Stock-Based Awards denominated in shares of common stock shall again be available for purposes of awards under the 2023 Plan. Shares of common stock subject to an award shall not again be made available for issuance or delivery under the 2023 Plan if such shares are (a) tendered in payment of an Option, (b) delivered or withheld by ConnectM to satisfy any tax withholding obligation, or (c) covered by a stock-settled SAR or other Awards that were not issued upon the settlement of the award. Any award under the 2023 Plan that must be settled solely in cash shall not be counted against the foregoing maximum share limitations. In no event will the aggregate grant date fair value (as determined in accordance with ASC 718) of Awards to be granted and any other cash compensation paid to any non-employee director in any calendar year exceed $750,000, which limit will be increased to $1,000,000 for any non-employee director in the year in which such non-employee director initially joins the ConnectM Board. No shares have yet been issued nor awards granted under the 2023 Plan. Eligible Participants Any employee, consultant or director of ConnectM or any of its affiliates, or any individual who is reasonably expected by the Committee to become an employee, consultant, or director after the receipt of awards (each, an “Eligible Person”) shall be permitted to participate (a “Participant”) under the 2023 Plan. Only Eligible Persons who are also employees of ConnectM or its parent or subsidiaries are eligible to receive incentive stock options under the 2023 Plan. Eligibility for the grant of an incentive stock option and actual participation in the 2023 Plan shall be determined by the Committee in its sole discretion. Options The Committee may grant non-qualified stock options and incentive stock options (“Options”) to Eligible Persons under the 2023 Plan. The holder of an Option will be entitled to purchase a number of ConnectM’s shares of common stock at a specified exercise price during a specified time period, all as determined by the Committee. Options granted under the 2023 Plan are required to have a per share exercise price that is not less than the fair market value of ConnectM’s common stock underlying such Options on the date such Options are granted (other than in the case of Options that are substitute awards). The maximum term for Options granted under the 2023 Plan is 10 years from the date of grant. The purchase price for the shares as to which an Option is exercised may be paid, to the extent permitted by law, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion of the Committee, upon such terms as the Committee shall approve, including: (i) by delivery to ConnectM of other common stock, duly endorsed for transfer to ConnectM, with a fair market value on the date of delivery equal to the Option exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares of common stock that have an aggregate fair market value on the date of attestation equal to the Option exercise price (or portion thereof) and receives a number of shares of common stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of common stock; (ii) a “cashless” exercise program established with a broker; (iii) by reduction in the number of shares of common stock otherwise deliverable upon exercise of such Option with a fair market value equal to the aggregate Option exercise price at the time of exercise; (iv) by any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the Committee. Stock Appreciation Rights The Committee may grant stock appreciation rights, or “SARs”, under the 2023 Plan, with terms and conditions determined by the Committee pursuant to the 2023 Plan. The Committee may award SARs in tandem with Options or independent of any Option. Generally, each SAR will entitle the Participant upon exercise to an amount (in cash, shares, or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the exercise price per share, multiplied by (ii) the number of shares of common stock covered by the SAR. The exercise price per share of a SAR will be determined by the Committee at the time of grant, but in no event may such amount be less than the fair market value of a share of common stock on the date the SAR is granted. Restricted Stock and Restricted Stock Units The Committee may grant restricted shares of ConnectM’s common stock (“Restricted Stock”) or restricted stock units (“Restricted Stock Units”) representing the right to receive, upon vesting and the expiration of any applicable restricted period, one 106 Table of Contents (1) share of common stock for each Restricted Stock Unit or, in the sole discretion of the Committee, the cash value thereof (or any combination thereof). If a cash payment is made in lieu of delivering shares of common stock, the amount of such payment shall be equal to the fair market value of the common stock as of the date on which the applicable restricted period lapsed. As to Restricted Stock, subject to the other provisions of the 2023 Plan, the holder will generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock, but the holder will not have the right to receive dividends on any unvested shares of Restricted Stock. Participants have no rights or privileges as a stockholder with respect to Restricted Stock Units. Performance Share Awards The Committee may grant Performance Share Awards to a Participant that are earned upon the attainment of specific performance goals. Each Performance Share Award shall be evidenced by an award agreement pursuant to the 2023 Plan with terms and conditions determined by the Committee, including the number of shares of common stock or stock-denominated units subject to the Performance Share Award and the conditions that must be met for the Participant to earn the award. Other Equity-Based and Cash-Based Awards The Committee may grant other equity-based or cash-based awards under the 2023 Plan, with terms and conditions determined by the Committee pursuant to the 2023 Plan. Effect of Certain Corporate Transactions and Events In the event of any stock or extraordinary cash dividend, stock split, reverse stock split, any extraordinary corporate transaction such as a recapitalization, reorganization, merger, consolidation, combination, exchange, or other change in capitalization, awards granted under the 2023 Plan and any award agreements, the exercise price of options and SARs, the performance goals to which Performance Share Award and cash-based awards are subject, and the maximum number of shares of common stock subject to all awards will be equitably adjusted or substituted, as to the number, price or kind of a share of common stock or other consideration subject to such awards to the extent necessary to preserve the economic intent of the award. In connection with any Change in Control of ConnectM, the Committee may, in its sole discretion, cause any award (i) to be canceled in consideration of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per share of common stock in the Change in Control over the per share exercise, base or purchase price of such award, which may be paid immediately or over the vesting schedule of the award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following the applicable Change in Control; (iii) to be accelerated as to the vesting, exercise, payment or distribution of the award so that any award to a Participant whose employment is terminated as a result of the Change in Control may be vested, exercised, paid or distributed in full on or before a date fixed by the Committee; (iv) to be purchased from a Participant whose employment is terminated as a result of the Change in Control, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such award been currently exercisable or payable; or (v) to be terminated; or to make any other adjustment to the awards then outstanding as the Committee deems necessary or appropriate to reflect such transaction or change. Nontransferability of Awards Awards under are not be transferable or assignable other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against ConnectM or any of its subsidiaries. However, the Committee may determine, in its sole discretion, that a non-qualified stock option may be transferred to a Participant’s family member, or to certain trusts or foundations or other transferees as permitted by the Committee (“ Permitted Transferee ”). A non-qualified stock option that is transferred to a Permitted Transferee will remain subject to the terms of the 2023 Plan and the applicable award agreement. Minimum Vesting Requirements No award may be granted with a lapse of any vesting obligations earlier than at least one year following the date of grant. Notwithstanding the foregoing, the Committee may grant up to a maximum of five percent of the aggregate number of shares available for issuance under the 2023 Plan (subject to certain equitable adjustments), without regard to this minimum vesting requirement, and the minimum vesting requirement does not apply to (i) any substitute awards (as defined in the 2023 Plan), 107 Table of Contents (ii) shares delivered in lieu of fully vested cash awards, (iii) awards to directors that vest on the earlier of the one-year anniversary of the date of grant or the next annual meeting of shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) the Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of a Participant’s retirement, death or disability or a Change in Control, in the terms of the award or otherwise. Clawback Awards under the 2023 Plan are subject to recovery or “clawback” by ConnectM pursuant to any clawback policy ConnectM may have in effect from time to time. Amendment and Termination The ConnectM Board may amend the 2023 Plan at any time, subject to shareholder approval to the extent required by applicable law or regulation or the listing standards of Nasdaq or any other market or stock exchange on which ConnectM’s common stock is at the time primarily traded. Additionally, shareholder approval will be specifically required to decrease the exercise price of any outstanding Option or SAR granted under the 2023 Plan. The ConnectM Board may terminate the 2023 Plan at any time. Unless sooner terminated by the ConnectM Board, the 2023 Plan will terminate on July 12, 2034, the 10-year anniversary of the effective date of the 2023 Plan. Section 162(m) of the Internal Revenue Code As a general rule, ConnectM will be entitled to a deduction in the same amount and at the same time as the compensation income is received by the Participant, except to the extent the deduction limits of Section 162(m) of the Code apply. Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to any “covered employee” in a taxable year to the extent that compensation to such covered employee exceeds $1,000,000. It is possible that compensation attributable to awards under the 2023 Plan may cause this limitation to be exceeded in any particular year. Material U.S. Federal Income Tax Consequences of Awards under the 2023 Plan The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the 2023 Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to Participants, who should consult their own tax advisors. Non-Qualified Options. The grant of a non-qualified stock option is not a taxable event for the grantee or ConnectM. Upon exercising a non-qualified stock option, a grantee will recognize ordinary income in an amount equal to the excess of the fair market value of the common stock on the date of exercise over the exercise price. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified stock option, the grantee will recognize taxable capital gain or loss, measured by the excess of the amount realized on the disposition over the tax basis of the shares of common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised). If ConnectM complies with applicable reporting requirements and with the restrictions of Section 162(m), ConnectM will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income. A grantee who has transferred a non-qualified stock option to a family member by gift will realize taxable income at the time the non-qualified stock option is exercised by the family member. The grantee will be subject to withholding of income and employment taxes at that time. The family member’s tax basis in the shares of common stock will be the fair market value of the shares of common stock on the date the option is exercised. The transfer of vested non-qualified stock options will be treated as a completed gift for gift and estate tax purposes. Once the gift is completed, neither the transferred options nor the shares acquired on exercise of the transferred options will be includable in the grantee’s estate for estate tax purposes. Incentive Stock Options. The grant of an incentive stock option is not a taxable event for the grantee or for ConnectM. A grantee will not recognize taxable income upon exercise of an incentive stock option (except to the extent the alternative minimum tax applies), and any gain realized upon a disposition of ConnectM’s common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the grantee holds the shares of common stock for at least two years after the date 108 Table of Contents of grant and for one year after the date of exercise (the “holding period requirement”). ConnectM will not be entitled to any business expense deduction with respect to the exercise of an incentive stock option, except as discussed below. For the exercise of an incentive stock option to qualify for the foregoing tax treatment, the grantee generally must be an employee of ConnectM or its subsidiary from the date the option is granted through a date within three months before the date of exercise of the option. If all of the foregoing requirements are met except the holding period requirement mentioned above, the grantee will recognize ordinary income upon the disposition of the common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the incentive stock option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. ConnectM will be allowed a business expense deduction to the extent the grantee recognizes ordinary income, subject to ConnectM’s compliance with Section 162(m) and to certain reporting requirements. Restricted Stock. A grantee who is awarded Restricted Stock will not recognize any taxable income for federal income tax purposes in the year of grant if the shares of common stock are nontransferable and subject to a substantial risk of forfeiture. However, the grantee may elect under Section 83(b) of the Code to recognize compensation income in the year of grant in an amount equal to the fair market value of the common stock on the date of grant (less the purchase price, if any), determined without regard to any restrictions (except any restrictions that will never lapse). If the grantee does not make such an election, the fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and be subject to withholding taxes. If ConnectM complies with applicable reporting requirements and with the restrictions of Section 162(m), ConnectM will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income. Restricted Stock Units. There are no immediate tax consequences of receiving an award of Restricted Stock Units under the 2023 Plan. A grantee who is awarded Restricted Stock Units will recognize ordinary income in an amount equal to the fair market value of shares issued to such grantee at the end of the restriction period or, if later, the payment date. If ConnectM complies with applicable reporting requirements and with the restrictions of Section 162(m), ConnectM will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income. Stock Appreciation Rights. There are no immediate tax consequences of receiving an award of SARs under the 2023 Plan. Upon exercising an SAR, a grantee will recognize ordinary income in an amount equal to the excess of the fair market value of the common stock on the date of exercise over the exercise price. If ConnectM complies with applicable reporting requirements and with the restrictions of Section 162(m), ConnectM will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income. Performance Share Awards, Other Stock-Based Awards, and Cash-Based Awards. The tax treatment with respect to Performance Share Awards, other stock-based awards and cash-based awards will depend on the structure of such awards. Section 409A. Awards under the 2023 Plan are intended to either be exempt from or comply with Section 409A of the Internal Revenue Code. Nevertheless, none of the Company, the Committee or the ConnectM Board have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A. New Plan Benefits Grants under the 2023 Plan will be made at the discretion of the Committee and are not currently determinable. The value of awards granted under the 2023 Plan will depend on a number of factors, including the fair market value of ConnectM common stock on future dates, the exercise decisions made by Participants and the extent to which any applicable performance goals necessary for vesting or payment are achieved. Director and Officer Indemnification Agreements We have entered into employment agreements whereby we will agree to indemnify the Chief Executive Officer and Chief Financial Officer to the fullest extent permitted by law, for all amounts (including, without limitation, judgments, fines, settlement payments, expenses and reasonable out of pocket attorneys’ fees) incurred or paid by the Chief Executive Officer and Chief Financial Officer in connection with any action, suit, investigation or proceeding, or threatened action, suit, investigation or proceeding, arising 109 Table of Contents out of or relating to the performance by the Chief Executive Officer and Chief Financial Officer of services for, or the acting by the Chief Executive Officer and Chief Financial Officer as a director, officer or executive of, the Company, or any subsidiary of the Company. Any fees or other necessary expenses incurred by the Chief Executive Officer and Chief Financial Officer in defending any such action, suit, investigation or proceeding shall be paid by the Company in advance, subject to the Company’s right to seek repayment from the Chief Executive Officer and Chief Financial Officer if a determination is made that the Chief Executive Officer and Chief Financial Officer were not entitled to indemnification. Potential Payments Upon Termination or Change in Control None. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding beneficial ownership of our capital stock as of the date of this filing by: ● each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock; ● each of our directors; ● each of our named executive officers; and ● all of our current executive officers and directors as a group. The following table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in a footnote to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 170,368,082 shares of our Common Stock outstanding as of the date of filing. Unless otherwise indicated, the address for the following stockholders is care of: ConnectM Technology Solutions, Inc., 2 Mount Royal Avenue, Suite 550, Marlborough, Massachusetts 01752. ​ ​ ​ ​ ​ ​ Name and Address of Beneficial Owner (1) ​ ​ ​ Number of Shares ​ ​ ​ % of Class Directors and Executive Officers ​ ​ ​ Bala Padmakumar (2) 2,324,197 1.36 % Bhaskar Panigrahi (3) 4,718,953 2.77 % Girish Subramanya 606,775 * ​ Kevin Stateham 250.000 * ​ Mahesh Choudhury 774,769 * ​ Gautam Barua 200,000 * ​ Kathy Cuocolo 252,500 * ​ Stephen Markscheid 225,000 * ​ All directors and executive officers of ConnectM as a group (eight individuals) 9,352,194 5.49 % Five Percent Holders of ConnectM: ​ ​ ​ Geo Impex LLC (4) ​ 33,300,000 ​ 19.55 % Laramie Plains Holdings LLC (4) (5) ​ 14,000,000 ​ 8.22 % * Less than 1% (1) Unless otherwise noted, the business address of each of the following individuals is c/o ConnectM Technology Solutions, Inc., 2 Mount Royal Ave., Suite 550, Marlborough, MA 01752. (2) Monterrey Acquisition Sponsor, LLC, (“MAS”), is the record holder of the securities reported herein. Bala Padmakumar is the managing member of MAS. Mr. Padmakumar shares voting and dispositive power over the founder shares held by MAS and may be deemed to beneficially own such shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The post-business combination shares include 3,790,000 shares issuable pursuant to warrants that will be exercisable following the business combination. 110 Table of Contents (3) Consists of (i) 3,585,660 shares held by Avanti Holdings LLC, (ii) 254,647 shares held by Mr. Panigrahi and (iii) 127,838 shares held by Southwood Partners LP. Mr. Panigrahi is a controlling equity holder of Avanti Holdings LLC and Southwood Partners LP. Therefore, Mr. Panigrahi may be deemed to have voting power and dispositive power over the shares held by Avanti Holdings LLC and Southwood Partners LP. (4) Based on information provided by the Company’s transfer agent and reflected in its official shareholder records. (5) 14,000,000 of the shares issued in connection with the acquisition of Sun Solar LLC, is held by Laramie Plains Holding LLC, an entity owned and controlled by Caleb Arthur, the Chief Executive Officer and founder of Sun Solar LLC. Mr. Arthur has sole voting and dispositive power over the shares held by Laramie Plains Holding LLC. Changes in Control Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K. Item 13. Certain Relationships and Related Transactions, and Director Independence. In addition to the compensation arrangements with directors and executive officers described under “ Executive and Director Compensation ” and “ Management ,” the following is a description of each transaction since January 1, 2023 and each currently proposed transaction in which: ● we have been or are to be a participant; ● the amount involved exceeded or will exceed $120,000; and ● any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. Lock-up Agreement In connection with the Business Combination, we have entered into lock-up agreements with certain of our shareholders restricting the transfer of their shares received as Merger consideration or any securities convertible into or exercisable or exchangeable for shares of Common Stock owned by them nor make any demand for or exercise any right with respect to the registration of such lock-up securities from and after the closing of the Business Combination. The restrictions under the lock-up agreements began at the closing of the Business Combination and end six (6) months from the Closing Date. Related Party Policy Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives personal benefits as a result of his or her position. Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our disinterested independent directors, or the members of our Board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or 111 Table of Contents independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial stockholders, unless we have obtained (i) an opinion from an independent investment banking firm, or other firm that commonly provides valuation opinions, that the business combination is fair to our stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial stockholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination. Limitation on Liability and Indemnification of Directors and Officers Our bylaws provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future be amended. Notwithstanding the foregoing, as set forth in our bylaws, such indemnification will not extend to any claims our insiders may make to us to cover any loss that they may sustain as a result of their agreement to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us as described in this Report. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act (and is, therefore, unenforceable.). Certain Relationships and Related Person Transactions The following is a description of certain relationships and transactions that exist or have existed or that ConnectM has entered into, in each case since January 1, 2024, with its directors, executive officers, or stockholders who are known to ConnectM to beneficially own more than five percent of its voting securities and their respective affiliates and immediate family members. Sponsor of MCAC In connection with the closing of the Business Combination, the Company assumed unsecured promissory notes totaling approximately $555,000 that are non-interest bearing and due on demand and advances totaling approximately $132,000 that are non-interest bearing and due on demand with the Sponsor of MCAC. During September 2024, the Company entered into a note conversion agreement with the Sponsor of MCAC in which the Company converted the outstanding principal on unsecured promissory notes and certain other liabilities owed to the note holders into shares of the Company’s common stock at a conversion price of $2.00 per share with a one-time share reset adjustment, subject to shareholder approval and a maximum aggregate ownership amount of 19.99% for each individual lender. In connection with these agreements, approximately $555,000 of unsecured promissory notes and approximately $132,000 of accounts payable and accrued expenses were extinguished in exchange for the issuance of 343,248 shares of the Company’s common stock. In connection with the conversion agreement, the Sponsor of MCAC received a one-time share reset adjustment that was settled during the quarter ended March 31, 2025 through the issuance of 205,949 shares of the Company’s common stock (see Note 4). As of December 31, 2024, the fair value of the derivative liabilities associated with the reset adjustment was approximately $158,000 and was included as a component of derivative liabilities on the accompanying consolidated balance sheets. As of June 30, 2025, the derivative liabilities associated with the reset adjustment were settled in full. For the year ended December 31, 2025, the Company recorded a change in fair value on these derivative liabilities of $30,000 which was included as a component of change in fair value of derivative liabilities on the accompanying consolidated statements of operations and comprehensive loss. 112 Table of Contents Avanti Notes In September 2016, the Company entered into an unsecured promissory note with a company owned by the Company’s Chief Executive Officer (the “Related Party Lender”) for an original principal sum of about $248,000 at September 30, 2016 (the “2016 Promissory Note”). The principal balance of the note as of December 31, 2025 and December 31, 2024 are $0 and approximately $179,910 respectively. The note bears annual interest of 14.0%. The note does not have a maturity date, and the full note balance is to be paid over time in amounts determined by the Company. In July 2024, the Company borrowed an additional amount of about $93,000 from the Related Party Lender (the “2024 Promissory Note”). The loan bears interest at 14.0% and matures in July 2031. The principal and accrued interest is due in full at maturity. In November 2025, in connection with the acquisition of controlling interest in Geo Impex & Logistics Pvt. Ltd., the Company assumed a note payable of approximately $279,000 due to Avanti, maturing on October 31, 2026. Total interest expense recognized on the promissory notes with the Related Party Lender was approximately $23,107 for the year ended December 31, 2025, respectively, compared to approximately $18,209 for the year ended December 31, 2024. Amperics Asset Acquisition On November 3, 2025, the Company completed the acquisition of substantially all assets of Amperics Holdings LLC and Amperics Inc. (collectively, “Amperics”) pursuant to an Asset Purchase Agreement (the “Amperics Asset Acquisition”). Mr. Bala Padmakumar, a member of the Company’s Board of Directors, previously served as Chief Executive Officer of Amperics until 2020 and holds a significant minority ownership interest in Amperics and, as such, is considered a related party to the transaction. The acquired assets consist primarily of proprietary nanotechnology-based energy storage intellectual property, including patents, know-how, software and technical documentation, which have been integrated into the Company’s Keen Labs platform to support its virtual power plant (“VPP”) and AI-enabled energy management initiatives. The aggregate consideration for the transaction consisted of the issuance of 2,700,000 shares of the Company’s common stock to the seller. Based on the closing market price of $0.32 per share on the acquisition date, the implied value of the equity consideration was approximately $864,000. No cash consideration was paid, and the agreement does not include any earn-outs or other contingent consideration. The Company determined that the transaction qualified as an asset acquisition under applicable accounting guidance, as substantially all of the fair value of the acquired gross assets was concentrated in a single identifiable asset (intellectual property). Accordingly, the transaction was accounted for under ASC 805-50, and no goodwill was recognized. Given the involvement of a related party, the terms of the transaction, including the consideration paid, were reviewed and approved by disinterested members of the Company’s Board of Directors in accordance with the Company’s related party transaction policies. The Company believes that the terms of the transaction are no less favorable than those that could have been obtained from unaffiliated third parties. ​ 113 Table of Contents Item 14. Principal Accountant Fees and Services. The following table presents fees for professional services by KNAV CPA LLP and Adeptus Partners, LLC for the audit of the Company’ financial statements and fees billed for audit-related services, tax services and all other services for the years ended December 31, 2025 and 2024, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Audit Fees* ​ $ 212,190 ​ $ 279,000 Audit Related Fees** ​ $ — ​ $ — Tax fees*** ​ $ — ​ $ — * Audit Fees: Refers to fees billed for professional services rendered in connection with the audit of our financial statements as of and for the years ended December 31, 2025 and 2024, quarterly reviews, the reviews of registration statements and issuances of consents, and services that are normally provided in connection with statutory and regulatory filings or engagements. ** Audit-Related Fees: Refers to fees billed outside of the scope of the engagement letter for the audit which are reasonably related to the performance of the audit or review of our consolidated financial statements for the years ended December 31, 2025 and 2024. *** Tax Fees: Refers to fees for tax compliance services, including preparation of federal and state income tax returns, and tax payment and planning advice . Pre-Approval Policy All of the above services were approved by the Audit Committee. In accordance with the Sarbanes-Oxley Act of 2002, as amended, the Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. On an ongoing basis, management defines and communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of our independent registered public accounting firm for such services. ​ 114 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. Documents filed as part of this Annual Report on Form 10-K: A. Financial Statements FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Financial Statements of ConnectM Technology Solutions, Inc. ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (Adeptus Partners, LLC; Ocean, New Jersey; PCAOB ID No. 3686) ​ F-1 Report of Independent Registered Public Accounting Firm (KNAV CPA LLP; Atlanta, GA; PCAOB ID No. 2983). ​ F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss ​ F-4 Consolidated Statements of Changes in Stockholders’ Deficit ​ F-5 Consolidated Statements of Cash Flows ​ F-6 Notes to Consolidated Financial Statements ​ F-7 ​ B. The following Exhibits are filed as part of this Annual Report on Form 10-K: ​ Exhibit No ​ ​ ​ Description 2.1 ​ Agreement and Plan of Merger dated as of December 31, 2022, by and among Monterey Capital Acquisition Corporation, Chronos Merger Sub, Inc. and ConnectM Technology Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the registrant on January 3, 2023) 2.2 ​ First Amendment to the Agreement and Plan of Merger dated as of October 12, 2023, by and among Monterey Capital Acquisition Corporation, Chronos Merger Sub, Inc. and ConnectM Technology Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the registrant on October 16, 2023) 2.3 ​ Second Amendment to the Agreement and Plan of Merger dated as of April 12, 2024, by and among Monterey Capital Acquisition Corporation, Chronos Merger Sub, Inc. and ConnectM Technology Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the registrant on April 12, 2024) 2.4 ​ Purchase Agreement (incorporated by reference to Exhibit 2.1 to the Current report on Form 8-K filed by the registrant on August 6, 2024) 3.1 ​ Second Amended and Restated Certificate of Incorporation of ConnectM Technology Solutions, Inc. (incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed by the registrant on July 18, 2024). 3.2 ​ Amended and Restated Bylaws of ConnectM Technology Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 18, 2024) 3.3 ​ Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock filed on May 5, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 15, 2025) 3.4 ​ Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock filed on May 5, 2025 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 15, 2025) 4.1 ​ Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 18, 2024) 4.2 ​ Specimen Warrant Certificate (included in Exhibit 4.3) 4.3 ​ Warrant Agreement, dated May 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2022) 4.4 ​ Description of Securities (incorporated by reference to Exhibit 4.4 to the Form 10-K filed with the Securities and Exchange Commission on August 4, 2025) 115 Table of Contents ​ Exhibit No ​ ​ ​ Description 10.1 ​ Form of Indemnification Agreement of ConnectM Technology Solutions, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.2 ​ Amended and Restated Registration Rights Agreement, dated July 12, 2024 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.3 ​ Legacy ConnectM 2019 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.4 ​ ConnectM Technology Solutions, Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.5 ​ Letter Agreement, dated May 10, 2022, by and among Monterey Capital Acquisition Corporation and certain security holders, officers and directors of Monterey Capital Acquisition Corporation (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.6 ​ Private Placement Warrant Purchase Agreement, dated May 10, 2022, by and between Monterey Capital Acquisition Corporation and Monterrey Acquisition Sponsor, LLC (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.7 ​ Standard Form Commercial Lease, dated as of October, 2022, by and between Sunrise Nominee Trust and Aurai LLC (f/k/a ConnectM Technologies, LLC) (dba Bourque Heating and Cooling Co. Inc.) (Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.8 ​ Standard Form Commercial Lease, dated as of February 25, 2018, by and between Maplewood Cutter, LLC and Cazeault Solar & Home LLC, as amended by that certain Letter, dated as of June 8, 2022, by and between Maplewood Cutter, LLC and Cazeault Solar & Home LLC (Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.9 ​ Lease, dated as of October 31, 2006, by and between Hovey Realty Corporation and Cazeault Solar & Home LLC (Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.10 ​ Commercial Lease, dated as of May 1, 2019, by and between CB Equities Mt Royal LLC and Legacy ConnectM (Incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.11 ​ Leave and License Agreement, dated September 30, 2020, by and between Sree Ramulu Raju and ConnectM Technology Solutions Private Limited (Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.12 ​ Rental Agreement, dated December 1, 2021, by and between Rajesh S. Gowda and ConnectM Technology Solutions Private Limited (Incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.13 ​ Lease Agreement dated April 3, 2023, by and between AirFlow Service Company, Inc. and Wellington Business Center LLC (Incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.14 ​ Warehouse & Fulfillment Services Agreement, dated December 27, 2016, by and between Vnetek Communications, LLC dba Northeast 3PL and Legacy ConnectM (Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.15 ​ Promissory Note, dated February 22, 2022, issued by Legacy ConnectM, in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.16 ​ Promissory Note, dated February 22, 2022, issued by Legacy ConnectM, in favor of SriSid LLC (Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.17 ​ Secured Subordinated Promissory Note, dated May 18, 2021, issued by ConnectM Babione LLC in favor of Douglas Pence (Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.18 ​ Promissory Note, dated May 31, 2022, issued by Aurai LLC (f/k/a ConnectM Technology Solutions LLC) in favor of George A. Neighoff (Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.19 ​ Secured Subordinated Promissory Note, dated February 28, 2022, issued by Aurai LLC (f/k/a ConnectM Technology Solutions LLC) in favor of Robert G. Bourque and Lise Bourque (Incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 116 Table of Contents ​ Exhibit No ​ ​ ​ Description 10.20 ​ Secured Subordinated Promissory Note, dated January 24, 2022, issued by Aurai LLC (f/k/a ConnectM Technology Services, LLC) in favor of Timothy Sanborn (Incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.21 ​ Secured Subordinated Promissory Note, dated January 24, 2022, issued by Aurai LLC (f/k/a ConnectM Technology Services, LLC) in favor of Russell Cazeault (Incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.22 ​ Loan Authorization and Agreement, Small Business Administration Loan #8512657807, Application #3302062637, Doc #L-01-2884676-01, dated July 30, 2021, amending that certain Loan Authorization and Agreement, Small Business Administration Loan #8512657807, Application #3302062637, Doc #L-01-2884676-01, dated June 5, 2020, by and between Legacy ConnectM and the Small Business Administration (Incorporated by reference to Exhibit 10.22 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024). 10.23 ​ Management Services Agreement, dated January 24, 2022, by and between Cazeault Solar & Home, LLC and Timothy J. Sanborn (Incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.24 ​ Promissory Note, dated August 22, 2023, issued by Monterey Capital Acquisition Corporation in favor of Legacy ConnectM (Incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.25 ​ Promissory Note, dated October 23, 2023, issued by Monterey Capital Acquisition Corporation in favor of Legacy ConnectM (Incorporated by reference to Exhibit 10.25 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.26 ​ Promissory Note, dated November 16, 2023, issued by Monterey Capital Acquisition Corporation in favor of Legacy ConnectM (Incorporated by reference to Exhibit 10.26 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.27 ​ Promissory Note, dated January 24, 2023, issued by Legacy ConnectM in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.27 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.28 ​ Promissory Note, dated March 1, 2023, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.28 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.29 ​ Promissory Note, dated April 10, 2023, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.29 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.30 ​ Promissory Note, dated May 3, 2023, issued by Legacy ConnectM in favor of Sreenivasa Rao Nalla (Incorporated by reference to Exhibit 10.30 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.31 ​ Promissory Note, dated May 5, 2023, issued by Legacy ConnectM in favor of Ashish Kulkarni (Incorporated by reference to Exhibit 10.31 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.32 ​ Promissory Note, dated July 18, 2023, issued by Legacy ConnectM in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.33 ​ Promissory Note, dated July 26, 2023, issued by Legacy ConnectM in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.34 ​ Promissory Note, dated August 2, 2023, issued by Legacy ConnectM in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.34 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.35 ​ Promissory Note, dated August 2, 2023, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.35 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.36 ​ Promissory Note, dated September 15, 2023, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.36 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 117 Table of Contents ​ Exhibit No ​ ​ ​ Description 10.37 ​ Promissory Note, dated September 25, 2023, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.37 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.38 ​ Promissory Note, dated October 19, 2023, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.38 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.39 ​ Promissory Note, dated October 27, 2023, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.39 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.40 ​ Promissory Note, dated November 9, 2023, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.40 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.41 ​ Promissory Note, dated November 10, 2023, issued by Legacy ConnectM in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.41 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.42 ​ Promissory Note, dated November 13, 2023, issued by Legacy ConnectM in favor of Ashish Kulkarni (Incorporated by reference to Exhibit 10.42 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.43 ​ Promissory Note, dated December 15, 2023, issued by Legacy ConnectM in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.43 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.44 ​ Promissory Note, dated December 15, 2023, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.44 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.45 ​ Promissory Note, dated April 10, 2024, issued by Legacy ConnectM in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.45 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.46 ​ Promissory Note, dated April 23, 2024, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.46 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.47 ​ Promissory Note, dated May 6, 2024, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.47 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.48 ​ Promissory Note, dated May 8, 2024, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.48 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.49 ​ Promissory Note, dated May 16, 2024, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.49 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.50 ​ Promissory Note, dated May 20, 2024, issued by Legacy ConnectM in favor of SriSid LLC (Incorporated by reference to Exhibit 10.50 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.51 ​ Promissory Note, dated June 1, 2024, issued by Legacy ConnectM in favor of Dinesh Tanna (Incorporated by reference to Exhibit 10.51 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.52 ​ Promissory Note, dated June 10, 2024, issued by Legacy ConnectM in favor of Ashish Kulkarni (Incorporated by reference to Exhibit 10.52 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.53 ​ Promissory Note, dated June 17, 2024, issued by Legacy ConnectM in favor of Satish K Tadikonda Trust. (Incorporated by reference to Exhibit 10.53 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.54 ​ Promissory Note, dated June 17, 2024, issued by Legacy ConnectM in favor of Kanu Patel (Incorporated by reference to Exhibit 10.54 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.55 ​ Promissory Note, dated June 20, 2024, issued by Legacy ConnectM in favor of Vikas Desai (Incorporated by reference to Exhibit 10.55 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 118 Table of Contents ​ Exhibit No ​ ​ ​ Description 10.56 ​ Credit Agreement, dated February 18, 2022, by and among Legacy ConnectM, SriSid LLC, and Arumilli LLC (Incorporated by reference to Exhibit 10.56 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.57 ​ Security and Intercreditor Agreement, dated February 22, 2022, by and among Legacy ConnectM, SriSid LLC, and Arumilli LLC (Incorporated by reference to Exhibit 10.57 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.58 ​ Promissory Note, dated December 29, 2022, issued by ConnectM Florida RE LLC in favor of RJZ Holdings LLC (Incorporated by reference to Exhibit 10.58 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.59 ​ Secured Promissory Note, dated December 28, 2022, issued by Aurai LLC in favor of Robert J. Zrallack (Incorporated by reference to Exhibit 10.59 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.60 ​ Promissory Note, dated November 28, 2022, issued by Legacy ConnectM, in favor of SriSid LLC (Incorporated by reference to Exhibit 10.60 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.61 ​ Promissory Note, dated January 18, 2024, issued by Legacy ConnectM in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.61 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.62 ​ Promissory Note, dated February 2, 2024, issued by Legacy ConnectM in favor of IT Corpz, Inc (Incorporated by reference to Exhibit 10.62 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.63 ​ Promissory Note, dated March 13, 2024, issued by Legacy ConnectM in favor of Arumilli LLC (Incorporated by reference to Exhibit 10.63 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024) 10.64 ​ Amendment to Forward Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed by the registrant on August 6, 2024) 10.65 ​ Note Conversion Agreement by and between the Company and Arumilli LLC, dated as of September 12, 2024 (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed by the registrant on September 17, 2024) 10.66 ​ Note Conversion Agreement by and between the Company and SriSid LLC, dated as of September 12, 2024 (incorporated by reference to Exhibit 10.2 to the Current report on Form 8-K filed by the registrant on September 17, 2024) 10.67 ​ Standby Equity Purchase Agreement dated as of December 17, 2024 by and between the Company and YA II PN, LTD. (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed by the registrant on December 26, 2024) 10.68 ​ Note Conversion Agreement by and between the Company and Sree Nalla, an individual, dated as of September 12, 2024 (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.69 ​ Note and Payable Conversion Agreement by and between the Company and IT Corpz Inc., dated as of September 24, 2024 (incorporated by reference to Exhibit 10.2 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.70 ​ Note Conversion Agreement by and between the Company and Monterrey Acquisition Sponsor LLC, dated as of September 24, 2024 (incorporated by reference to Exhibit 10.3 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.71 ​ Debt Conversion Agreement by and between the Company and MZHCI, LLC, dated as of November 13, 2024 (incorporated by reference to Exhibit 10.4 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.72 ​ Debt Conversion Agreement by and between the Company and George A. Neighoff, an individual, dated as of November 13, 2024 (incorporated by reference to Exhibit 10.5 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.73 ​ Debt Conversion Agreement by and between the Company and KLR Holdings Inc., dated as of December 1, 2024 (incorporated by reference to Exhibit 10.6 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 119 Table of Contents ​ Exhibit No ​ ​ ​ Description 10.74 ​ Debt Conversion Agreement by and between the Company and Libertas Funding LLC, dated as of September 24, 2024 (incorporated by reference to Exhibit 10.7 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.75 ​ Marketing Services Agreement by and between the Company and Outside Box Capital Inc., dated as of July 25, 2024 (incorporated by reference to Exhibit 10.8 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.76 ​ Services Agreement by and between the Company and Jamal Khurshid, an individual, dated December 1, 2024(incorporated by reference to Exhibit 10.9 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.77 ​ Services Agreement by and between the Company and LU2 Holdings, LLC, dated December 1, 2024(incorporated by reference to Exhibit 10.10 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.78 ​ Capital Markets Advisory Agreement by and between the Company and Roth Capital Partners LLC, dated July 16, 2024 (incorporated by reference to Exhibit 10.11 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.79 ​ Transfer Agreement by and between the Company and Srimulli Renewable LLC, dated October 1, 2024 (incorporated by reference to Exhibit 10.12 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.80 ​ Transfer Agreement by and between the Company and Gregory Kendall, an individual, dated October 1, 2024 (incorporated by reference to Exhibit 10.13 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.81 ​ Settlement Agreement by and between the Company and Benjamin Securities, Inc., dated October 2, 2024 (incorporated by reference to Exhibit 10.14 to the Current report on Form 8-K filed by the registrant on February 10, 2025) 10.82 ​ Convertible Promissory Note, dated December 17, 2024, between ConnectM and YA II PN, LTD. (incorporated by reference to Exhibit 10.2 to the Current report on Form 8-K filed by the registrant on December 26, 2024) 10.83 ​ Registration Rights Agreement, dated December 17, 2024, between ConnectM and YA II PN, LTD. (incorporated by reference to Exhibit 10.3 to the Current report on Form 8-K filed by the registrant on December 26, 2024) 10.84 ​ Termination Agreement dated as of April 2, 2025, by and among (i) Meteora Special Opportunity Fund I, LP, (ii) Meteora Capital Partners, LP, (iii) Meteora Select Trading Opportunities Master, LP, and (iv) ConnectM (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed by the registrant on April 18, 2025) 14.1 ​ Code of Ethics (incorporated by reference to Exhibit 14.1 to the Form 10-K filed with the Securities and Exchange Commission on August 4, 2025) 19.1 ​ Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Form 10-K filed with the Securities and Exchange Commission on August 4, 2025) 21.1* ​ Subsidiaries of the Registrant 23.1* ​ Consent of independent registered public accounting firm – Adeptus Partners, LLC 23.2* ​ Consent of independent registered public accounting firm – KNAV CPA LLP 31.1* ​ Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* ​ Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* ​ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* ​ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 ​ Includes the following financial and related information on Form 10-K as of and for the 12 months ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income, (4) the Consolidated Statements of Changes in Stockholders’ Equity, (5) the Consolidated Statements of Cash Flows, and (6) Notes to Consolidated Financial Statements. 104 ​ The cover page from this Annual Report on Form 10-K formatted in Inline XBRL. * Filed herewith ​ Item 16. Form 10-K Summary. Not included. ​ 120 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ (Registrant) ConnectM Technology Solutions, Inc. ​ By (Signature and Title) Bhaskar Panigrahi, Chief Executive Officer and Chairman Date April 16, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature ​ ​ ​ Capacity ​ ​ ​ Date ​ ​ ​ ​ ​ /s/ Bhaskar Panigrahi ​ Chief Executive Officer; Chairman ​ April 16, 2026 Bhaskar Panigrahi ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /S/ Mahesh Choudhury ​ Principal Financial Officer & Vice President, U.S. Operations ​ April 16, 2026 Mahesh Choudhury ​ ​ ​ ​ ​ ​ ​ ​ /S/ Bala Padmakumar ​ Vice Chairman ​ April 16, 2026 Bala Padmakumar ​ ​ ​ ​ ​ ​ ​ ​ ​ /S/ Kathy Cuocolo ​ Director ​ April 16, 2026 Kathy Cuocolo ​ ​ ​ ​ ​ ​ ​ ​ ​ /S/ Stephen Markscheid ​ Director ​ April 16, 2026 Stephen Markscheid ​ ​ ​ ​ ​ ​ ​ ​ ​ /S/ Gautam Barua ​ Director ​ April 16, 2026 Gautam Barua ​ ​ ​ ​ ​ ​ ​ ​ 121 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of ConnectM Technology Solutions, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of ConnectM Technology Solutions, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has a net loss from operations, negative cash flows from operations, and an accumulated deficit and that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We began serving as the Company’s auditor in 2023. In 2025, we became the predecessor auditor. /s/ Adeptus Partners, LLC PCAOB ID: 3686 Ocean, New Jersey August 4, 2025 ​ F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of ConnectM Technology Solutions, Inc. and its subsidiaries Opinion on the consolidated financial statements We have audited the accompanying consolidated balance sheet of ConnectM Technology Solutions, Inc. and its subsidiaries (the Company) as of December 31, 2025, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Substantial doubt about the Company’s ability to continue as a going concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring net losses, has an accumulated deficit and stockholders’ deficit and working capital deficit. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company’s operating and investing activities and meet financial obligations over the next year from the date these consolidated financial statements were issued. There can be no assurance that such plans will be successfully implemented or will generate sufficient liquidity to meet the Company’s obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KNAV CPA LLP We have served as the Company’s auditor since 2025. Atlanta, Georgia April 16, 2026 ​ PCAOB ID - 2983 ​ ​ F-2 Table of Contents CONNECTM TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ 2025 ​ 2024 Assets ​ ​ ​ ​ Current assets ​ ​ ​ ​ Cash ​ $ 2,904,430 ​ $ 2,407,843 Accounts receivable – net of allowance for credit loss ​ 3,066,626 ​ 1,897,471 Contract asset ​ 303,910 ​ 206,750 Inventories, net ​ 633,798 ​ ​ 550,695 Forward purchase agreement derivative asset ​ ​ — ​ ​ 1,471,000 Working capital advances ​ ​ — ​ ​ 266,831 Prepaid expenses and other current assets ​ 1,261,794 ​ 1,530,842 Total current assets ​ 8,170,558 ​ 8,331,432 Right-of-use asset – operating lease ​ 215,385 ​ 221,479 Right-of-use asset – finance lease ​ 54,147 ​ 130,774 Property and equipment, net ​ 20,330,688 ​ 936,573 Goodwill ​ 5,216,788 ​ 1,728,108 Intangible assets, net ​ 2,182,558 ​ 1,408,176 Total Assets ​ $ 36,170,124 ​ $ 12,756,542 Liabilities and Stockholders’ Deficit ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ Accounts payable ​ $ 7,219,261 ​ $ 10,497,488 Accrued expenses and other current liabilities ​ 2,350,393 ​ 3,207,233 Contingent consideration liability ​ ​ 1,441,164 ​ ​ 259,243 Debt, net of debt discount ​ 7,098,279 ​ 7,019,499 Convertible debt, at fair value ​ 5,321,303 ​ 8,542,323 Derivative liabilities ​ ​ 234,389 ​ ​ 4,229,478 Deferred consideration ​ ​ 396,850 ​ ​ — Operating lease liability ​ 94,340 ​ 117,120 Finance lease liability ​ 58,398 ​ 103,392 Contract liabilities ​ 772,013 ​ 602,469 3(a)(10) Settlement Agreement, at fair value ​ ​ 3,634,000 ​ ​ — Other payable ​ ​ 250,000 ​ ​ — Deferred tax liabilities ​ ​ 4,039,514 ​ ​ — Total current liabilities ​ 32,909,904 ​ 34,578,245 Debt, net of current portion ​ 1,180,273 ​ 1,303,665 Operating lease liabilities, net of current portion ​ 130,509 ​ 135,239 Finance lease liabilities, net of current portion ​ 43,749 ​ 91,726 Contingent consideration liability, net of current portion ​ ​ 330,226 ​ ​ 434,174 Total liabilities ​ 34,594,661 ​ 36,543,049 Commitments and Contingencies ​ ​ ​ ​ Stockholders’ Deficit: ​ ​ ​ ​ Preferred stock Series A, $ 0.0001 par value, 10,000,000 shares authorized as of December 31, 2025 and December 31, 2024 no shares issued or outstanding as of December 31, 2025 and December 31, 2024 ​ ​ — ​ ​ — Common stock, $ 0.0001 par value, 250,000,000 shares and 100,000,000 shares authorized as of December 31, 2025 and December 31, 2024 respectively, 153,255,345 and 29,093,289 issued and outstanding as of December 31, 2025 and December 31, 2024 respectively ​ 15,325 ​ 2,910 Additional paid-in-capital ​ 60,149,175 ​ 20,152,919 Accumulated deficit ​ ( 61,671,149 ) ​ ( 45,426,099 ) Accumulated other comprehensive income ​ ( 20,333 ) ​ 166,007 Total ConnectM Technology Solutions, Inc.’s stockholders’ deficit ​ ( 1,526,982 ) ​ ( 25,104,263 ) Non-controlling interest ​ 3,102,445 ​ 1,317,756 Total stockholders’ deficit ​ 1,575,463 ​ ( 23,786,507 ) Total liabilities and stockholders’ deficit ​ $ 36,170,124 ​ $ 12,756,542 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-3 Table of Contents CONNECTM TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Revenues ​ $ 35,836,809 ​ $ 22,652,885 Cost of revenues ​ 24,371,255 ​ 16,706,177 Gross profit ​ ​ 11,465,554 ​ ​ 5,946,708 Selling, general and administrative expenses ​ 23,502,849 ​ 15,145,429 Loss on impairment of intangible assets and goodwill ​ ​ 548,492 ​ ​ 2,403,628 Loss from operations ​ ( 12,585,787 ) ​ ( 11,602,349 ) Other income (expense): ​ ​ ​ ​ Interest expense ​ ( 1,303,292 ) ​ ( 2,714,048 ) Loss on issuance of financial instruments ​ ​ ( 45,250 ) ​ ​ — Loss on extinguishment of debt and vendor payable ​ ​ ( 3,010,366 ) ​ ​ ( 1,645,443 ) Gain on extinguishment of debt ​ ​ 2,568,839 ​ ​ 2,257,638 Change in fair value of convertible debt ​ ​ ( 2,146,284 ) ​ ​ ( 1,707,747 ) Change in fair value of forward purchase agreement ​ ​ ( 971,000 ) ​ ​ ( 8,254,390 ) Change in fair value of contingent consideration ​ ​ ( 111,355 ) ​ ​ ( 59,723 ) Day one gain on issuance of SEPA ​ ​ — ​ ​ 134,886 Change in fair value of derivative liabilities ​ ​ ( 365,158 ) ​ ​ ( 187,428 ) Loss on forward purchase agreement ​ ​ — ​ ​ ( 266,655 ) Gain on forward purchase agreement ​ ​ — ​ ​ 1,453,891 Gain on modification of liabilities ​ ​ 194,523 ​ ​ — Bargain purchase gain ​ ​ 2,121,079 ​ ​ — Change in fair value on Section 3(a)(10) Settlement Agreement (Note 12) ​ ​ ( 721,829 ) ​ ​ — Other income (expense), net ​ 302,122 ​ 83,160 Total other income (expense), net ​ ( 3,487,971 ) ​ ( 10,905,859 ) Net loss from operations before income taxes ​ ​ ( 16,073,758 ) ​ ​ ( 22,508,208 ) Income tax benefit ​ ​ 16,086 ​ ​ — Net loss ​ $ ( 16,057,672 ) ​ $ ( 22,508,208 ) Less: net income (loss) attributable to noncontrolling interests ​ 187,378 ​ 57,540 Net loss attributable to ConnectM Technology Solutions, Inc. ​ $ ( 16,245,050 ) ​ $ ( 22,565,748 ) Other comprehensive income (loss): ​ ​ ​ ​ Foreign currency translation adjustments ​ ( 186,340 ) ​ 51,383 Comprehensive income/(loss) before noncontrolling interests ​ ( 16,431,390 ) ​ ( 22,514,365 ) Less: comprehensive loss/(income) attributable to non-controlling interests ​ 187,378 ​ 57,540 Comprehensive Income/(loss) attributable to ConnectM Technology Solutions, Inc. ​ $ ( 16,618,768 ) ​ $ ( 22,571,905 ) ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding of common stock ​ 72,318,607 ​ 19,071,591 Basic and diluted net loss per share, common stock ​ $ ( 0.22 ) ​ $ ( 1.18 ) ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ F-4 Table of Contents CONNECTM TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-In ​ Accumulated ​ Comprehensive ​ Stockholders’ ​ Noncontrolling ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Income (Loss) ​ ​ ​ Deficit ​ ​ ​ interests ​ ​ ​ Deficit Balances, as of January 1, 2024 ​ 13,338,437 ​ $ 1,334 ​ ​ 13,288,174 ​ $ ( 22,860,351 ) ​ $ 114,624 ​ $ ( 9,456,219 ) ​ $ ( 26,345 ) ​ $ ( 9,482,564 ) Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 51,383 ​ ​ 51,383 ​ ​ — ​ ​ 51,383 Issuance of common stock in connection with conversion of convertible notes payable ​ 1,067,592 ​ ​ 107 ​ ​ 3,779,116 ​ ​ — ​ ​ — ​ ​ 3,779,223 ​ ​ — ​ ​ 3,779,223 Issuance of common stock ​ 16,607 ​ ​ 2 ​ ​ 35,000 ​ ​ — ​ ​ — ​ ​ 35,002 ​ ​ — ​ ​ 35,002 Issuance of common stock in connection with business combination with MCAC, net of transaction costs (see Note 4) ​ 6,701,421 ​ ​ 671 ​ ​ ( 6,673,643 ) ​ ​ — ​ ​ — ​ ​ ( 6,672,972 ) ​ ​ — ​ ​ ( 6,672,972 ) Acquisition of noncontrolling interest in connection with acquisition of a business (see Note 5) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,287,320 ​ ​ 1,287,320 Issuance of common stock as consideration in acquisition of a business ​ 160,000 ​ ​ 16 ​ ​ 161,424 ​ ​ — ​ ​ — ​ ​ 161,440 ​ ​ — ​ ​ 161,440 Acquisition of additional noncontrolling shares ​ — ​ — ​ 50,931 ​ — ​ — ​ 50,931 ​ ​ ( 759 ) ​ 50,172 Issuance of common stock to extinguish obligations to vendors and lenders ​ 6,534,776 ​ 653 ​ 7,460,920 ​ — ​ — ​ 7,461,573 ​ — ​ 7,461,573 Issuance of common stock to vendors as consideration ​ 885,000 ​ 89 ​ 1,729,261 ​ — ​ — ​ 1,729,350 ​ — ​ 1,729,350 Issuance of common stock to extinguish note payable, related party (see Note 16) ​ 125,000 ​ ​ 13 ​ ​ 133,737 ​ ​ — ​ ​ — ​ ​ 133,750 ​ ​ — ​ ​ 133,750 Issuance of common stock in relation to SEPA (see Note 8) ​ 264,456 ​ 26 ​ 187,474 ​ — ​ — ​ 187,500 ​ — ​ 187,500 Share based compensation expense (see Note 10) ​ — ​ ​ — ​ ​ 525 ​ ​ — ​ ​ — ​ ​ 525 ​ ​ — ​ ​ 525 Net loss 2024 ​ — ​ ​ — ​ ​ — ​ ​ ( 22,565,748 ) ​ ​ — ​ ​ ( 22,565,748 ) ​ ​ 57,540 ​ ​ ( 22,508,208 ) Balances, as of December 31, 2024 ​ 29,093,289 ​ $ 2,910 ​ ​ 20,152,919 ​ $ ( 45,426,099 ) ​ $ 166,007 ​ $ ( 25,104,263 ) ​ $ 1,317,756 ​ $ ( 23,786,507 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, as of January 1, 2025 ​ 29,093,289 ​ $ 2,910 ​ ​ 20,152,919 ​ $ ( 45,426,099 ) ​ $ 166,007 ​ $ ( 25,104,263 ) ​ $ 1,317,756 ​ $ ( 23,786,507 ) Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 186,340 ) ​ ​ ( 186,340 ) ​ ​ — ​ ​ ( 186,340 ) Issuance of common stock to settle claim under Section 3(a)10 Settlement Agreement (see Note 12) ​ 13,744,131 ​ ​ 1,373 ​ ​ 8,710,402 ​ ​ — ​ ​ — ​ ​ 8,711,775 ​ ​ — ​ ​ 8,711,775 Issuance of common stock to settle share reset derivative liabilities (see Note 11) ​ 2,737,168 ​ ​ 274 ​ ​ 1,711,731 ​ ​ — ​ ​ — ​ ​ 1,712,005 ​ ​ — ​ ​ 1,712,005 Issuance of common stock to BOD and employees ​ 2,758,309 ​ ​ 276 ​ ​ 511,692 ​ ​ — ​ ​ — ​ ​ 511,968 ​ ​ — ​ ​ 511,968 Issuance of common stock in connection with services ​ 618,023 ​ 62 ​ 175,714 ​ ​ ​ ​ ​ 175,776 ​ — ​ 175,776 Issuance of common stock in connection with stock subscription ​ 3,658,333 ​ 366 ​ 804,634 ​ — ​ — ​ 805,000 ​ — ​ 805,000 Issuance of common stock in connection with the conversion of convertible debt and accrued interest pursuant to Section 3(a)(9) ​ 43,272,341 ​ 4,327 ​ 6,549,275 ​ — ​ — ​ 6,553,602 ​ — ​ 6,553,602 Issuance of common stock in connection with the conversion of promissory note and accrued interest 3(a)(9) ​ 11,521,685 ​ ​ 1,152 ​ ​ 5,706,385 ​ ​ — ​ ​ — ​ ​ 5,707,537 ​ ​ — ​ ​ 5,707,537 Issuance of common stock in connection with share exchange agreement to settled accounts payable vendors ​ 1,134,251 ​ ​ 113 ​ ​ 12,363 ​ ​ — ​ ​ — ​ ​ 12,474 ​ ​ — ​ ​ 12,474 Issuance of common stock in connection with the ATS and SESB acquisition (see Note 5) ​ 4,900,000 ​ ​ 490 ​ ​ 3,198,988 ​ ​ — ​ ​ — ​ ​ 3,199,480 ​ ​ — ​ ​ 3,199,480 Issuance of common stock in connection with the conversion of SEPA convertible debt (see Note 8) ​ 3,817,815 ​ ​ 382 ​ ​ 1,098,672 ​ ​ — ​ ​ — ​ ​ 1,099,054 ​ ​ — ​ ​ 1,099,054 Recognition of non-controlling interest in connection with the acquisition of CER (see Note 5) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 613,286 ​ ​ 613,286 Issuance of common stock in connection with acquisition of Geo Impex LLC/India (see Note 5) ​ 33,300,000 ​ ​ 3,330 ​ ​ 10,652,670 ​ ​ — ​ ​ — ​ ​ 10,656,000 ​ ​ 984,025 ​ ​ 11,640,025 Issuance of common stock in connection with acquisition of Amperics Holdings LLC (see Note 5) ​ 2,700,000 ​ ​ 270 ​ ​ 863,730 ​ ​ — ​ ​ — ​ ​ 864,000 ​ ​ — ​ ​ 864,000 Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 16,245,050 ) ​ ​ — ​ ​ ( 16,245,051 ) ​ ​ 187,378 ​ ​ ( 16,057,673 ) Balances, as of December 31, 2025 ​ 153,255,345 ​ $ 15,325 ​ ​ 60,149,175 ​ $ ( 61,671,149 ) ​ $ ( 20,333 ) ​ $ ( 1,526,982 ) ​ $ 3,102,445 ​ $ 1,575,463 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ F-5 Table of Contents ​ CONNECTM TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ Net loss ​ $ ( 16,057,672 ) ​ $ ( 22,508,208 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Depreciation and amortization expense ​ 815,049 ​ ​ 745,741 Amortization of debt discount ​ 444,292 ​ 137,615 Stock-based compensation expense ​ 1,460,290 ​ 525 Shares issue for service ​ — ​ ​ 837,473 Share issued for SEPA ​ — ​ ​ 187,500 Share issues for settlement of expense ​ — ​ 133,750 Stock-based compensation to employees ​ — ​ 35,000 ROU amortization on finance leases ​ 76,626 ​ 121,457 ROU amortization on operating leases ​ 81,259 ​ 172,974 Provision for inventory shrinkage ​ — ​ 23,926 Provision for credit losses ​ ​ 1,340,462 ​ ​ 187,633 Loss on impairment of intangible assets and goodwill ​ ​ 548,492 ​ ​ 2,403,628 Investment write off ​ ​ 45,000 ​ ​ — Gain on disposal of property and equipment ​ ​ 72,231 ​ ​ ( 843 ) Loss on issuance of financial instruments ​ ​ 45,250 ​ ​ — Loss on extinguishment of debt and vendor payable ​ ​ 3,010,366 ​ ​ 1,645,443 Gain on extinguishment of debt and vendor payable ​ ​ ( 2,763,363 ) ​ ​ ( 2,257,638 ) Change in fair value of convertible debt ​ ​ 2,146,284 ​ ​ 1,707,747 Change in fair value of forward purchase agreement ​ ​ 971,000 ​ ​ 8,254,390 Loss on repossessed vehicle ​ ​ 28,470 ​ ​ — Bargain purchase gain ​ ​ ( 2,121,079 ) ​ ​ — Loss on termination of lease ​ ​ 37,196 ​ ​ — Income from sale of property and equipment ​ ​ ( 23,500 ) ​ ​ — Day one gain on issuance of SEPA and convertible note ​ — ​ ​ ( 134,886 ) Gain on modification of forward purchase agreement ​ ​ — ​ ​ ( 1,572,236 ) Change in fair value of derivative liabilities ​ 365,158 ​ 187,428 Loss on modification of forward purchase agreement ​ — ​ 385,000 Change in fair value of contingent consideration ​ 111,355 ​ 59,723 Change in fair value of Section 3(a)(10) Settlement Agreement (Note 12) ​ ​ 721,829 ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable ​ ( 2,527,305 ) ​ ( 767,292 ) Contract asset ​ ( 97,160 ) ​ 136,896 Inventory ​ ( 101,766 ) ​ ( 293,434 ) Prepaid expenses and other current assets ​ ( 188,130 ) ​ 139,452 Accounts payable ​ 1,982,893 ​ 3,381,318 Accrued expenses ​ ( 1,257,359 ) ​ 1,622,271 Operating lease liabilities ​ ( 78,954 ) ​ ( 146,307 ) Working capital advances ​ — ​ ( 266,831 ) Contingent liability ​ ​ 966,618 ​ ​ — Contract liabilities ​ ​ 153,945 ​ ​ ( 518,348 ) Net cash used in operating activities ​ ​ ( 9,792,223 ) ​ ​ ( 5,959,133 ) CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ ​ ​ Purchase of property and equipment ​ ​ — ​ ​ ( 27,044 ) Proceeds from the sale of property and equipment ​ ​ 30,546 ​ ​ 13,000 Purchase of additional non-controlling shares ​ — ​ ( 60,000 ) Cash acquired in Geo Impex Acquisition ​ ​ 1,796 ​ ​ — Cash acquired in CER Acquisition ​ ​ 559,115 ​ ​ — Cash paid for capitalized software development costs ​ ​ ( 162,204 ) ​ ​ ( 186,103 ) Cash acquired from acquisition of business, net of purchase price paid ​ ​ — ​ ​ 152,482 Net cash received from investing activities ​ ​ 429,253 ​ ​ ( 107,665 ) CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ ​ Proceeds from the business combination ​ ​ — ​ ​ 35,770,959 Payment for reimbursement of consideration shares related to Forward Purchase Agreement payment ​ ​ — ​ ​ ( 36,727,814 ) Reimbursement for Recycled Shares related to Forward Purchase Agreement ​ — ​ 1,000,000 Proceeds from the issuance of debt ​ 3,435,150 ​ 6,614,400 Proceeds from the issuance of convertible notes ​ ​ 8,762,250 ​ ​ 4,940,000 Proceeds from Stock Subscription agreement ​ ​ 805,000 ​ ​ — Cash paid for debt issuance costs ​ — ​ ( 1,015,114 ) Repayments of debt ​ ( 2,518,306 ) ​ ( 2,262,401 ) Repayments on convertible notes ​ ( 637,500 ) ​ ( 50,000 ) Proceeds from factoring receivable arrangements ​ ​ 735,647 ​ ​ — Repayments on factoring receivable arrangements ​ ​ ( 735,647 ) ​ ​ — Payments of deferred consideration ​ ( 675,729 ) ​ — Proceeds from premium financing obligations ​ 325,875 ​ — Repayment of premium financing obligations ​ ​ ( 326,040 ) ​ ​ — Advance from lender ​ ​ 250,000 ​ ​ 1,057,275 Advance to Monterey Capital Acquisition Corporation ​ ​ — ​ ​ ( 1,933,695 ) Proceeds from Forward Purchase agreement ​ ​ 500,000 ​ ​ — Payment on finance leases ​ ​ ( 92,971 ) ​ ​ ( 107,068 ) Net cash provided by financing activities ​ ​ 9,827,729 ​ ​ 7,286,542 Effect of exchange rate changes on cash and cash equivalents ​ ​ 31,828 ​ ​ 27,731 Net decrease in cash and cash equivalents ​ ​ 496,587 ​ ​ 1,247,475 Cash, beginning of the period ​ ​ 2,407,843 ​ ​ 1,160,368 Cash, end of the period ​ $ 2,904,430 ​ $ 2,407,843 Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 198,700 ​ $ 1,057,138 Cash paid for taxes ​ $ — ​ $ — Supplemental disclosures of noncash financing information: ​ ​ ​ ​ ​ ​ Right-of-asset, operating acquired ​ $ — ​ $ 110,819 Derivative liabilities issued in connection with extinguishment of obligations to lenders and vendors through issuance of common stock ​ $ — ​ $ 4,042,050 Conversion of convertible debt to common stock ​ $ — ​ $ 3,779,223 Carrying value of debt exchanged in connection with acquisition of noncontrolling shares ​ $ — ​ $ 110,172 common stock issued as consideration to acquire a business ​ $ — ​ $ 161,440 Vehicles acquired through issuance of debt ​ $ — ​ $ 36,823 Debt extinguished through repossession of vehicle ​ $ — ​ $ 22,839 Vendor obligation exchanged for debt instrument ​ $ — ​ $ 119,000 Common stock issued for prepaid expenses ​ $ — ​ $ 891,827 Unpaid purchase price of acquisition ​ $ — ​ $ 170,000 Shares issues in connection with debt conversion agreement ​ $ — ​ $ 7,461,573 Recapitalization of noncontrolling interests ​ $ — ​ $ 110,172 Accounts payable and debt extinguishment through the Section 3(a)(10) Settlement Agreement ​ $ 8,908,077 ​ $ — Extinguishment of accounts payable through issuance of debt ​ $ 250,021 ​ $ — Repossessed vehicle ​ $ 84,992 ​ $ — Extinguishment of derivative liability ​ $ 2,648,508 ​ $ — Removal of ROU asset and lease liability at lease termination ​ $ 30,084 ​ $ — Reclassification of remaining obligation under terminated lease ​ $ 59,037 ​ $ — Fair value of shares issued to settle Claim under Section 3(a)(10) Settlement Agreement ​ $ 8,711,775 ​ $ — Fair value of shares issued to settle the share reset derivative liabilities ​ $ 1,712,005 ​ $ — Fair value of shares issued to settle Claim under Section 3(a)(9) Settlement Agreement ​ $ 12,261,138 ​ $ — Fair value of shares in connection with the conversion of SEPA convertible debt ​ $ 1,099,054 ​ $ — Settlement of accounts payable through issuance of shares ​ $ 207,000 ​ $ — Shares issued to vendor for prepaid expenses and accounts payable ​ $ 82,975 ​ $ — Acquisition of proprietary technology ​ $ 864,000 ​ $ — Shares issued to acquire ATS and SESB ​ $ 3,199,478 ​ $ — Shares issued to acquire Geo Impex ​ $ 10,656,000 ​ $ — Promissory note in connection with Geo Impex acquisition ​ $ 788,901 ​ $ — Deferred consideration for CER acquisition ​ $ 874,268 ​ $ — Extinguishment of derivative liability through the recognition of a reinstated debt obligation amounting ​ $ 2,648,508 ​ $ — ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ F-6 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: ORGANIZATION AND OPERATIONS ConnectM Technology Solutions, Inc. (the “Company,” “we” and/or “our”), a Delaware corporation, conducts its operations through its subsidiaries and operates a unified, AI-enabled technology platform powering the modern energy economy. Through this platform, the Company connects OEMs, service providers and end customers to enable electrification, decarbonization and grid-aware energy management across residential, commercial and infrastructure applications. The Company delivers solutions to its customers for (i) the decarbonization of homes, critical infrastructure and businesses through energy management-as-a-service offerings, including weatherization, HVAC, solar, battery and EV charging solutions, (ii) the facilitation of business-to-business transportation through its online and mobile last-mile delivery platform utilizing contracted drivers, and (iii) the management of connected operations through its industrial internet of things (“IIoT”) platform. These offerings are integrated and optimized through the Company’s proprietary platform, developed and continuously enhanced by Keen Labs, its AI and technology subsidiary. The Company also offers physical products as part of its solutions offerings, including AI-enabled heat pump systems for use in the decarbonization of homes and businesses, as well as display clusters, digital control units and vehicle control units used in the management of connected operations. The Company also provides managed solutions offerings, including human resources management, procurement services, omnichannel marketing and lead generation services, and access to working capital solutions designed to improve operating efficiency and enhance profitability for service providers. The Company’s platform and associated software continuously collect and analyze operational data, generating actionable insights that customers use for monitoring, optimization and decision-making, and enabling applications such as predictive maintenance and virtual power plant integration. The Company earns revenue outside the United States from its Owned Service Network, Distributed Energy & Renewables and Transportation segments. On July 12, 2024, the Company consummated the Business Combination which was accounted for as a reverse recapitalization with Legacy ConnectM being deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy ConnectM issuing stock for the net assets of MCAC, accompanied by a recapitalization. The net assets of MCAC were stated at fair value, with no goodwill or other intangible assets recorded. While MCAC was the legal acquirer in the Business Combination, because Legacy ConnectM was deemed the accounting acquirer, the historical financial statements of Legacy ConnectM became the historical financial statements of the combined company, upon consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy ConnectM prior to the Business Combination; (ii) the combined results of MCAC and Legacy ConnectM following the closing of the Business Combination; (iii) the assets and liabilities of Legacy ConnectM at their historical cost; and (iv) the Company’s equity structure for all periods presented. For more details on the reverse recapitalization, see Note 4 “Reverse Capitalization” to the Company’s Consolidated Financial Statements. As a result of the reverse recapitalization, all references to numbers of common shares and per common share data for 2024 in these consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the reverse recapitalization. Basis of presentation and principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the assets, liabilities, revenues, and expenses of all wholly owned subsidiaries over which the Company exercises control. All significant intercompany accounts, transactions and profits and losses were eliminated in consolidation. The Company has evaluated its relationships with other entities and has determined that it does not have any variable interest entities for which it is the primary beneficiary. Any reference in these footnotes to the applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). F-7 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS These consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and its controlled subsidiaries over which the Company exercises majority board control; investment in joint ventures, in which the Company shares equal control with its partner, are accounted for under the equity method. Intercompany accounts, transactions, profits and losses have been eliminated in consolidation. Investments in entities where the Company holds at least a 20% ownership interest and has the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. These consolidated financial statements are presented in United States Dollars (“USD” or $), which is the functional currency of the Company. Non-controlling Interest: The portion of equity not owned by the Company in entities controlled and consolidated by the Company are presented as non-controlling interest and classified as a component of consolidated stockholders’ deficit, separate from total stockholders’ deficit on the Company’s consolidated balance sheets. The amount recorded is based on the non-controlling interest holders’ initial investment, adjusted to reflect the non-controlling interest holder’s share of earnings or losses from the Company controlled entity, and any distributions received or additional contributions made by the non-controlling interest holder. Changes to the Company’s ownership that do not result in a loss of control are accounted for as equity transactions. The earnings or losses from the entity attributable to non-controlling interests are reflected in net income attributable to non-controlling interests on the accompanying consolidated statements of operations and comprehensive loss. All significant intercompany accounts, transactions, and profits and losses were eliminated in consolidation. These consolidated financial statements are presented in United States Dollars (“USD” or $), which is the functional currency of the Company. ​ ​ NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reclassifications: Certain prior period amounts have been reclassified to conform to the current year presentation. Emerging growth company: The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of financial assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The Company’s most significant estimates and judgments involve the identification of intangible assets in business combination, and determination of their useful life, valuation of acquired assets and assumed liabilities in a business combination, assessment of financial instruments as equity or liability, valuation of equity-classified and liability-classified financial instruments, the useful lives of long-lived assets, goodwill, identified intangible assets, assumptions used in assessing impairment of long-lived assets and goodwill, valuation of contingent consideration obligations, and the valuation of PPA for assets acquisition, convertible debt reported at fair value. F-8 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Segment reporting : ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. There are six operating and reportable segments based on the level at which the CODM reviews operating results, assesses performance and makes decisions regarding resource allocation as follows: (1) Owned service network segment consists of our owned service providers who serve as a single point solution provider for enterprises, infrastructure providers, homeowners, and light commercial building owners for their electrification and decarbonization needs, including system design, installation, monitoring, maintenance and repair of solar energy systems and HVAC solutions. The owned service providers use the Company’s technology platform, which provides maintenance, repair, and installation guidance and optimization (the “Technology Platform”), in servicing the homeowners and light commercial building owners. (2) Managed solutions segment provides third party residential and light commercial service providers with access to the Technology Platform as well as a selection of servicing offerings that the managed solutions customer can select from, including human resources management, procurement services, omnichannel marketing and lead generation as well as access to short-term working capital loans. (3) Distributed Energy & Renewables (“DER”) focuses on the delivery of solar energy and distributed energy solutions for commercial, residential, consumer and industrial customers in India, including project development, EPC services and ongoing energy management. (4) Logistics segment focuses on the facilitation of business-to-business transportation of heavy goods using the Company’s last mile delivery software. (5) Transportation segment focuses on the sale of hardware, software and technical services for electric vehicles to original equipment manufacturers (“OEMs”). OEMs have the option to buy access to the Technology Platform to remotely monitor the performance of the hardware. (6) Corporate & Strategic Assets segment encompasses corporate-level operations and the Company’s investment in Geo Impex India Private Limited, which holds approximately 76 acres of land near Chatrapur, Odisha, India, together with related entitlements and approvals for the development of a multimodal logistics park and AI-enabled data center campus. This segment did not generate revenue or incur material segment-level operating expenses during the periods presented. The segment’s principal asset is the underlying landholding and associated development rights. Cash and cash equivalents: The Company considers all highly liquid instruments with a maturity date of three months or less at the time of purchase to be cash equivalents. The Company had no cash equivalents at December 31, 2025 and December 31, 2024. As of December 31, 2025 and December 31, 2024, the Company had approximately $ 1,887,000 and $ 1,319,000 respectively, that exceeded FDIC insurance limits of $250,000. Fair value measurements: ASC 820, Fair Value Measurements (“ASC 820”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1 – Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. ● Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data. F-9 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ● Level 3 – Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement. An asset’s or a liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following techniques noted in ASC 820: ● Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. ● Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). ● Income approach: Techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing, and excess earnings models). ASC 825-10 “ Financial Instruments ” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (the “Fair Value Option”). The Fair Value Option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. The Company measures the fair value of certain convertible note payables on a recurring basis under the Fair Value Option (see Note 8 and Note 12). Accordingly, changes in fair value related to changes in the Company’s credit risk were recognized as a component of accumulated other comprehensive income while all other changes in fair value were recognized in the consolidated statements of operations and comprehensive loss. The Company’s financial instruments with a carrying value that approximates fair value consist of cash, accounts receivable, working capital advances, contract asset, convertible note receivable-related party, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, and contract liabilities due to their liquid or short-term nature or expected settlement dates of these instruments. If these financial instruments were recorded at fair value, they would be based on Level 1 inputs, except for short-term borrowings and notes receivable, related parties, net which would be based on Level 2 and Level 3 inputs, respectively. The Company’s non-financial assets, such as intangible assets, and financial assets are adjusted to fair value when an impairment charge is recognized. The impairment charges recognized on non-financial assets that consist of investment, goodwill and acquired intangible assets are based on Level 3 inputs, including a comparison of the Company’s results with expectations and expectation for future profits. The Company’s financial instruments that are measured at fair value on a recurring basis consist of forward purchase agreement derivative asset, 3(a)(10) settlement agreement, forward purchase agreement put option, contingent consideration obligation, convertible debt and derivative liabilities (see Note 12). Related parties: The Company considers parties to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions or owns more than 10.0 % of the Company’s common stock. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation. The Company reviews the relationships of its vendors, customers, shareholders, and board members to determine whether there are any parties that meet the criteria to be considered related. Any party that is deemed to be related to the Company is referred to as an “affiliate” or “related party” in these consolidated financial statements. F-10 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Accounts receivable and allowance for credit losses : Trade accounts receivable are recorded at the invoiced amount, net of allowances for expected credit losses. The Company estimates expected credit losses on trade receivables using a current expected credit loss model in accordance with ASC 326. The allowance is measured by applying an aging-based provision matrix over the contractual life of the receivable, considering historical loss experience, current economic conditions, and reasonable and supportable forecasts of future economic conditions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Accounts receivable, current ​ $ 4,279,791 ​ $ 1,897,471 Accounts receivable ​ ​ — ​ ​ — Total accounts receivable ​ $ 4,279,791 ​ $ 1,897,471 ​ ​ ​ ​ ​ ​ ​ Less: allowance for credit losses ​ $ ( 1,213,165 ) ​ $ — Total accounts receivable, net ​ ​ 3,066,626 ​ ​ 1,897,471 ​ In determining the allowance, the Company groups receivables that share similar risk characteristics on a collective basis. The Company maintains separate receivable pools for its U.S. and India operations, as these portfolios differ with respect to customer composition, contractual terms, economic environment, and historical loss patterns. Expected credit losses are estimated separately for each pool and aggregated to determine the consolidated allowance. Receivables with an indication of increased credit risk are individually assessed. Receivables are written off when the Company determines that amounts are uncollectible after all collection efforts have been exhausted. Changes in the allowance for current expected credit losses: ​ ​ ​ ​ ​ Allowance for expected credit losses ​ ​ ​ ​ ​ Balance as of January 1, 2024 ​ $ — Period change for current expected credit losses ​ — Balance as of December 31, 2024 ​ — Period change for current expected credit losses ​ 1,340,462 Utilization of Expected credit loss ​ ​ ( 127,297 ) Balance as of December 31, 2025 ​ $ 1,213,165 ​ During the year ended December 31, 2025, one customer individually accounted for more than 10% of the Company’s gross revenue, while the amount due from this customer was not material. In addition, another customer accounted for less than 10% of gross revenue but represented more than 10% of the Company’s total accounts receivable balance as of December 31, 2025. During the year ended December 31, 2024, no single customer accounted for more than 10% of the Company’s gross revenue. As of December 31, 2024, two customers individually accounted for more than 10% of the Company’s total accounts receivable. One of these customers is considered a related party due to ownership. Inventories: Inventories are stated at the lower of cost (determined by average cost method) or net realizable value. The valuation of inventories requires the Company to estimate obsolete or excess inventory as well as inventory that is not of saleable quality. The Company employs a variety of methodologies to determine the net realizable value of its inventory. While a portion of the calculation to record inventory at its net realizable value is based on the age of the inventory and lower of cost or net realizable value calculations, a key factor in estimating obsolete or excess inventory requires the Company to estimate the future demand for its products. If actual demand is less than the Company’s estimates, impairment charges, which are recorded to cost of sales, may need to be recorded in future periods. Inventory in excess of saleable amounts is not valued, and the remaining inventory is valued at the lower of cost or net realizable value. As of December 31, 2025 and 2024, an allowance for obsolete or slow-moving inventory was not required. The Company recognized a provision for inventory shrinkage of $ 0 and $ 23,926 for the years ended December 31, 2025 and 2024. F-11 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Inventories consist of parts and finished goods that include material, labor and manufacturing overhead costs. Parts primarily consist of manufacturing materials, hardware, wiring, and piping. Inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Parts ​ $ 472,079 ​ $ 164,131 Finished Goods ​ 161,719 ​ 386,564 Total ​ $ 633,798 ​ $ 550,695 ​ Convertible notes receivable, related party: The Company recorded convertible notes receivable for advances made to MCAC during the year ended December 31, 2023 for working capital purposes. The convertible notes receivable were non-interest bearing and were to be repaid upon consummation of a Business Combination. At the Company’s option, the convertible notes receivable could be converted into stock purchase warrants of MCAC at $ 1.00 per warrant. The Company accounts for these convertible notes receivable in accordance with ASC 310, Receivables . At the close of the Business Combination (see Note 8 and Note 9), the convertible notes receivable was neither repaid nor converted into stock purchase warrants of MCAC and were instead eliminated in consolidation. Prepaid expenses and other current assets : Prepaid expenses and other current assets include prepaid insurance, prepaid rent, and advances to service providers, which are expected to be recognized, received or realized within the next 12 months. Working capital advances to managed solutions segment customers : These are funds advanced by the Company to customers of its Managed Solutions segment to support their short-term working capital needs, such as purchasing inventory, financing operational expenses, or bridging cash flow gaps. The advances are generally provided under agreements that allow the Company to recoup the funds through future payments, service fees, or revenue-sharing arrangements tied to the customer’s use of the Managed Solutions platform . Property and Equipment: Property and equipment are stated at cost, net of accumulated depreciation, or if acquired in a business combination, at fair value as of the date of acquisition. Depreciation is computed using the straight-line method, based upon the following estimated useful lives: ​ ​ ​ ​ ​ ​ Estimated Classification ​ ​ ​ Useful Life Furniture and fixtures ​ 3 - 5 years Machinery and equipment ​ 3 - 10 years Vehicles 3 - 6 years Property improvements 5 years Buildings 15 years ​ Land is acquired in connection with the Geo Impex acquisition and is recorded at relative fair value in accordance with ASC 805 and is not depreciated, as it is deemed to have an indefinite useful life. F-12 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Major renewals and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the consolidated statements of operations and comprehensive loss as a component of other (expense) income. Intangible assets: Intangible assets include internally developed software and acquired intangible assets. Acquired identifiable intangible assets include tradenames, customer relationships, intellectual property, internally developed software, acquired technology, and noncompetition agreements that are amortized over their estimated useful lives using the pattern in which the economic benefits of the asset are consumed or otherwise used. ​ ​ ​ ​ ​ ​ Estimated Classification ​ ​ ​ Useful Life Customer Relationships ​ 8 - 25 years Trade Names ​ 3 - 10 years Noncompetition Agreements 5 years Acquired Technology ​ 5 - 10 years Intellectual Property 5 - 15 years Internally Developed Software 3 - 5 years ​ The Company amortizes its finite-lived intangible assets on a straight-line basis over their estimated useful lives. Software development costs: Costs are incurred related to internally developed software that powers the Company’s platforms that are accessed by customers. The Company follows an agile development methodology, whereby software is developed and enhanced through iterative, feature-by-feature releases for both software capitalized under ASC 350 & ASC 985. The Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to its platforms as per ASC 350, 350-40, Intangibles — Goodwill and Other — Internal-Use Software. The Company analyses the nature of the development and implementation activities - i.e. whether Subtopic 350-40 characterizes them as capitalizable application development stage activities - when deciding whether the costs of those activities should be capitalized or expensed as incurred. Capitalized costs include personnel and related employee benefits expenses for employees or consultants who are directly associated with and who devote time to software projects, and external direct costs of materials obtained in developing the software. Software development costs, when placed in service, are amortized on a straight-line basis over the estimated useful life of the software, which is  three years , upon initial release of the software or additional features. During the years ended December 31, 2025 and 2024, the Company capitalized costs amounting to $ 91,217 and $ 91,292 , respectively. For the costs incurred in developing the firmware embedded in the hardware devices that the Company sells and leases to its customers, the Company applies the principles of FASB Accounting Standards Codification (“ASC”) 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company estimates the useful life of the software to be three ( 3 ) years. During the years ended December 31, 2025 and 2024, the Company capitalized software development costs totaling $ 0 and $ 94,811 , respectively. Business combination and asset acquisition: The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. If determined to be a business combination, the Company accounts for the transaction under the acquisition method of accounting in accordance with ASC Topic 805 Business Combinations (“ASC 805”), which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and any non-controlling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities, and non-controlling interest in the acquiree based on the fair value estimates as of the date of acquisition. The Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. F-13 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The consideration for the Company’s business acquisitions may include future payments that are contingent upon the occurrence of a particular event or events. The obligations for such contingent consideration payments are recorded at fair value on the acquisition date. The contingent consideration obligations are then evaluated each reporting period. Changes in the fair value of contingent consideration, other than changes due to payments, are recognized as a gain or loss and recorded within change in the fair value of contingent consideration liabilities in the consolidated statements of operations and comprehensive loss. If determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration given) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. Investments in Joint Ventures: The Company accounts for investments in joint ventures under the equity method of accounting in accordance with ASC 323, Investments—Equity Method and Joint Ventures, when it has the ability to exercise significant influence over the operating and financial policies of the investee but does not control it. Under the equity method, the Company’s share of the joint venture’s earnings or losses is recognized in the consolidated statements of operations within other income (expense). The carrying value of equity method investments is reported within other noncurrent assets on the consolidated balance sheets. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. Transactions and balances related to joint ventures were insignificant for the year ended December 31, 2025 and were not applicable for the year ended December 31, 2024. Deferred offering costs: Commissions, legal fees and other costs that are direct and incremental costs directly related to the Business Combination transaction were capitalized as deferred offering costs until the consummation of the transaction. Offering costs totaling approximately $ 3,960,397 were reclassified to additional paid-in capital upon the closing of the Business Combination (see Note 5). Impairment of long-lived assets and finite- lived Intangible asset: In accordance with ASC 360, Impairment or Disposal of Long-Lived Assets (“ASC 360”), the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. In performing this assessment, the Company evaluates various indicators of impairment, including (i) significant adverse changes in general economic or market conditions, (ii) adverse changes in the industry or competitive environment, (iii) increases in market-based discount rates, (iv) declines in the Company’s market capitalization relative to its net assets, (v) actual or projected operating results that are below prior expectations, and (vi) entity-specific factors such as changes in business strategy or the manner in which the assets are utilized. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. The Company assessed its long-lived assets for impairment indicators as of December 31, 2025 and 2024. The Company concluded that indicators of impairment existed as of December 31, 2025 and December 31, 2024; refer to Note 6: Goodwill and Intangible Assets, net. The assumptions used in the impairment analyses represent Level 3 inputs. Impairment of Goodwill : Goodwill represents an excess of the cost over the fair market value of net assets acquired in business combinations. In accordance with Intangibles - Goodwill and Other (Topic 350), goodwill is not amortized but is tested for impairment at least annually, or more frequently if indicators of potential impairment exist. Goodwill is tested for impairment at the reporting unit F-14 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS level. The Company’s reporting units have discrete financial information available, and management regularly reviews the operating results. For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the Company’s reporting structure. Our reporting units are the same as our reportable segments and consistent with the reporting units tested for impairment in prior years. Assets, liabilities and goodwill have been assigned to reporting units based on assets acquired and liabilities assumed as of the date of acquisition. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors assessed for each of the applicable reporting units include, but are not limited to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments, and financial performance of the reporting units. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Alternatively, the Company may proceed directly to the quantitative test. Under the quantitative test, the estimated fair value of each reporting unit is compared to it carrying value, including goodwill. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, an impairment charge equal to excess is recognized, up to the maximum amount of goodwill allocated to that reporting unit. Refer note 6- Goodwill and Intangible assets, net. Derivative financial instruments: The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). The Company’s objectives and strategies for using derivative instruments, and how the derivative instruments and related hedged items are accounted for affect the consolidated financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. The Company evaluates all of its financial instruments, including notes payable and warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company applies significant judgment to identify and evaluate complex terms and conditions in its contracts and agreements to determine whether embedded derivatives exist. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss each period. Bifurcated embedded derivatives are classified with the related host contract on the Company’s consolidated balance sheets. An evaluation of specifically identified conditions is made to determine whether the fair value of the derivative issued is required to be classified as equity or as a derivative liability. Changes in the estimated fair value of the liability-classified derivative financial instruments are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. Derivative assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. Notes payable and notes payable – related party: The Company has entered into notes payable with third-party and related party lenders. Notes payable and notes payable – related parties are recorded net of any debt issuance costs incurred. Debt issuance costs, including original issuance discounts, are amortized to interest expense using the effective interest method over the contractual term of the obligation. Convertible notes payable: The Company has elected the fair value option under ASC 825-10 to measure its convertible notes payable at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. As a result of this election, the Company is not required to separately evaluate or bifurcate embedded conversion features under ASC 470, as the entire hybrid instrument is carried at fair value. Debt issuance costs associated with convertible notes for which the fair value option has been elected are expensed as incurred rather than deferred and amortized. The change in fair value (inclusive of any Day 1 Gains or Losses) of approximately $ 2,146,000 and $ 1,708,000 was recorded as a component of other income (expense) in the accompanying consolidated statements of operations and comprehensive loss as the change in fair value of the convertible debt was not attributable to instrument specific credit risk during the years ended December 31, 2025 and 2024. When convertible notes are converted into equity in accordance with their original contractual terms, the Company reclassifies the carrying amount of the liability to equity, and no gain or loss on extinguishment is recognized. F-15 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Gains and losses on extinguishment of liabilities: The Company recognizes gains and losses on extinguishment of liabilities, including accounts payable and debt obligations, with unrelated parties as the difference between the reacquisition price and the net carrying amount of the associated obligation, as a component of other expense (income), net in the consolidated statements of operations and comprehensive loss. When a modification or exchange of a debt instrument introduces a substantive conversion option that did not previously exist, the Company accounts for the transaction as an extinguishment of the original debt, with the difference between the net carrying amount and the fair value of consideration issued recognized as a gain or loss on extinguishment. The Company classifies the gains and losses on extinguishment of liabilities with related parties as a reduction of capital in the accompanying statements of changes in stockholders’ deficit or as a component of other expense (income), net in the accompanying consolidated statements of operations and comprehensive loss based on the facts and circumstances of each extinguishment transaction. Revenue Recognition: The Company follows the guidance of ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. The Company’s revenue is generated from customers located in the U.S. and India. Revenue is recognized based on a five step model that includes (1) Identification of the contract with a customer, (2) Identification of the performance obligations in the contract, (3) Determination of the transaction price, (4) Allocation of the transaction price to the performance obligations in the contract, (5) Recognition of revenue when, or as, the Company satisfies a performance obligation. Installation and Maintenance Services Our installation services encompass both solar energy systems and HVAC solutions, including system design, procurement and delivery of key components, and full installation. Solar energy system components typically include photovoltaic modules, inverters, battery storage systems, and related equipment, while HVAC installations include heating, ventilation, and air conditioning units, ductwork, and control systems. These services also include activities required to integrate the systems with existing infrastructure and, where applicable, facilitate connection to the electrical grid. These services represent multiple performance obligations that are combined into a single unit of accounting. Each transaction is a distinct performance obligation, priced on a standalone basis. The transaction price is determined at service or contract inception and reflects the amount of consideration to which we expect to be entitled in exchange for the services provided to the customer and is reported net of discounts that may be offered. Discounts, if any, are generally explicitly stated in a contract as a fixed percentage of the transaction price related to the performance obligations within the contract. Our operations are organized into two primary categories: Solar and HVAC installation and maintenance services to customers. For all installation and maintenance contracts as mentioned above, we recognize revenue over time. Our over-time revenue recognition begins when the solar power systems and HVAC solutions are fully installed (as it is at this point that control of the assets begins to be transferred to the customer and the customer retains the significant risks and rewards of ownership). For certain Installation and maintenance services which have significant installation period, we recognize revenue using the input method based on direct costs to install the systems and defer the costs of installation until such time that control of the assets transfers to the customer (installation). In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred for installation and obtaining the permission to operate, each relative to the total estimated cost to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy these certain specific Installation and maintenance contracts and therefore reflect the transfer of goods to a customer under such contracts. Costs incurred towards contract completion may include costs associated with modules, direct materials, labor, subcontractors, and other indirect costs related to contract performance Certain specific installation and maintenance contracts with very short installation period are typically completed within one to two weeks, and invoicing generally occurs upon completion of performance. Given the short-term nature of these contracts, the Company has elected to apply the “as-invoiced” practical expedient under ASC 606-10-55-18, as the invoiced amount corresponds directly with the value of the services transferred to the customer at each billing. The output method is considered the most faithful depiction of the Company’s performance for these contracts because, unlike the input method used for longer-duration installation and maintenance contracts, the short contract duration and direct correspondence between invoiced amounts and value delivered to the customer make cost-based progress measurement unnecessary. Accordingly, revenue is recognized in the amount invoiced. F-16 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company also sells a range of ConnectM-branded heat pump products directly to customers, including under specific distribution agreements such as with Greentech Renewables. Revenue from heat pump product sales is recognized at a point in time when control transfers to the customer, which generally occurs upon delivery. The Company sells solar energy and battery storage systems and heat pump products to residential and commercial customers and recognizes revenue net of sales taxes collected from customers and remitted to government authorities. During the year ended December 31, 2025, the Company changed its method of measuring progress for revenue recognized over time in its certain Installation and maintenance services with significant installation period from the “as-invoiced” practical expedient to an cost based input method. Under the revised approach, revenue is recognized based on the Company’s measure of progress toward complete satisfaction of the performance obligation, reflecting the transfer of delivery services to customers as such services are performed. The change is considered preferable because the cost based input-based method more accurately reflects the pattern of transfer of control and the underlying performance of delivery services and provides greater consistency with the principles of ASC 606 and industry practices for similar service arrangements. The impact of this change in accounting principle was not material to the Company’s financial statements for the current period. Accordingly, prior period financial statements have not been retrospectively adjusted. Logistics Services Logistics Services Logistics services revenue consists of delivery fees paid by customers for completed deliveries through DeliveryCircle’s proprietary Decios platform. DeliveryCircle acts as a principal in its delivery arrangements, as it controls the delivery service before it is transferred to the customer, directs the carriers who perform the deliveries, bears primary responsibility for fulfillment, has discretion in establishing pricing, and assumes inventory and credit risk. Accordingly, delivery service revenue is presented gross. Each customer order submitted into the Platform constitutes a single performance obligation representing a delivery service from a single point of origin to a limited number of destinations. The Company has determined that delivery services qualify for over-time revenue recognition under ASC 606-10-25-27(a), as the customer simultaneously receives and consumes the benefits of DeliveryCircle’s performance as each delivery is performed — the service results in transportation of the customer’s parcels to end locations, and if DeliveryCircle were to cease performing at any point, another provider would not need to reperform the work already completed to date. The Company measures progress toward satisfaction of the performance obligation using the output method based on deliveries completed, applying the right-to-invoice practical expedient under ASC 606-10-55-18. Since the duration of each delivery service is short and the invoice amount is contractually determined at the time the order is submitted, the invoiced amount corresponds directly with the value of the Company’s performance completed to date and faithfully depicts the transfer of services. The output method is considered the most faithful depiction of the transfer of services because each completed delivery represents a discrete, directly observable unit of value transferred to the customer, and the very short performance period makes cost-based input measures unnecessary for faithfully depicting transfer of control. The transaction price for each delivery order is substantially fixed at the time the order is submitted into the Platform, as the number of items, destination zones, and applicable per-unit rates are established at that point. Delivery service fees and per-order minimum purchase requirements represent fixed consideration determined on a per-order basis. Fuel surcharges, while adjusted monthly based on a national average fuel rate, are fixed at the time each order is entered and do not represent variable consideration. Waiting fees, which are incurred when a carrier waits beyond a specified time at pick-up or drop-off locations, represent variable consideration as the amounts are not determinable until delivery is completed. The Company includes variable consideration in the transaction price only to the extent that it is probable that a significant reversal in cumulative revenue recognized will not occur when the uncertainty is subsequently resolved. Given the short-term nature of each delivery, the limited magnitude of waiting fees relative to total delivery fees, and the Company’s historical experience, the constraint on variable consideration has not had a material impact on revenue recognized during the periods presented. Revenue is generally billed on a weekly basis with payment terms of net 14 days. The Company excludes from revenue the taxes collected from customers and remitted to government authorities. F-17 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Change in Accounting Policy. During the year ended December 31, 2025, the Company changed its method of revenue recognition for its Logistics segment from recognizing revenue at a point in time upon delivery completion to recognizing revenue over time as delivery services are performed, consistent with the as-invoiced practical expedient. The change is considered preferable because the over-time method more faithfully reflects the continuous transfer of delivery services to customers and provides greater consistency with the underlying principles of ASC 606. Notwithstanding the change in policy classification, because each delivery performance obligation is completed within a short period (generally within two days or less and often within several hours), the timing of revenue recognition under either method does not result in a materially different pattern or amount of revenue recognized in any reporting period. Accordingly, the impact of this change was not material to the Company’s financial statements, and prior-period financial statements have not been retrospectively adjusted. Product sales (Hardware Supply with the embedded software) Product sales are made to original equipment manufacturers (“OEMs”). Some of the Company’s 4G telematics units include both hardware and embedded software components that function together to deliver the products’ essential functionality. In these instances, the hardware generally cannot be used apart from the embedded software and is considered one distinct performance obligation. Revenue is recognized at a point in time upon transfer of control of goods to the customer in accordance with the International Commercial Terms (Incoterms) described in the respective contracts. Annual maintenance and support services provided to customers for installed hardware/software solutions, including periodic inspection, servicing, and technical support to ensure continued functioning of the systems is recognized over time as maintenance and support services are provided over the contract period, as the customer simultaneously receives and consumes the benefits. The amount of revenue recognized is net of discounts that the Company may offer to a customer. Based on historical experience, estimated returns are determined to be not material as of December 31, 2025 and 2024, and as such no reserve for future estimated returns has been recorded for the years then ended. The Company excludes from revenue taxes collected from customers and remitted to government authorities related to sales of the Company’s inventory. Shipping and handling costs that are billed to customers are included in net sales. Software Services The Company provides software manpower consultancy services and software subscriptions through its Transportation segment. Manpower Consultancy Services . Software manpower consultancy services include system and software development, implementation, and customization delivered through deployment of technical resources for customer projects. Contracts may be short-term, project-based arrangements or long-term, annual resource deployment contracts. The customer simultaneously receives and consumes the benefits of the Company’s performance as the services are rendered. Revenue from manpower consultancy services is recognized over time using the right-to-invoice practical expedient under ASC 606, as the amounts invoiced correspond directly to the value of services transferred to the customer during each billing period. Software Subscription Services . The Company derives subscription revenue from software access fees comprising subscription fees from customers accessing the Company’s IIoT platform. Subscription revenue gives the customer the right to access the Company’s platform over the contract term, which is generally twelve months . The customer simultaneously receives and consumes the benefits of the platform access as the service is provided. Subscription fees are billed periodically monthly, quarterly and annually. For billing arrangements where invoicing corresponds directly with the value of services provided during each period (e.g., monthly billing), revenue is recognized based on invoiced amounts using the right-to-invoice practical expedient under ASC 606. For contracts with quarterly or annual billing where payments are received in advance, revenue is recognized on a straight-line basis over the applicable service period, as the customer simultaneously receives and consumes the benefits of the service. Managed Solutions Managed solutions revenue represents support services provided to a customer, including human resources and payroll administration, procurement and vendor management, marketing and lead generation, working capital and financing facilitation, and business implementation services including technology platform onboarding. While each of these services is individually capable of being distinct — as the customer could benefit from each service on its own or together with other readily available resources under F-18 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ASC 606-10-25-19(a) — the Company has determined that the services are not separately identifiable within the context of the contract under ASC 606-10-25-19(b) and are therefore combined into a single performance obligation. Specifically, the Company provides a significant service of integrating the individual services into a single, unified managed services model, and is responsible for coordinating, managing, and overseeing all service elements. The services are highly interdependent and interrelated, are designed to be delivered together, and no individual service provides meaningful standalone benefit within the context of the contract; removing or modifying any individual service would significantly affect the overall arrangement and the customer’s ability to obtain the intended benefit under the MSA. Performance obligations related to managed solutions contracts are satisfied over time, as the customer simultaneously receives and consumes the benefits of the services as they are performed, and each period of service is substantially the same with the same pattern of transfer over the life of the contract. Revenue is recognized based on amounts invoiced to the customer using the right-to-invoice practical expedient under ASC 606, as the amounts invoiced correspond directly to the value transferred to the customer. Pricing for the Company’s managed solutions services is established in the customer contract and is set as a percentage of the customer’s revenue for a month. Quarterly, a working capital true-up adjustment may be processed if costs incurred by the customer exceed the percentage of the customer’s revenue. If a working capital true-up adjustment is determined necessary, it is recorded as a reduction of selling, general and administrative expenses as it represents the customer’s reimbursement of costs incurred by the Company. Distributed Energy & Renewables (“DER”) The Company’s Distributed Energy & Renewables (“DER”) segment focuses on the delivery of solar and distributed energy solutions for commercial, residential, consumer, and industrial customers in India through the Company’s Cambridge Energy Resources subsidiary, including project development, engineering, procurement, and construction (“EPC”) services, as well as ongoing energy management. EPC Services . The Company provides turnkey EPC services for solar energy and distributed energy installations, including system design, procurement of photovoltaic modules and related equipment, installation, testing, and commissioning. The equipment and installation services are not distinct within the context of the contract because the Company provides a significant integration service and the customer’s objective is to receive a completed, functional energy system. Accordingly, equipment supply and installation services are combined into a single performance obligation. Revenue from EPC contracts is recognized over time using the cost-based input method, as it provides a faithful depiction of the Company’s efforts to satisfy the performance obligation. Our over-time revenue recognition begins when the solar power systems are fully installed (as it is at this point that control of the assets begins to be transferred to the customer, and the customer retains the significant risks and rewards of ownership). Power Sales — PPAs and BTS Energy Service Agreements . A portion of the segment’s revenue is earned through the sale of electricity, measured in kilowatt-hours, pursuant to the terms of Power Purchase Agreements (“PPAs”) and Base Transceiver Station (“BTS”) energy service agreements. The Company has evaluated its PPA and BTS arrangements and determined that none qualify as leases under ASC 842, Leases , or as derivatives under ASC 815, Derivatives and Hedging . Accordingly, all such arrangements are accounted for under ASC 606, Revenue from Contracts with Customers . The Company considers the delivery of energy under PPAs and BTS agreements to represent a series of distinct goods that are substantially the same and have the same pattern of transfer, and revenue is recognized over time using the output method based on energy units delivered. The Company applies the right-to-invoice practical expedient, as the amount invoiced corresponds directly to the volume of energy delivered multiplied by the applicable contract rate. Certain of the Company’s PPAs contain fixed rates, while others contain floating or escalating rate provisions that adjust periodically based on contractual terms. To the extent that contract rates are subject to adjustment based on indices or other variable factors, the resulting variability in consideration is assessed under the variable consideration guidance in ASC 606-10-32-5 through 32-13. For fixed-rate PPAs and BTS agreements, the transaction price is determinable at contract inception and does not give rise to variable consideration. For floating-rate arrangements, the Company applies the allocation exception under ASC 606-10-32-40, allocating the variable consideration to the distinct period of energy delivery to which it relates, as the terms of the variable payment relate specifically to the Company’s efforts to satisfy the performance obligation in that period. Given the nature of the arrangements — where consideration is based on actual energy delivered at contractually specified rates and uncertainty is resolved at the time of each delivery — the constraint on variable consideration under ASC 606-10-32-11 has not had a material impact on revenue recognized during the periods presented. F-19 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PPAs and BTS contracts are generally invoiced on a monthly basis. Contract Assets and Liabilities Contract liabilities represent obligations to transfer goods or services to a customer for which the Company has received consideration in advance of performance. Contract liabilities include advance payments received from customers and amounts billed to customers in excess of revenue recognized to date on the related contract. As of December 31, 2025 and 2024, contract liabilities consisted solely of advance payments received from customers. Contract assets represent the Company’s right to consideration in exchange for goods or services that have been transferred to a customer but for which the right to payment is not yet unconditional. Contract assets arise when (i) revenue recognized to date on a contract exceeds the amount billed to the customer (i.e., unbilled receivables), or (ii) the Company has incurred costs to fulfill a contract in advance of satisfying the related performance obligation. As of December 31, 2025 and 2024, contract assets consisted of commissions, labor, and material costs incurred for projects where the performance obligation was not yet complete. These costs will be recognized in cost of revenues in the same period and manner as the corresponding performance obligation is satisfied. The portion of contract assets and liabilities expected to be recognized within one year of the reporting date is reflected within current assets and current liabilities, respectively, on the accompanying consolidated balance sheets. The remaining portion expected to be recognized beyond one year is classified as a non-current asset or non-current liability, as applicable. The following table summarizes the contract asset activity for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ Balance as of January 1, 2024 ​ ​ ​ $ 343,646 Deferral of costs on contracts where performance obligations were not complete ​ ​ ( 343,646 ) Balance as of December 31, 2024 ​ ​ 206,750 Recognition of costs on contracts where performance obligations completed during the period ​ ​ ( 206,750 ) Deferral of costs on contracts where performance obligations were not complete ​ ​ 303,910 Balance as of December 31, 2025 ​ $ 303,910 ​ The following table summarizes the contract liability activity for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ Balance as of January 1, 2024 ​ ​ ​ $ 1,120,817 Recognition of revenue recorded as a contract liability as of January 1, 2024 ​ ( 1,075,911 ) Customer advance payments ​ 557,563 Balance as of December 31, 2024 ​ ​ 602,469 Recognition of revenue recorded as a contract liability as of December 31, 2024 ​ ( 389,375 ) Adjustments for the cancelled contract ​ ​ ( 175,312 ) Customer advance payments ​ 734,231 Balance as of December 31, 2025 ​ $ 772,013 ​ Limited Warranty The Company provides limited warranties that include a one-year warranty on any labor provided on installation services and a ten-year warranty on structural damage for certain installation services. Warranties are not considered separate performance obligations as they were determined to be assurance type warranties. Based on historical experience, warranties are determined to not be material as of December 31, 2025 and 2024 and as such no reserve for future warranty claims has been recorded for the years then ended. Costs to Obtain a Contract The Company incurs costs to obtain contracts in the form of commissions paid to its sales personnel, a third party service provided and a third party financing company made available to our customers As all projects are completed within a year, the practical expedient to expense costs to obtain contracts as they are incurred was elected. The commission and financing fee expenses for the years ended December 31, 2025 and 2024 were $ 1,853,300 and $ 608,433 , F-20 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS respectively, and are recorded as a component of selling, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. Costs to fulfill contracts Costs to fulfill a contract are capitalized when they relate directly to an existing contract or a specific anticipated contract, generate or enhance resources that will be used to fulfill performance obligations, and are recoverable. Such costs generally represent contract setup and fulfillment costs, which include any direct costs incurred at the inception of a contract to enable the delivery of HVAC solutions, solar panels, or related services, including materials, labor, and subcontractor costs directly associated with satisfying the performance obligation. These costs are expensed as the related revenue is recognized in accordance with the Company’s revenue recognition policy. Leases: The Company determines if an arrangement is a lease at inception of the contract. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion in the accompanying consolidated balance sheets. Finance leases are accounted for as long-term assets, with the current and long-term portions of debt disclosed in the accompanying consolidated balance sheets. The Company accounts for leases with an original maturity of one year or less using the short-term lease practical expedient. These short-term leases are not recognized on the consolidated balance sheets and are accounted for using the straight-line method over the lease term. ROU assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value for lease payments is the Company’s incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. The Company uses the implicit rate when readily determinable. The Company has entered into operating leases for corporate offices having remaining lease terms of one to three years . The Company has entered into finance leases primarily for vehicles and equipment, having initial terms of three years . The Company’s real estate leases may include one or more options to renew , with the renewal extending the lease term for an additional one to five years . The exercise of lease renewal option is at the Company’s sole discretion. In general, the Company does not consider renewal option to be reasonably likely to be exercised, therefore renewal option are generally not recognized as part of the ROU assets and lease liabilities. Lease costs for lease payments are recognized on a straight-line basis over the lease term, unless there is a transfer of title or purchase option reasonably certain to be exercised. The Company does not record operating leases with an initial term of twelve months or less (“short-term leases”) in the consolidated balance sheets. The Company’s vehicle leases may include transfer rights or options to purchase at the end of the lease that the Company is reasonably certain to exercise. Interest expense is recognized using the effective interest rate method, and the ROU asset is amortized over the useful life of the underlying asset. Certain of the Company’s lease agreements contain both lease and non-lease components, which are generally accounted for as a single lease component. Cost of revenues: Cost of revenues includes payroll and benefit costs of employees and direct costs associated with the delivery charges from independent contractors who perform a performance obligation directly as well as inventory utilized in the satisfaction of the performance obligation. It also includes any shipping and handling services for the Company’s inventory. Selling, general and administrative expenses: Selling, general and administrative expenses include payroll and benefit costs of employees who are not directly involved with the satisfaction of a performance obligation, facility costs, leasehold improvement amortization, utility costs, repair and maintenance, advertising, insurance, equipment depreciation and professional fees. F-21 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Advertising expenses: Advertising costs are expensed as incurred. Advertising expenses include the costs incurred to promote the products, services, or brand to the public. These expenses are intended for generating awareness to customers and driving sales through various forms of advertising. Common types of advertising expenses include costs for media placements, production of advertisements, and marketing campaigns across platforms like television, digital, print, and outdoor channels. Advertising expenses were approximately $ 86,000 and approximately $ 955,000 for the years ended December 31, 2025 and 2024 respectively. Stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation , under which shared based payments that involve the issuance of common stock to employees and nonemployees and meet the criteria for equity-classified awards are recognized in the consolidated financial statements as stock-based compensation expense based on the fair value on the date of grant. The fair value of the share based payment is calculated and then recognized as compensation expense over the requisite service period. The Company issues stock option awards to employees and nonemployees. The Company utilizes the Black-Scholes model to determine the fair value of the stock option awards, which requires the input of subjective assumptions. These assumptions include estimating (a) the length of time grantees will retain their vested stock options before exercising them for employees and the contractual term of the option for nonemployees (“expected term”), (b) the volatility of the Company’s common stock price over the expected term, (c) expected dividends, and (d) the fair value of a share of common stock prior to the Business Combination. After the closing of the Business Combination, the Company’s board of directors determined the fair value of each share of common stock underlying stock-based awards based on the closing price of the Company’s common stock as reported by the NASDAQ on the date of grant. The Company has elected to recognize the adjustment to share-based compensation expense in the period in which forfeitures occur. The assumptions used in the Black-Scholes model are management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment (see Note 12). As a result, if other assumptions had been used, the recorded share-based compensation expense could have been materially different from that depicted in the consolidated financial statements Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding. For the years ended December 31, 2025 and 2024, all of the Company’s warrants were accounted for as equity classified instruments. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. The Company assesses the classification of its warrants at each reporting date to determine whether a change in classification between equity and liability is required. Comprehensive loss: Comprehensive loss is comprised of net loss and all changes to the consolidated statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive gain (loss) for the years ended December 31, 2025 and 2024 consisted of net gain (loss) and unrealized gain (loss) from foreign currency translation adjustment. N et loss per share: Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding the effects of any potential dilutive securities. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common share equivalents had been issued and if the additional common shares were dilutive. Loss per share excludes all potential dilutive shares of common shares if their effect is anti-dilutive. For the years ended December 31, 2025 and 2024, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options and warrants (using the treasury stock method) and the conversion of convertible notes payable. Conversion features of notes payable may have a variable conversion feature, amending the number of conversion shares based on the F-22 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS market price of the stock. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. Diluted net loss per share includes the potential dilutive effect of common stock equivalents as if such securities were converted or exercised during the period, when the effect is dilutive. Given the Company is in a net loss position for the years ended December 31, 2025 and 2024, there is no difference between basic and diluted net loss per share. The following table summarizes the potentially dilutive securities excluded from the computation of diluted shares outstanding because the effect of including these potential shares was anti-dilutive: ​ ​ ​ ​ Options $ 473,929 Warrants ​ 13,067,494 Convertible notes payable that convert into common stock ​ 10,124,724 Total 23,666,147 ​ Foreign Currency: The Company’s consolidated financial statements are presented in the reporting currency of the U.S. dollar. The function currency for all consolidated entities is the U.S. dollar, with the exception of subsidiaries which is located in India, whose function currency is the Indian Rupee (INR). Assets and liabilities of the Company are translated into the reporting currency using the exchange rate in effect at the consolidated balance sheet dates. Equity transactions are translated using the historical exchange rate in effect on the date of the transaction, except for the change in accumulated deficit during the year, which is the results of the operations translation process. Results of operations and cash flows are translated using the weighted average exchange rates in effect during the period. As a result, amounts relating to the assets and liabilities reported on the consolidated statements of cash flows may not necessarily agree with the changes in the corresponding balances on the accompanying consolidated balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into the reporting currency are recorded as a component of comprehensive income (loss). For the years ended December 31, 2025 and 2024, the realized foreign currency exchange gain (loss) was $ 110,360 and $ 36,579 , respectively and is included as a component of other (expense) income on the accompanying consolidated statements of operations and comprehensive loss. For the years ended December 31, 2025 and 2024, the unrealized foreign currency exchange gain was de minimis and is included as a component of other (expense) income on the accompanying consolidated statements of operations and comprehensive loss. Income Taxes: Income taxes are accounted for under the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when management estimates that it is more likely than not that deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon future pre-tax earnings, the reversal of temporary differences between book and tax income, and the expected rates in future periods. The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are more likely than not of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. At December 31, 2025 and 2024, the Company did not have any reserves for uncertain tax positions recognized. The Company’s policy is to recognize interest and penalties related income tax matters in income tax expense. The Company operates within multiple taxing jurisdictions and in the normal course of business its tax returns are examined in various jurisdictions The Company currently has no federal, state or international tax examinations in progress. The Company is subject to U.S. Federal and state income tax examination for tax years 2022 and forward. Tax returns for years prior to 2022 may remain open with respect to the net operating loss carryforwards that are utilized in a later years, as tax attributes from prior years can be adjusted during an audit of a later year. We determined that income taxes involve critical accounting estimates because management makes significant estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets, and to the extent that our estimates and assumptions materially change, or if actual circumstances differ materially from those in the assumptions, our financial statements could be materially impacted. F-23 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS We utilize the asset and liability method for computing our income tax provision. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating loss, capital loss, and tax credit carryforwards, using enacted tax rates. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. Assessing the need for a valuation allowance requires a great deal of judgement and we consider all available evidence, both positive and negative, to determine whether it is more likely than not that our deferred tax assets are recoverable. We evaluate all available evidence including, but not limited to, history of earnings and losses, forecasts of future taxable income, and the weight of evidence that can be objectively verified. See Note 17 - Income taxes of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for details of changes in our valuation allowance for the years ended December 31, 2025 and 2024. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes. The TCJA also includes provisions for a tax on global intangible low-taxed income (GILTI). GILTI is described as the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets, as provided by the TCJA. In January 2018, the FASB issued guidance that allows companies to elect as an accounting policy whether to record the tax effects of GILTI in the period the tax liability is generated (i.e., “period cost”) or provide for deferred tax assets and liabilities related to basis differences that exist and are expected to affect the amount of GILTI inclusion in future years upon reversal (i.e., “deferred method”). The accounting policy of the Company is to record any taxes on GILTI in the provision for income taxes in the year it is incurred. However, the Company has not GILTI inclusion for year ended December 31, 2025. Recently issued accounting pronouncements, adopted In August 2020, ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce from-over-substance-based accounting conclusions. The Company adopted ASU 2020-06 effective January 1, 2024, and the adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU No. 202307, Segment Reporting — Improvements to Reportable Segment Disclosures. ASU 2023-07 requires entities to disclose significant segment expense categories and amounts for each reportable segment and is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 effective January 1, 2024, and the adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures- In December 2023, the FASB issued this ASU to update income tax disclosure requirements, primarily related to the income tax rate reconciliation and income taxes paid information. The Company adopted ASU 2023-09 prospectively from January 1, 2025, and the adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. Recently issued accounting pronouncements, not yet adopted The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board. Management periodically reviews newly issued accounting standards to determine their potential impact on the Company’s consolidated financial statements and related disclosures. ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”) incorporates several disclosure and presentation requirements currently residing in SEC Regulation S-X and S-K into the ASC. The amendments are applied prospectively and are effective when the SEC removes the related requirements from Regulation S-X and S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its disclosures.  ​ F-24 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In March 2024, the SEC issued its final climate disclosure rules (Rule 1), which require the disclosure of climate-related information in annual reports and registration statements, beginning with annual reports for the year ending December 31, 2025. The rules require disclosure in the audited financial statements of certain effects of severe weather events and other natural conditions above certain financial thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates, if material. We are currently evaluating the impact of the new rules and continue to monitor the status of the related legal challenges. ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. In November 2024, the FASB issued this ASU that requires more detailed disclosure about certain costs and expenses presented in the income statement, including inventory purchases, employee compensation, selling expense and depreciation expense. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance does not affect recognition or measurement in our consolidated financial statements. ASU 2024-04 Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued this ASU which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments.  The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In May 2025, the FASB issued Accounting Standards Update No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 changes how companies determine the accounting acquirer in certain business combinations involving variable interest entities. The new guidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer. ASU 2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures. In May 2025, the FASB issued Accounting Standards Update No. 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts With Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”). ASU 2025-04 revises the definition of a performance condition, eliminates the forfeiture policy election for service conditions, and clarifies that the variable consideration constraint in Topic 606 does not apply to share-based consideration payable to customers. The new guidance requires entities to consistently account for share-based awards granted to customers by clarifying the treatment of vesting conditions and ensuring alignment with Topic 606 and Topic 718. ASU 2025-04 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06- Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11. The Company does not believe any other new accounting pronouncements issued by the FASB that have not become effective will have a material impact on its consolidated financial statements. F-25 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 3: GOING CONCERN The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Conditions and Events Raising Substantial Doubt As of December 31, 2025, the Company had cash of approximately $2,904,000 and a working capital deficit of approximately $ 24,739,000 . The Company incurred a net loss of approximately $ 16,058,000 and net cash used in operating activities of approximately $ 9,792,223 for the year ended December 31, 2025. In addition, the Company’s common stock was delisted from the Nasdaq Capital Market in May 2025, which may limit access to capital markets and adversely impact the Company’s ability to raise additional financing. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. Management’s Evaluation Management has evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations as they become due within one year after the issuance date of these consolidated financial statements. The Company’s recurring losses from operations, negative operating cash flows, working capital deficit and limited liquidity are expected to continue to require additional funding to support ongoing operations and satisfy existing obligations. The delisting of the Company’s common stock further constrains access to capital and may increase the cost of financing. As a result, management has concluded that, absent the successful execution of its plans, the Company may be unable to meet its obligations as they become due. Management’s Plans to Alleviate Substantial Doubt Management is actively pursuing multiple initiatives intended to improve liquidity and support the Company’s ability to continue as a going concern, including: ● raising additional capital through equity and/or debt financing arrangements; ● continuing to expand revenue-generating activities across its Owned Service Network, Managed Solutions, Distributed Energy & Renewables and Transportation segments; ● improving operating margins through cost management initiatives, including reductions in discretionary spending and optimization of operating expenses; and ● pursuing strategic partnerships, customer contracts and other business arrangements to enhance cash flows. While management believes these plans are reasonable and within its control, there can be no assurance that such plans will be successfully implemented or will generate sufficient liquidity to meet the Company’s obligations. Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. NOTE 4: REVERSE RECAPITALIZATION On July 12, 2024, Legacy ConnectM and MCAC consummated the merger contemplated by the Merger Agreement with Legacy ConnectM surviving the merger as a wholly-owned subsidiary of MCAC. Upon the closing of the Business Combination, MCAC’s certificate of incorporation was amended and restated to, among other things, set the total number of authorized shares of capital to 110,000,000 shares, of which 100,000,000 were designated as common stock, $ 0.0001 par value per share, and of which 10,000,000 shares were designated as preferred stock, $ 0.0001 par value per share. F-26 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Immediately prior to the closing of the Business Combination, ● each outstanding share of Legacy ConnectM preferred stock was converted into Legacy ConnectM common stock based on a one-to-one ratio. The Business Combination is accounted for with a retrospective application of the Business Combination that resulted in 2,427,791 shares of preferred stock converting into the same number of shares of Legacy ConnectM common stock ● convertible note payable totaling $ 2,250,000 were converted into shares of Legacy ConnectM common stock at $ 7.00 per share, resulting in the issuance of 321,428 shares of Legacy ConnectM common stock. Upon consummation of the Business Combination, each share of Legacy ConnectM stock issued and outstanding was cancelled and converted into the right to receive 3.3214 shares of the Company’s common stock. Outstanding stock options, whether vested or unvested, to purchase shares of Legacy ConnectM common stock granted under the 2019 Equity Incentive Plan (the “2019 Plan”) (“Legacy Options”) converted into stock options for shares of the Company’s common stock upon the same terms and conditions that were in effect with respect to the Legacy Options immediately prior to the Business Combination, after giving effect to the Exchange Ratio (see Note 10). Legacy Options are granted under the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) (see Note 10), and as such are excluded from the Share Consideration. Outstanding warrants to purchase shares of Legacy ConnectM common stock (“Legacy Warrants”) converted into warrants for shares of the Company’s common stock upon the same terms and conditions that were in effect with respect to the Legacy Warrants immediately prior to the Business Combination after giving effect to the Exchange Ratio. Outstanding warrants to purchase shares of MCAC Class A common stock will remain outstanding at the Closing Date. The warrants will become exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. In connection with the Business Combination, ● certain MCAC shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 3,665,639 shares of MCAC Class A common stock for gross redemption payments of $ 41,652,720 . ● certain MCAC shareholders who held rights issued at MCAC’s IPO automatically received 920,000 shares of MCAC Class A common stock, which was one-tenth of one share of MCAC common stock. ● an investor purchased 3,248,466 shares of MCAC Class A common stock on the Closing Date in the open market from certain MCAC shareholders from those who elected to redeem shares of MCAC pursuant to the terms of a forward purchase agreement entered into effective December 31, 2022. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, MCAC was treated as the acquired company for financial reporting purposes (see Note 1). Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Company issuing shares for the net assets of MCAC, accompanied by a recapitalization. The net assets of MCAC were stated at fair value with no goodwill or other intangible assets recorded. Prior to the Business Combination Legacy ConnectM and MCAC filed separate standalone federal, state and local income tax returns. As a result of the Business Combination Legacy ConnectM will file a consolidated income tax return. Although, for legal purposes, MCAC acquired Legacy ConnectM, and the transaction represents a reverse acquisition for federal income tax purposes. MCAC will be the parent of the consolidated group with Legacy ConnectM a subsidiary, but in the year of the closing of the Business Combination, Legacy ConnectM will file a full year tax return with MCAC joining in the return the day after the Closing Date. As a result of the Business Combination, there was a negative equity recapitalization into additional paid in capital of $ 2,704,909 . In addition, the Company incurred offering costs of $ 3,968,063 , which were also treated as a reduction of additional paid in capital. F-27 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of changes in stockholders’ deficit for the year ended December 31, 2024: ​ ​ ​ ​ Cash – MCAC’s trust and cash (net of redemption) ​ ​ ​ $ 38,441,920 Less: transaction costs and advisory fees paid ​ ​ ( 2,670,961 ) Net Business Combination financing ​ $ 35,770,959 ​ The number of shares of the Company’s common stock issued immediately following the consummation of the Business Combination were: ​ ​ ​ ​ Common stock, outstanding prior to Business Combination ​ ​ ​ ​ 3,898,781 Less: redemption of MCAC shares ​ ​ ( 3,665,639 ) Common stock of MCAC ​ ​ 233,142 MCAC founder shares ​ ​ 2,300,000 Rights issued to MCAC shareholders ​ ​ 920,000 Shares outstanding in connection with forward purchase agreement ​ ​ 3,248,466 Business Combination and forward purchase agreement financing shares ​ ​ 6,701,608 Legacy ConnectM shares ​ ​ 14,422,449 Total shares of common stock immediately after Business Combination ​ ​ 21,124,057 Issuance of shares of common stock after Business Combination ​ ​ 7,969,232 Total shares of common stock at December 31, 2024 ​ ​ 29,093,289 ​ The number of Legacy ConnectM shares was determined as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Legacy ​ ​ ​ ​ ​ ​ ConnectM ​ ​ ​ ​ ​ ​ shares, ​ ​ ​ Legacy ​ ​ effected for ​ ​ ​ ConnectM ​ ​ Exchange ​ ​ ​ shares ​ ​ Ratio Recapitalization applied to common stock outstanding at December 31, 2022 ​ ​ 1,588,141 ​ ​ 5,274,587 Issuance of Old ConnectM shares prior to closing of Business Combination ​ ​ 5,000 ​ ​ 16,607 Conversion of convertible notes payable to common stock prior to Business Combination ​ ​ 321,428 ​ ​ 1,067,592 Recapitalization applied to Series Seed preferred stock outstanding at December 31, 2022 ​ ​ 644,030 ​ ​ 2,139,081 Recapitalization applied to Series Seed-1 preferred stock outstanding at December 31, 2022 ​ ​ 91,120 ​ ​ 302,645 Recapitalization applied to Series A-1 preferred stock outstanding at December 31, 2022 ​ ​ 743,068 ​ ​ 2,468,026 Recapitalization applied to Series B-1 preferred stock outstanding at December 31, 2022 ​ ​ 649,843 ​ ​ 2,158,388 Recapitalization applied to Series B-2 preferred stock outstanding at December 31, 2022 ​ ​ 299,730 ​ ​ 995,523 ​ ​ ​ ​ ​ ​ 14,422,449 ​ Shares of common stock reserved for issuance for the exercise of the Legacy Options and Legacy Warrants totaled 473,929 and 77,494 , respectively, after giving effect for the Exchange Ratio. ​ NOTE 5: ACQUISITIONS Amperics Acquisition On November 3, 2025, the Company completed the acquisition of certain assets of Amperics Holdings LLC and Amperics Inc. (collectively, “Amperics”) pursuant to an Asset Purchase Agreement. The sole asset acquired was proprietary technology related to Amperics’ nanotechnology-based energy-storage business, which will be integrated into Keen Labs, the Company’s AI and technology subsidiary. F-28 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company issued 2,700,000 shares of common stock to the seller in exchange for the acquired proprietary technology of Amperics, valued at the closing market price of $ 0.32 per share on the acquisition date, for a total purchase consideration of approximately $ 864,000 . No cash was paid. The agreement contains no earn-outs or other contingent consideration. ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount Proprietary know-how and technical documents ​ $ 864,000 Total assets acquired ​ $ 864,000 ​ The only asset acquired in the Transaction was the proprietary technology (including proprietary know-how and technical documentation) with a useful life of 10 years . We assumed only post-closing obligations under the assumed contracts and assigned intellectual property. All pre-closing liabilities, taxes, indebtedness, and other obligations remained with the sellers. The transaction was evaluated under ASC 805 and was accounted for as an asset acquisition. Further, in accordance with ASC 280, Segment Reporting, the Company has concluded that Amperics is included within “Others” as it does not meet the quantitative thresholds to qualify as a reportable segment. Geo Impex Acquisition On November 3, 2025, we acquired control of Geo Impex through an Exchange and Acquisition Agreement. Under the agreement, (i) We acquired approximately 86.22 % of the voting equity interests of Geo Impex India in exchange for newly issued shares of our common stock and promissory notes indirectly through our wholly owned subsidiary in India. The remaining 13.78 % is held by third-party shareholders and is reported as non-controlling interest of $ 984,025 . As part of the consideration, we issued 33,300,000 shares of our common stock valued at approximately $ 10,656,000 based on the closing price on the acquisition date and a promissory note with a principal amount of $ 788,900 for a total purchase price of $ 11,444,900 . The agreement contains no earn-outs or other contingent consideration. The number of shares issued is subject only to an equitable adjustment for stock splits between signing and closing. The promissory note has a fixed principal and no variable features. The transaction was evaluated under ASC 805, Business Combinations. The Company concluded that the transaction did not meet the definition of a business combination and was accounted for as an asset acquisition under U.S. GAAP. The allocation of purchase consideration to identifiable assets (including land and related rights) and liabilities have been determined based on their relative fair values at the acquisition date. No goodwill was recognized. Total fair value of the consideration transferred was approximately $ 12,428,924 allocated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Geo Impex Date of Acquisition(s) ​ November 03, 2025 Cash ​ $ 1,796 Prepaid expenses and other current assets ​ 35,425 Property and equipment, net ​ 16,687,788 Total assets acquired ​ 16,725,009 Accounts payable ​ 8,462 Debt, net of current portion ​ 282,446 Deferred tax liabilities ​ ​ 4,005,177 Total liabilities assumed ​ 4,296,085 Net assets acquired ​ $ 12,428,924 Goodwill ​ $ — Non-controlling interest ​ $ 984,025 ​ The total cost of the acquisition comprising the fair value of the consideration transferred and the non-controlling interest — was allocated to the qualified and other identifiable assets and liabilities assumed on the basis of fair values / book value as applicable. Further, in accordance with ASC 280, Segment Reporting, the Company has concluded that Geo Impex is included within “Corporate & Strategic Assets” as it meets the quantitative thresholds to qualify as a reportable segment. F-29 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ATS and SESB acquisitions On April 28, 2025, the Company entered into a stock purchase agreement with W4 Partners LLC (the “Seller”), for the purposes of acquiring from the Seller all of the issued and outstanding equity securities of Air Temp Service Co, Inc. (“ATS”) and Solar Energy Systems of Brevard, Inc (“SESB”). ATS is engaged in the business of the maintenance, repair, installation and sale of residential and commercial heating and cooling systems and other products and related services and SESB is engaged in the business of the maintenance, repair, installation and sale of solar heating systems and related services. Prior to the closing of this acquisition, both ATS and SESB were customers in the Company’s Managed Solutions reporting segment. In connection with the transaction, the Company: ● Issued 2,200,000 shares of its common stock at closing, and ● Issued an additional 2,700,000 shares upon the Company’s delisting from Nasdaq on May 7, 2025 (within 90 days of closing), as required under the Stock Purchase Agreement. The transaction was evaluated under ASC 805, Business Combinations. The Company concluded that substantially all of the fair value of the gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. In addition, the acquired set includes inputs, a substantive process (an organized workforce capable of producing outputs), and outputs. Accordingly, each of ATS and SESB meets the definition of a business, and the acquisitions were accounted for using the acquisition method under ASC 805. Contingent Consideration: The contingent share issuance ( 2,700,000 shares triggered by Nasdaq delisting within 90 days ) was evaluated under ASC 480 and ASC 815-40 and classified as equity. The arrangement is indexed to the Company’s own stock (fixed number of shares, not a fixed monetary value) and meets the equity classification criteria under ASC 815-40-25 (settlement in shares only, no cash settlement provision, sufficient authorized shares). Equity-classified contingent consideration is not remeasured subsequent to the acquisition date. The additional shares were recognized at fair value on the date of the delisting event, with the change from the acquisition-date fair value recorded as a measurement-period adjustment to goodwill. The total fair value of consideration transferred was approximately $ 3,646,839 and consisted of the fair value of 4,900,000 shares of the Company’s common stock issued to the Seller, adjusted for the settlement of a preexisting relationship, as detailed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ATS ​ ​ ​ SESB ​ ​ ​ Total Fair value of common stock issued ( 2,200,000 shares at $ 0.6534 ) ​ $ 980,100 ​ $ 457,380 ​ $ 1,437,480 Fair value of common stock issued ( 2,700,000 shares at $ 0.6534 ) ​ 1,201,000 ​ 561,000 ​ 1,762,000 Total fair value of shares issues ​ $ 2,181,100 ​ $ 1,018,380 ​ $ 3,199,480 Settlement of preexisting relationship (accounts receivable / payable) ​ ​ 474,873 ​ ​ ( 27,514 ) ​ ​ 447,359 Total Consideration ​ $ 2,655,973 ​ $ 990,866 ​ $ 3,646,839 ​ F-30 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The fair value of the shares was determined based on the Company’s closing stock price on the respective dates of obligation. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ATS ​ ​ ​ SESB ​ ​ ​ ​ Date of Acquisition(s) ​ April 28, 2025 ​ April 28, 2025 ​ Total Accounts receivable ​ 143,886 6,171 150,057 Prepaid expenses and other current assets ​ 143,858 — 143,858 Property and equipment, net ​ 86,670 — 86,670 Right-of-use asset – operating lease ​ 113,231 — 113,231 Customer relationships ​ 200,000 140,000 340,000 Trademark ​ 160,000 82,000 242,000 Total assets acquired ​ 847,645 228,171 1,075,816 Accounts payable ​ 240,014 — 240,014 Accrued expenses and other current liabilities ​ 138,508 8,118 146,626 Debt, net of debt discount ​ 164,772 47,892 212,664 Contract liabilities ​ 18,400 — 18,400 Operating lease liabilities ​ 116,798 — 116,798 Debt, net of current portion ​ 183,155 — 183,155 Total liabilities assumed ​ 861,647 56,010 917,657 Net assets acquired ​ $ ( 14,002 ) $ 172,161 $ 158,159 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ $ 2,669,975 $ 818,705 $ 3,488,680 ​ The fair value of acquired customer relationships was estimated using a discounted cash flow approach based on projected earnings attributable to these relationships, with estimated useful lives of 15 years and 11 years for ATS and SESB, respectively. The fair value of acquired trade names was estimated using a relief-from-royalty method under the income approach, with estimated useful lives of 10 years for both ATS and SESB. Working capital items and property and equipment were recorded at carrying value, which approximated fair value due to their short-term nature. Deferred revenue (contract liabilities) was recognized at carrying value in accordance with ASU 2021-08. Goodwill recognized in connection with the acquisitions primarily reflects the Company’s ability to generate synergies through the integration of these businesses, expand and deepen customer relationships, establish beachheads in strategic geographies, and realize operational efficiencies that are not separately recognized as identifiable intangible assets. In accordance with ASC 280, Segment Reporting, the company has assessed ATS and SESB acquisitions to be part of the Owned Service Network. CER acquisition On April 25, 2025, ConnectM Technology Solutions Pvt. Ltd. (“ConnectM India” or “CMI”), a wholly owned subsidiary of the Company, acquired 100 % of the equity shares of Cambridge Energy Resources Pvt. Ltd. (“CER”) and controlling interests in its two subsidiaries and one joint venture with equal control: (i) CER Microgrids Private Limited (“CER Microgrids”) ( 100 %), (ii) CER Rooftop Private Limited (“CER Rooftop”) ( 55.64 %), and (iii) CER Renewtech Private Limited (“CER Renewtech”) ( 50 %). This acquisition was executed under a court-supervised insolvency resolution plan approved by India’s National Company Law Tribunal (“NCLT”) under the Insolvency and Bankruptcy Code, resulted into a bargain purchase gain of approximately $ 2,121,079 which was reported in the accompanying Consolidated Statement of Operations and other comprehensive loss. Prior to acquisition, CER was under financial distress and undergoing insolvency proceedings. Under the NCLT-approved resolution plan: 1. All outstanding equity shares of CER were cancelled, and ConnectM India became the sole legal and beneficial owner of CER as of the acquisition date. 2. Certain liabilities were restructured and settled in accordance with the approved resolution plan. 3. Control of operations, assets, and liabilities was transferred to ConnectM India at values established in the approved resolution plan. F-31 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ConnectM India committed to provide approximately $ 1,137,818 as a capital infusion in exchange for all of CER’s equity, of which approximately $ 719,897 had been funded as of December 31, 2025, with the remaining payments due for payment along with late payment surcharge levied at 9 % p.a. Pursuant to the court-approved resolution plan, these funds were used to settle approved creditor claims and to recapitalize CER. CER expands the Company’s operating presence in India’s rooftop solar distributed energy (solar and battery) and telecommunications enterprise energy-management sectors. Based on review of existing segments in accordance with ASC 280 – Segment Reporting, the operations of CER are included within the ‘Distributed Energy & Renewables’ segment. CER provides enterprise infrastructure solutions, including the setup, operation, and maintenance of rooftop and ground-based mobile network towers, primarily serving the telecommunications sector. Through its subsidiaries, CER also delivers distributed energy solutions for telecommunications towers, including energy storage, backup power, and hybrid microgrid systems to ensure uninterrupted tower operations. CER Rooftop focuses on the installation and maintenance of rooftop towers for telecommunications providers, while CER Microgrids develops and operates battery storage and hybrid microgrid systems that complement the Company’s broader solar and battery offerings. The Company determined that the fair value of the consideration transferred as of the acquisition date was $ 1,108,640 .: ​ ​ ​ ​ ​ Settlement of liabilities with NCLT plan ​ $ 1,137,818 Deferred consideration ​ ​ ( 903,446 ) Present value of deferred consideration ​ 874,268 Total ​ $ 1,108,640 ​ The Company estimated the fair value of acquired assets and liabilities as of the effective time of the business combination based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Business Combination. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments to the values presented in the following table. Presented below is the purchase price allocation for the acquisitions noted above. ​ ​ ​ ​ ​ ​ ​ ​ ​ CER Date of Acquisition(s) ​ April 25, 2025 Cash ​ $ 324,743 Accounts receivable ​ 76,450 Prepaid expenses and other current assets ​ 428,775 Property and equipment, net ​ 3,470,466 Customer relationships ​ 117,487 Total assets acquired ​ 4,417,921 Accounts payable ​ 158,178 Accrued expenses and other current liabilities ​ 358,145 Deferred tax liability ​ 58,593 Total liabilities assumed ​ 574,916 Net assets acquired ​ $ 3,843,005 ​ ​ ​ ​ Bargain purchase gain ​ $ 2,121,079 Non-controlling interest ​ $ 613,286 ​ The fair value of the customer relationship intangible asset at CER Rooftop was estimated using the multi-period excess earnings method (“MPEEM”), which isolates the cash flows attributable specifically to the customer relationship after deducting contributory asset charges, and has been assigned an estimated useful life of 25 years . The valuation considered projected revenues from existing customers under long-term power purchase arrangements, expected operating margins, contributory asset charges, and a discount rate F-32 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS of approximately 20 %. The customer relationship intangible has been recognized separately from goodwill in accordance with ASC 805-20-25-10. The acquired accounts receivable were recorded at fair value, representing amounts that have subsequently been collected or are expected to be collected from customers. Property and equipment acquired primarily represent installation and service equipment located at CER and its subsidiaries. Further, in accordance with ASC 280, Segment Reporting, the company has assessed CER acquisitions to be part of the Distributed Energy & Renewables segment. Delivery Circle On August 5, 2024, the Company entered into a Membership Purchase Agreement (the “Purchase Agreement”) with an individual (“Seller”), for the purposes of acquiring from the Seller certain of the issued and outstanding equity securities of DeliveryCircle, LLC, (“DC”). DC is engaged in the business of providing dispatch and delivery services and related software. Pursuant to the Purchase Agreement, ConnectM purchased from the Seller certain membership interests in DC, comprised of 842,157 Class A Units, 207,843 Class P Units and 3,063 Series A Units (the “Acquired Interests”), which account for approximately forty-six percent ( 46.0 %) of the equity interests. In addition, in connection with ConnectM’s acquisition of the Acquired Interests, ConnectM will have the right to appoint four out of the seven voting members to DC’s board of directors, who will be having power to take all the decisions of operations of the entity. ConnectM purchased the Acquired Interests in exchange for $ 520,000 cash consideration plus contingent consideration. The contingent consideration is the lesser of a base amount, 20 % of revenue growth from the previous year, or 37 % of EBITDA for the current year, is paid annually in February of the subsequent calendar year for the prior fiscal year and is applicable to the years ended December 31, 2024 through 2031. The Company used a Monte Carlo simulation model to calculate the contingent consideration’s fair value of approximately $ 575,690 (see Note 14). The fair value of the purchase consideration in the acquisition is as follows: ​ ​ ​ ​ ​ ​ Cash ​ ​ ​ $ 520,000 ​ Contingent consideration at fair value ​ ​ 575,690 ​ Noncontrolling interest at fair value ​ ​ 1,287,320 ​ ​ ​ $ 2,383,010 ​ ​ The following table summarizes the fair values of the assets acquired and liabilities assumed and noncontrolling interest at the date of acquisition: ​ ​ ​ ​ ​ ​ Cash ​ ​ ​ $ 699,292 Accounts receivable ​ ​ 620,189 Prepaid expenses and other assets ​ 41,284 ​ Intangible assets ​ 586,000 ​ Accounts payable ​ ( 218,417 ) ​ Accrued expenses and other current liabilities ​ ( 135,789 ) ​ Total identifiable net assets ​ 1,592,559 ​ Goodwill ​ $ 790,451 ​ ​ F-33 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS After allocating the purchase price to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, the Company recorded goodwill of approximately $ 791,000 . Goodwill largely consists of expected synergies to be realized from new ownership and is expected to not be deductible for income tax purposes. The identified intangible assets of DC’s consist of the following: ​ ​ ​ ​ ​ ​ ​ Identified intangible asset ​ ​ ​ Fair Value ​ Useful life Customer relationships ​ ​ ​ $ 106,000 ​ 8 years Developed technologies ​ ​ ​ ​ 400,000 ​ 5 years Tradename ​ ​ 80,000 ​ 5 years Fair value of identifiable intangible assets ​ $ 586,000 ​ ​ ​ The identifiable intangible assets were valued using the income approach with the assistance of third-party appraisers. The income approach requires several judgements and assumptions, including growth rates, discount rates, customer attrition rates, expected levels of cash flows, and tax rate. The Company recorded a payable for the cash consideration the date of closing and subsequently paid $ 350,000 in December 2024. As of December 31, 2025, there was no unpaid cash consideration outstanding, as the full amount had been paid. In January 2025, the Company entered into a promissory note (the “January 2025 Note”) with the individual from whom the Company acquired a business from in August 2024 which converts the unpaid cash consideration of $ 170,000 and accrued interest of approximately $ 6,000 from accounts payable to a sellers note that matures on June 30, 2025. The unpaid balance of the principal amount bears interest at a rate of 14.0 % per annum, except in the event of a default when interest increases to 19.0 % per annum. An event of default is to have occurred if the unpaid principal and accrued interest thereon is not paid in full prior to the maturity date, if the Company makes an assignment for the benefit of creditors, or if the Company files for bankruptcy or another similar proceeding. In July 2025, the Company entered into the first amendment to the January 2025 Note (the “Amended January 2025 Note”), under which the Company is required to pay the lender approximately $ 26,000 towards the principal, approximately $ 14,000 of accrued interest, and the lender’s legal fees of approximately $ 3,000 . The Amended January 2025 Note extended the maturity date from June 30, 2025 to August 8, 2025 and increased the interest rate to 18.0 % effective July 1, 2025. In August 2025, the Company entered into a Second Amendment to the January 2025 Note (the “Second Amended January 2025 Note”), which extended the maturity date from August 8, 2025 to September 30, 2025 and required payment of an approximately $ 10,000 forbearance fee to the lender. These seller notes extensions were accounted for as debt modifications under ASC 470. On October 21st, 2025, the Company fully repaid the note with a payment of $ 153,126 , consisting of $ 149,790 in principal and $ 3,336 in accrued interest. Following this payment, the note was retired in full and all related obligations were satisfied. In accordance with ASC 280, Segment Reporting, the company has assessed Delivery Circle to be part of the Logistics segment. Green Energy Gains On October 9, 2024, ConnectM entered into a purchase agreement with the owners of Green Energy Gains (“GEG”), whereby the Company has acquired all of the issued and outstanding capital stock of GEG in exchange for the issuance of 160,000 shares of the Company common stock with a fair value of $ 161,440 as determined using the closing share price on the date of issuance. As of acquisition date, one of the indirect owners of GEG was also the related party investor of the Company (see Note 15). GEG provides home energy assessments and modeling services that identify weatherization opportunities to reduce a home’s utility costs. The acquisition of GEG is expected to expand the Company’s customer base for its other products and services after no cost GEG home energy assessments are completed. Prior to the acquisition, GEG was a customer in the Company’s managed services reporting segment. In connection with the acquisition, the pre-existing obligations owed to the Company from GEG were settled and total consideration was increased accordingly. In accordance with ASC 280, the company has assessed Green Energy Gains to be part of the Owned Network Service. F-34 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The fair value of the purchase consideration in the acquisition is as follows: ​ ​ ​ ​ ​ Fair value of shares of the Company‘s common stock issued ​ $ 161,440 Settlement of note receivable from GEG ​ ​ 99,636 Settlement of accounts receivable from GEG ​ ​ 115,854 ​ ​ $ 376,930 ​ The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: ​ ​ ​ ​ ​ Cash ​ ​ ​ $ 18,680 Accounts receivable ​ ​ 17,367 Property and equipment ​ 35,651 Intangible assets ​ 97,790 Accounts payable ​ ( 29,168 ) Accrued expenses and other current liabilities ​ ( 22,736 ) Total identifiable net assets ​ ​ 117,583 Goodwill $ 259,347 ​ After allocating the purchase price to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, the Company recorded goodwill of approximately $ 259,000 . Goodwill largely consists of expected synergies to be realized from new ownership and is expected to not be deductible for income tax purposes. The identified intangible assets of GEG’s consist of the following: ​ ​ ​ ​ ​ ​ ​ Identified intangible asset ​ ​ ​ Fair Value ​ Useful life Customer relationships ​ ​ ​ $ 35,180 ​ 15 years Acquired technologies ​ ​ ​ ​ 40,530 ​ 5 years Tradename ​ ​ 22,080 ​ 4 years Total fair value of identifiable intangible assets ​ $ 97,790 ​ ​ ​ The identifiable intangible assets were valued using the income approach with the assistance of third-party appraisers. The income approach requires several judgements and assumptions, including growth rates, discount rates, customer attrition rates, expected levels of cash flows, and tax rate (see Note 14). ConnectM acquired 60 % of Green Energy Gains by issuing 88,000 common shares at fair market value of $ 1.009 per share from Srimulli Renewables LLC and 40 % by issuing 72,000 common shares at fair market value of $ 1.009 per share from Greg Kendall. The two members of Srimulli Renewables LLC are also ConnectM shareholders, each holding more than 4.9 % of total shares outstanding. The results of these acquired entities are presented within the Company’s operating segments as follows: ● ATS – reported within the Owned Service Network segment. ATS contributed approximately $ 1,288,000 and $ 483,000 of revenue and net loss respectively from the acquisition date through December 31, 2025. ● SESB – reported within the Owned Service Network segment. SESB had $ 0 and $ 225,000 revenue and net loss respectively from the acquisition date through December 31, 2025. ● CER – reported within the Distributed Energy & Renewables segment. CER contributed approximately $ 128,000 and $ 369,000 of revenue and net loss respectively from the acquisition date through December 31, 2025. F-35 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ​ NOTE 6: GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owned ​ ​ ​ ​ ​ ​ Service Network ​ Logistics ​ ​ ​ Total Balance as at January 1, 2024 ​ $ 2,246,619 ​ $ — ​ $ 2,246,619 Acquisitions ​ ​ 259,347 ​ ​ 790,451 ​ ​ 1,049,798 Impairment ​ ​ ( 1,568,309 ) ​ ​ — ​ ​ ( 1,568,309 ) Balance as at December 31, 2024 ​ ​ 937,657 ​ ​ 790,451 ​ ​ 1,728,108 Acquisitions ​ ​ 3,488,680 ​ ​ — ​ ​ 3,488,680 Impairment ​ ​ — ​ ​ — ​ ​ — Balance as at December 31, 2025 ​ $ 4,426,337 ​ $ 790,451 ​ $ 5,216,788 ​ Goodwill is not amortized but is tested for impairment at least annually, or more frequently if events occur or circumstances change that indicate the carrying amount of the related reporting unit may not be recoverable. For the year ended December 31, 2025, goodwill was recognized in connection with the Company’s acquisition of Air Temp Service Co., Inc. (“ATS”) and Solar Energy Systems of Brevard, Inc. (“SESB”). ASC 350, Intangibles - Goodwill provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the one-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the one-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the one-step quantitative impairment test. As permitted under ASC 350, Intangibles—Goodwill and Other , the Company elected to first perform a qualitative assessment of goodwill impairment for each of its reporting units for the year ended December 31, 2025 to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For Owned Service network (‘OSN’) reporting unit, the qualitative assessment indicated that it was more likely than not that the fair value could be less than the carrying amount, and accordingly, a quantitative impairment test was performed. For Logistics reporting unit, the qualitative assessment did not indicate potential impairment, and therefore no quantitative test was necessary. Under the quantitative approach, the Company estimated fair value of the reporting unit using discounted cash flow model under income approach. The resulting fair value measurements are classified within Level 3 of the fair value hierarchy because they rely on significant unobservable inputs and reflect management’s own assumptions about the views of market participants. Under the income approach, the fair value of each reporting unit is based on the present value of estimated future cash flows. The income approach is dependent on a number of significant management assumptions including the discount rate, revenue growth rates, and projected EBITDA margins. We estimate future cash flows for each of our reporting units based on our projections for the respective reporting unit. These projected cash flows are discounted to the present value using a weighted average cost of capital (discount rate). The discount rate is commensurate with the risk inherent in the projected cash flow and reflects the rate of return required by an investor in the current economic conditions. For our annual impairment test, we used a discount rate of 20 % for OSN reporting unit. An increase or decrease of 5 % in the discount rate would have impacted the estimated fair value of each reporting unit by approximately $ 2,300,000 . The projections are based on both past performance and the expectations of future performance and assumptions used in our current operating plan. We use specific revenue growth and EBIDTA margins for reporting unit based on history and economic conditions. Under the market approach, the fair value of each reporting unit is determined based upon comparisons to public companies engaged in similar businesses and is dependent on the significant management assumption for the selection of multiples. The Company recorded a goodwill impairment of $ 0 and $ 1,568,309 during the twelve months ending December 31, 2025, and December 31, 2024 respectively. F-36 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Intangible assets, net As of December 31, 2025, the Company performed an evaluation of its long-lived intangible assets to determine whether events or changes in circumstances indicated that their carrying amounts may not be recoverable in accordance with ASC 360. In conducting this assessment, the Company considered multiple impairment indicators, including (i) significant adverse changes in general economic or market conditions, (ii) adverse changes in the industry or competitive environment, (iii) increases in market-based discount rates, (iv) declines in the Company’s market capitalization relative to its net assets, (v) actual or projected operating results that are below prior expectations, and (vi) entity-specific factors such as changes in business strategy or the manner in which assets are utilized. For ATS, the primary trigger, consistent with ASC 360-10-35-21(f), was the subsequent strategic transfer of the HVAC business assets and operations and associated intangibles at no consideration, resulting in expected early disposal. For the SESB asset group, impairment indicators were identified in accordance with ASC 360-10-35-21(a)–(e) due to lower-than-projected 2025 revenue, reduced utilization resulting from the strategic decision to scale down solar operations in Florida, and adverse changes in the regulatory and industry environment affecting expected cash flows. Based on this evaluation, the Company concluded that impairment indicators were present, primarily associated with the ATS and SESB asset groups. Accordingly, a recoverability test was performed. The results indicated that the carrying amounts of these asset groups were not recoverable, as the estimated undiscounted future cash flows were less than their respective carrying values. As a result, the Company recognized a full impairment charge of approximately $ 548,000 for the year ended December 31, 2025, reducing the carrying value of the trade name and customer relationship intangible assets related to ATS and SESB to zero . This non-cash impairment charge was recorded within the intangible asset impairment expense in the consolidated statements of operations and comprehensive loss. The assumptions used in estimating the undiscounted future cash flows are based on currently available data and management’s best estimates of future income statement and working capital elements. A change in market conditions or other factors could have a material effect on the estimated values. Fair value was determined based on discounted cash flows requiring judgement. These factors include, among others, the assumptions related to discount rates, forecasted operating results, long-term growth rates, the determination of comparable companies and market multiples. The measurements used in the impairment review of finite-lived intangible assets are Level 3 measurements. There are inherent uncertainties related to the assumptions used and to management’s application of these assumptions. Identifiable intangible assets consist of the following at December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Remaining ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization Period (years) ​ Gross Amount ​ Accumulated Amortization ​ Net Amount Customer relationships ​ 12.7 ​ $ 1,445,244 ​ ​ ( 1,020,532 ) ​ $ 424,711 Trade name ​ 5.0 ​ 868,355 ​ ( 634,917 ) ​ 233,438 Noncompetition agreement ​ 1.1 ​ 91,167 ​ ( 83,537 ) ​ 7,630 Intellectual property ​ 0.0 ​ 15,862 ​ ( 15,862 ) ​ — Intangible assets: Proprietary technology ​ 6.8 ​ ​ 864,000 ​ ​ ( 20,571 ) ​ ​ 843,429 Internally developed software ​ 3.0 ​ ​ 676,895 ​ ​ ( 331,559 ) ​ ​ 345,336 Intangible assets: Patent ​ 8.5 ​ ​ 19,324 ​ ​ ( 8,374 ) ​ ​ 10,950 Developed technology ​ 3.6 ​ 440,530 ​ ( 123,466 ) ​ 317,064 Total intangible assets, net ​ ​ ​ $ 4,421,377 ​ $ ( 2,238,818 ) ​ $ 2,182,558 ​ F-37 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Identifiable intangible assets consist of the following at December 31, 2024*: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Remaining Amortization Period (years) ​ ​ ​ Gross Amount ​ ​ ​ Accumulated Amortization ​ ​ ​ Net Amount Customer relationships ​ 11.5 ​ $ 777,180 ​ $ ( 373,653 ) ​ $ 403,527 Tradename ​ 6.1 ​ 386,080 ​ ( 102,722 ) ​ 283,358 Noncompetition agreements ​ 2.1 ​ 34,000 ​ ( 19,570 ) ​ 14,430 Intellectual property ​ 9.5 ​ 35,186 ​ ( 22,947 ) ​ 12,239 Acquired technology ​ 4.6 ​ ​ 440,530 ​ ​ ( 35,360 ) ​ ​ 405,170 Internally developed software ​ 3.3 ​ 609,385 ​ ( 319,933 ) ​ 289,452 Total intangible assets, net ​ ​ ​ $ 2,282,361 ​ $ ( 874,185 ) ​ $ 1,408,176 * Prior period amounts are presented on a net basis and reflect the impact of an $ 835,319 impairment charge on intangible assets recorded during the year ended December 31, 2024. This presentation has no impact on the consolidated financial statements as the net carrying value of the reported assets remains unchanged. ​ Intangible assets are amortized over their estimated useful lives of 3 to 25 years using the straight-line method. Amortization expense was approximately $ 424,000 and $ 480,000 for the years ended December 31, 2025 and 2024, respectively. Amortization expense over the next five years and thereafter is as follows: ​ ​ ​ ​ ​ Years ending December 31, ​ ​ ​ Amount 2026 ​ $ 473,905 2027 ​ 427,176 2028 ​ 409,113 2029 ​ 270,286 2030 ​ 189,695 Thereafter ​ 412,383 Total ​ $ 2,182,558 ​ The above amounts do not include $ 160,400 of capitalized costs for internally developed software that are still in the development stage and not yet subject to amortization. As of December 31, 2025 and 2024, unamortized software development costs for software capitalized under ASC 985-20 amounted to $ 57,002 and $ 92,361 respectively. Total amortization charged for software capitalized under ASC 985-20 was $ 35,359 and $ 35,359 for the year ended December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, the Company recognized an impairment charge of $ 548,492 and $ 836,000 respectively related to intangible assets. ​ ​ NOTE 7: PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Land ​ $ 16,480,260 ​ $ — Furniture and fixtures ​ ​ 812,962 ​ ​ 102,415 Machinery and equipment ​ 2,610,290 ​ 97,071 Vehicles ​ 713,338 ​ 850,642 Property improvements ​ 23,283 ​ 16,824 Building ​ 574,758 ​ 570,000 Property and Equipment ​ 21,214,891 ​ 1,636,952 Less: Accumulated Depreciation ​ ( 884,203 ) ​ ( 700,379 ) Total ​ $ 20,330,688 ​ $ 936,573 ​ F-38 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2025, the Company recorded a loss on disposal of approximately $ 28,000 for a vehicle that was repossessed by the lender. The Company reduced the carrying value of the associated vehicle loan by the estimated fair value of the vehicle of approximately $ 56,500 as of the date of the repossession. During the year ended December 31, 2024, the Company recorded a loss on disposal of approximately $ 8,000 for a vehicle that was repossessed by the lender. The Company reduced the carrying value of the associated vehicle loan by the estimated fair value of the vehicle of approximately $ 23,000 as of the date of the repossession. Depreciation expense was approximately $ 420,000 and $ 266,000 for the years ended December 31, 2025 and 2024, respectively. ​ NOTE 8: CONVERTIBLE DEBT The fair value of convertible debt as on December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 2025 convertible notes ​ $ 3,778,303 ​ $ — 2024 convertible notes ​ — ​ 2,547,209 Assumed 2024 notes ​ — ​ 3,630,000 SEPA Convertible note ​ 1,543,000 ​ 2,365,114 ​ ​ 5,321,303 ​ 8,542,323 * The amount as on December 31, 2024, includes the SEPA option derivative liability of $ 65,114 . ​ 2024 Convertible Notes During the year ended December 31, 2025, the Company extended the maturity dates and the period the conversion option was exercisable for certain convertible notes because of the volatility the Company’s common stock price was experiencing. The Company evaluated these modifications and concluded that the amended terms were not substantially different from the original terms; accordingly, the modifications were accounted for as modifications under ASC 470-50, and no extinguishment gain or loss was recognized in connection with the extensions. The Company subsequently converted all the 2024 Convertible Notes into the Company’s common stock. During the year ended December 31, 2025, the Company converted $ 2,725,214 of convertible note principal (inclusive of accrued interest) through the issuance of 8,260,923 shares of common stock. The convertible notes contained original conversion windows that expired without exercise. Subsequently, the Company entered into debt-for-equity exchanges with the holders under Section 3(a)(9) of the Securities Act at conversion prices based on a discount to the volume-weighted average price of the Company’s common stock. Under ASC 470-50-40-10, a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date is always considered substantial and requires extinguishment accounting. Accordingly, the Company accounted for these exchanges as debt extinguishments under ASC 470-50, recognizing a gain on extinguishment of $ 89,731 equal to the difference between the fair value of the common stock issued and the carrying amount of the converted debt, including any unamortized discount or premiums. Ass umed 2024 Note On the Closing Date, the Company assumed MCAC’s promissory note totaling $ 3,680,000 (the “Assumed 2024 Note”) that matures in July 2025. The Company is obligated to pay 10.0 % of the aggregate gross proceeds from any sale of equity or equity derivative instruments of the Company while the Assumed 2024 Note is outstanding. Five days prior to the maturity date (and only five days prior to the maturity date), the Company may elect to convert the Assumed 2024 Note into shares of the Company’s common stock based at the average volume weighted average price value for the five -business day period preceding the maturity date (subject to compliance with applicable rules of the Nasdaq). The Assumed 2024 Note becomes due and payable following specified events of default if (i) the holder of the Assumed 2024 Note provides written notice if Company defaults on any payments due under the terms of the Assumed 2024 Note or (ii) automatically if the Company commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under bankruptcy or other similar laws. The Company has not received written notice from the holder of the Amended 2024 Note in regards to the missed initial mandatory payment as of December 31, 2024. F-39 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Assumed 2024 Convertible Note is non-interest bearing, except in the case of an Event of Default (as defined in the agreement), at which point the interest rate increases to a rate of 10.0 % per annum until such event of default is cured. The Company paid $ 50,000 of the initial mandatory payment of $ 500,000 within thirty calendar days of the effective date of the Assumed 2024 Note, and such triggered an event of default. During the year ended December 31, 2025, the Assumed 2024 Note was extinguished in full through debt-for-equity exchanges pursuant to the Company’s 3(a)(10) program with Last Horizon, as described below. 2025 Convertible Notes The Company entered into thirty-four convertible note agreements in exchange for aggregate gross proceeds of $8,762,250 during the year ended December 31, 2025 (the “2025 Convertible Notes”). The 2025 Convertible Notes bear interest at rates ranging from 10.0 % to 20.0 % per annum, with certain notes bearing a one-time interest charge of 10.0 % and the remaining notes bearing interest at 20.0 % per annum. The 2025 Convertible Notes have maturity dates that range from 30 days to one year from the convertible note issuance date, optional conversion periods that range from 30 to 210 days , and conversion prices that range from $ 0.0325 to $ 1.15 for fixed-price notes. Certain notes contain variable conversion price provisions as described below. The summary of the individual convertible notes outstanding as of December 31, 2025, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conversion Option ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Maturity Date ​ ​ ​ ​ ​ Conversion ​ of Exercisability ​ (from issuance Issuance Date ​ ​ ​ Gross Proceeds ​ ​ ​ Price ​ ​ ​ (from issuance date) ​ ​ ​ date) 5/26/2025 (1) ​ $ 156,000 ​ $ 0.25 ​ 180-days ​ 210-days 10/1/2025 (2) ​ ​ 188,000 ​ ​ 0.05 ​ Upon Default ​ 302-days 10/7/2025 (2) ​ ​ 130,000 ​ ​ 0.05 ​ Upon Default ​ 312-days 10/23/2025 (3) ​ ​ 246,250 ​ ​ 0.0375 ​ Upon Default ​ 365-days 11/25/2025 (5) ​ ​ 192,000 ​ ​ 0.0325 ​ Upon Default ​ 310-days 11/25/2025 (4) ​ ​ 500,000 ​ $ 0.25 ​ 210-days ​ 210-days 12/2/2025 (4) ​ ​ 250,000 ​ $ 0.25 ​ 210-days ​ 210-days 12/8/2025 (4) ​ ​ 1,000,000 ​ $ 0.25 ​ 210-days ​ 210-days 12/8/2025 (4) ​ ​ 250,000 ​ $ 0.25 ​ 210-days ​ 210-days 12/8/2025 (4) ​ ​ 50,000 ​ $ 0.25 ​ 210-days ​ 210-days 12/16/2025 (4) ​ ​ 250,000 ​ $ 0.25 ​ 210-days ​ 210-days ​ ​ $ 3,212,250 ​ ​ ​ ​ ​ ​ ​ (1) From issuance until day 180, the Note’s outstanding principal and accrued interest are convertible, at the holder’s option, into common shares at a price equal to 90 % of the lowest daily VWAP of the Company’s common stock during the three trading days immediately preceding the conversion date. (2) These convertible notes are convertible at a price equal to the greater of (i) $ 0.05 or (ii) 65 % multiplied by the lowest trading price for the common stock during the ten trading days immediately preceding the conversion date. (3) This convertible note is convertible at a price equal to 75 % multiplied by the lowest closing bid price for the common stock during the fifteen trading days immediately preceding the conversion date. (4) For the first 210 days following issuance, the outstanding principal and accrued interest on each Note are convertible, at the holder’s option, into Common Stock at a price equal to the lower of (1) quotient (rounded down to the nearest whole share) obtained by dividing (x) the sum of the Principal Amount and any interest accrued thereon by (y) 90 % of the lowest daily volume weighted average price (the “VWAP”) of the Common Stock on the primary trading market of the Common Stock during the 3 trading day period immediately prior to the applicable measurement date or (2) a fixed conversion price of $ 0.25 . After the 180 - day period, the Notes may convert at their fixed stated conversion price of $ 0.25 . The Notes are expected to be converted into shares of our Common Stock. (5) These convertible notes are convertible at a price equal to 65 % multiplied by the lowest trading price for the common stock during the ten trading days immediately preceding the conversion date. F-40 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The 2025 Convertible Notes are generally convertible at the option of the holder into shares of the Company’s common stock at the applicable conversion price, with the number of shares issuable upon conversion determined by dividing the sum of outstanding principal and accrued interest by the conversion price. Certain notes are convertible only upon the occurrence of an event of default. The 2025 Convertible Notes may generally be prepaid in full or in part by the Company at any time without penalty; however, certain notes provide for a prepayment discount ranging from 2 % to 5 % of the outstanding balance on a sliding scale based on early repayment between 60 and 180 days prior to maturity. During the year ended December 31, 2025, the Company converted $ 6,155,891 of convertible note principal (inclusive of accrued interest) through the issuance of 35,011,418 shares of common stock. For convertible notes that are settled in accordance with their original contractual terms, changes in fair value up to the date of conversion are recognized in earnings. With respect to other convertible notes containing original conversion windows that expired without exercise, the Company entered into debt-for-equity exchanges with the holders under Section 3(a)(9) of the Securities Act at conversion prices based on a discount to the volume-weighted average price of the Company’s common stock. Under ASC 470-50-40-10, a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date is always considered substantial and requires extinguishment accounting. Accordingly, the Company accounted for these exchanges as debt extinguishments under ASC 470-50, recognizing gain on extinguishment of $ 2,261,222 equal to the difference between the fair value of the common stock issued and the carrying amount of the converted debt, including any unamortized discount or premiums. The Company elected the fair value option for the 2025 Convertible Notes and therefore measured the 2025 Convertible Notes at fair value at issuance and each subsequent reporting period, with changes in fair value recognized in earnings. As of issuance and at December 31, 2025, the fair value of the remaining 2025 Convertible Notes was determined to be $ 3,212,250 and $ 3,778,303 respectively (see Note 12). The remaining 2025 Convertible Notes were convertible into 10,124,724 shares of the Company’s common stock on December 31, 2025. SEPA Convertible Note In December 2024, in connection with and pursuant to the terms of its Standby Equity Purchase Agreement (the “SEPA”) entered into with YA II PN, LTD., an exempt limited partnership from the Cayman Islands (“Yorkville”) (See Note 12 - SEPA Derivative Liability), Yorkville agreed to advance to the Company, in exchange for convertible promissory notes, an aggregate principal amount of up to $ 4,500,000 , $ 2,500,000 of which was funded during December 2024 in exchange for the issuance by the Company of a Convertible Promissory Note (the “SEPA Convertible Note”). The Company received net proceeds of $ 2,300,000 after a non-cash original issue discount of 8.0 %, or $ 200,000 . As of December 31, 2025 and 2024, the outstanding principal balance of the SEPA Convertible Note was approximately $ 1,386,975 and $ 2,500,000 , respectively. The fair value of the SEPA Convertible Note was approximately $ 1,543,000 and $ 2,300,000 as of December 31, 2025 and 2024, respectively, and is included within “Convertible debt, at fair value” under current liabilities on the consolidated balance sheets. The change in fair value recognized in earnings was $ 979,553 for the year ended December 31, 2025 and $ 0 for the year ended December 31, 2024, and is included in “Other income (expense), net” in the consolidated statements of operations and comprehensive loss (refer to Note 12). The Company elected the Fair Value Option for the SEPA Convertible Note and therefore measured the SEPA Convertible Note at fair value at issuance and each subsequent reporting period, with changes in fair value recognized in earnings. The SEPA Convertible Note had a maturity date in December 2025 and accrues interest at 7.0 % per annum, subject to increase to 18.0 % per annum upon the occurrence of an event of default as defined in the agreement (the “Additional Interest”). The Company was also required to pay commitment fees of $ 375,000 . Of this amount, $ 187,500 was due up front in the form of shares, for which the Company issued 264,456 shares. The remaining amount was due in cash on the six-month anniversary date of the agreement. Commencing in March 2025, the Company was required to make monthly principal and interest payments totaling $ 277,778 (increasing to $ 500,000 after the second tranche of advances are received) in cash or an Advance Notice (as defined in the SEPA). Yorkville had the right to convert any portion of the outstanding principal into shares of the Company’s common stock at (a) $ 2.00 per share at any time (the “Fixed Price”) or (b) 93.0 % of the lowest daily variable weighted average price (the “VWAP”) during the ten consecutive trading days immediately preceding the conversion date, but not lower than the floor price of $ 0.1418 (the “Variable Price”). F-41 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As long as the Company is current in its payment obligations, Yorkville is only entitled to convert at the Fixed Price. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by the holder) divided by either the Fixed Price or the Variable Price as defined in the agreement. Yorkville will not have the right to convert any portion of the principal to the extent that after giving effect to such conversion, Yorkville would beneficially own in excess of 4.99 % of the total number of shares of the Company’s common stock outstanding after giving effect to such conversion. At the floor price of $ 0.1418 , the maximum number of shares into which the SEPA Convertible Note is potentially convertible is 9,781,209 shares, which represents the maximum number of shares issuable under the agreement. Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 7.0 % prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than ten trading days’ prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the Company’s common stock is less than the Fixed Price. The SEPA Convertible Note provides that an event of default occurs upon, among other things: (i) failure to pay principal, interest, or other amounts when due, subject to a five trading day cure period; (ii) commencement of bankruptcy, insolvency, reorganization, or liquidation proceedings by or against the Company or any subsidiary that remain undismissed for 61 days ; (iii) default under any other indebtedness exceeding $ 500,000 that results in such indebtedness becoming due and payable; (iv) entry of final judgments against the Company exceeding $ 500,000 in the aggregate that remain unsatisfied for 30 days ; (v) cessation of trading of the common stock on any principal market for ten consecutive trading days; (vi) the Company being party to a change of control transaction unless the note is retired; (vii) failure to timely deliver shares upon conversion; (viii) failure to timely file periodic reports with the SEC; (ix) any material misrepresentation under the transaction documents; or (x) breach of any other material covenant not otherwise covered, subject to a ten business day cure period. Upon the occurrence of an event of default (other than bankruptcy-related events), the full unpaid principal, together with accrued and unpaid interest and other amounts, becomes immediately due and payable at the election of the holder. In the case of bankruptcy-related events, such amounts become automatically due and payable without notice or demand. In addition, upon an event of default or after the maturity date, the holder has the right to convert the note at the lower of the Fixed Price or the Variable Price. The Fixed Price and the Floor Price are subject to proportional adjustment upon the occurrence of certain events, including (i) stock dividends or distributions payable in common stock, (ii) subdivision of outstanding common stock into a larger number of shares, (iii) combination of outstanding common stock into a smaller number of shares (including by reverse stock split), or (iv) reclassification of common stock into other capital stock. In each case, the Fixed Price and Floor Price are multiplied by a fraction, the numerator of which is the number of shares outstanding before such event and the denominator of which is the number of shares outstanding after such event. The note also contains anti-dilution provisions under which the Fixed Price is reduced to the per-share price of any new issuance of common stock or convertible securities (other than excluded securities) if such price is below the then-effective Fixed Price. In the event of a merger, consolidation, or sale of substantially all assets, the holder has the right to convert the note into the securities, cash, or property receivable by holders of common stock, or to require the surviving entity to issue a replacement convertible note on substantially identical terms. The SEPA Convertible Note is transferable by the holder upon surrender to the Company, whereupon the Company will issue a new note registered in the name of the transferee representing the principal amount being transferred, and, if less than the entire outstanding principal is transferred, a new note to the original holder for the remaining balance. The note also provides for issuance of replacement notes in the event of loss, theft, destruction, or mutilation, subject to customary indemnification undertakings, and is exchangeable at the holder’s election for multiple notes representing the same aggregate outstanding principal. During the year ended December 31, 2025, the Company converted $ 684,894 of convertible note principal and accrued interest into 3,817,815 shares of common stock. The fair value of the shares issued was $ 1,099,054 . The Company defaulted on certain scheduled payments under the SEPA Convertible Note and was therefore in technical default under the agreement. On December 29, 2025, ConnectM entered into a Settlement and Termination Agreement (the “Yorkville Agreement”) with Yorkville in connection with the Company’s December 17, 2024 SEPA. This agreement relates to an outstanding debt obligation that was not converted into equity and was subsequently resolved through the settlement arrangement. As the loan had already been recognized at fair value, the effects of the Yorkville Agreement have been reflected through fair value adjustments during the period. F-42 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Under the Yorkville Agreement, the Company will continue to make cash payments of $ 250,000 on alternate Mondays (each, an “Alternate Monday Payment”), which are applied toward reducing the outstanding prepaid advance obligation, including principal, interest, and any applicable premiums. The agreement also confirms that the payment made on December 15, 2025 was first applied to satisfy the $ 187,500 deferred fee, with the remaining amount applied toward the prepaid advance obligation. Each timely Alternate Monday Payment triggers a 14 -day “No-Conversion Period” commencing on the date Yorkville receives such payment, during which Yorkville may not issue Investor Notices under the SEPA. If the Company fails to make an Alternate Monday Payment on the applicable payment date, no No-Conversion Period shall commence (or, if already commenced, shall terminate immediately), and Yorkville shall have the right to deliver Investor Notices and exercise related conversion rights under the SEPA. The Yorkville Agreement further provides that Yorkville will have preference to receive repayment of the outstanding prepaid advance obligation (including principal, accrued interest, and any applicable redemption or prepayment premiums) from the proceeds of the Company’s planned underwritten public offering in connection with an uplisting to a national securities exchange (the “IPO”), if and when the IPO occurs. In the event the IPO is consummated, the SEPA will be terminated effective immediately prior to the closing, and the Company shall pay Yorkville a termination fee in shares of common stock with an aggregate value equal to $ 175,000 , valued at the public offering price per share in the IPO. Yorkville will also receive a 24 -month right of first refusal on any future equity line of credit. Based on the remaining repayment schedule of $ 250,000 payments on alternate Mondays, the final payment of approximately $ 136,975 is expected to occur on March 23, 2026. ​ NOTE 9: DEBT Debt consists of the following as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ Description ​ ​ ​ 2025 ​ ​ ​ 2024 Secured Promissory Notes ​ $ 1,344,610 ​ $ 4,250,000 Small Business Administration Loans ​ 904,911 ​ 762,322 Paycheck Protection Program Loans ​ — ​ 17,543 Promissory Note ​ ​ 144,985 ​ ​ 79,000 Vehicle Notes ​ 298,439 ​ 425,790 Seller Notes ​ 1,097,869 ​ 1,434,959 Avanti Notes (Related Party) ​ ​ 279,076 ​ ​ 179,910 Real Estate Promissory Note ​ 370,000 ​ 370,000 Business Loan and Security Agreement ​ ​ 1,056,305 ​ ​ 160,262 Sale of Future Receipts ​ 518,388 ​ 856,150 Notes Payable ​ ​ 2,921,033 ​ ​ — Total ​ $ 8,935,616 ​ $ 8,535,936 Less: debt discount and issuance costs ​ ( 657,064 ) ​ ( 212,772 ) Less: notes payable, current portion ​ ​ ( 7,098,279 ) ​ ​ ( 7,019,499 ) Notes payable, net of debt issuance costs and current portion ​ $ 1,180,273 ​ $ 1,303,665 ​ The Company recorded the interest expense of $1,194,000 and $ 2,714,048 for the twelve months ending December 31, 2025, and December 31, 2024 respectively. The accrued interest as of December 31, 2025, and December 31, 2024 were $ 392,253 and $ 985,025 respectively. Secured Promissory Notes The Company’s promissory notes have original maturity dates ranging between 2 and 36 months . The notes bear interest at rates ranging between 20 % and 24 %. For all secured promissory notes, the interest is charged at an annual simple rate. During September 2024, the Company entered into four note conversion agreements with four of the secured promissory note holders in which the Company converted the outstanding principal and interest on the secured promissory notes, into shares of the Company’s common stock at a conversion price of $ 2.00 per share with a one-time share reset adjustment (see Note 12), subject to shareholder approval and a maximum aggregate ownership amount of 19.99 % for each individual lender. In connection with these agreements, $ 6,834,020 of secured promissory notes and $ 1,064,080 of accounts payable and accrued expenses were extinguished in F-43 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS exchange for the issuance of 3,949,050 shares of the Company’s common stock (see Note 12). Two of the lenders total ownership of the Company’s common stock exceeded 5.0 % as a result of the share issuances in connection with the note conversion agreements. These lenders continue to hold certain Secured Promissory Notes as of December 31, 2024 (see Note 8). As of December 31, 2025 and 2024, the Company has not made certain scheduled payments and is therefore in technical default under four of the secured promissory notes entered into in June 2024. The total outstanding principal and accrued interest under these notes was approximately $ 550,000 and $ 250,000 as of December 31, 2025 and 2024 respectively. The Company entered into six promissory note agreements in exchange for aggregate gross proceeds of $ 735,000 during April 2025 and May 2025. During the year ended December 31, 2025, the Company extinguished $ 3,700,000 of principal via debt conversion agreements. The principal balance of Secured Promissory Notes as of December 31, 2025, and December 31, 2024, were $ 550,000 and $ 4,250,000 respectively. Small Business Administration Loans In 2020, the Company received loan proceeds of $ 150,000 under a SBA loan agreement that matures in June 2050. In 2021, this loan was amended to increase the total borrowing to $ 475,000 . In 2022 the Company assumed two additional SBA loans for $ 150,000 each in connection with two acquisitions that mature in June 2050. Interest on all SBA loan agreements accrues on the anniversary date of the initial borrowing at 3.75 % on the outstanding balance. All SBA loan agreements are collateralized by the Company’s tangible and intangible personal property. Paycheck Protection Program Loans On May 4, 2020, the Company received loan proceeds of $ 151,000 under the Paycheck Protection Program (the “PPP”). The PPP was established as part of the Coronavirus Aid, Relief, and Economic Security Act and provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the business, subject to certain limitations. The PPP loan was paid off during 2025. Interest accrues at 1.0 % annually on the outstanding balance. The PPP loan was collateralized by all tangible and intangible personal property of the Company. During the year ended December 31, 2025, the Company repaid the remaining principal of $ 17,543 from December 31, 2024. The principal balance of Paycheck Protection Program Loans as of December 31, 2025, and December 31, 2024, were $ 0 and $ 17,543 , respectively. Promissory Notes In October 2024, the Company entered into a promissory note to extinguish an obligation to a vendor in which the Company promised to pay the vendor a principal amount of $ 119,000 , interest through October 15, 2024 totaling approximately $ 17,000 , attorney’s fees of $ 4,000 and additional interest from October 16, 2024 through the date of repayment of 18.0 % per annum. Principal payments of $ 20,000 are due on the 25 th of each month commencing on October 25, 2024. If five payments are made timely, the vendor agrees to waive the remaining balance due on the promissory note. The promissory note may be prepaid without penalty. On April 28, 2025, in connection with the acquisition of ATS, the Company assumed a commercial term loan with an outstanding balance of approximately $ 147,000 . The obligation was recognized at fair value as an assumed liability in the purchase price allocation. As of December 31, 2025, the outstanding balance was approximately $ 111,000 , all of which is classified as current, reflecting expected repayment within the next 12 months. The Company entered into six promissory note agreements in exchange for aggregate gross proceeds of $ 735,000 during April 2025 and May 2025. These notes were extinguished in exchange for the issuance of 3,724,864 shares of the Company’s common stock. Accordingly, the Company accounted for these exchanges as debt extinguishments under ASC 470-50, recognizing loss on extinguishment of $ 15,318 equal to the difference between the fair value of the common stock issued and the carrying amount of the converted debt, including any unamortized discount or premiums. Vehicle Notes The Company has thirteen vehicles that were acquired through the issuance of vehicle loans that were outstanding as of December 31, 2025. The maturities of these vehicle notes outstanding range from 2026 through 2029. Interest rates range from 4.99 % to 17.37 %. The Company defaulted on two of the vehicle notes during the year ended December 31, 2025 and the lender repossessed two of the vehicles. F-44 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2025, the Company extinguished $ 127,352 principal balance. Seller Note In January 2025, the Company entered into a promissory note (the “January 2025 Note”) with the individual from whom the Company acquired a business from in August 2024 which converts the unpaid cash consideration of $ 170,000 and accrued interest of approximately $ 6,000 from accounts payable to a seller note that matures on June 30, 2025. The unpaid balance of the principal amount bears interest at a rate of 14.0 % per annum, except in the event of a default when interest increases to 19.0 % per annum. An event of default is to have occurred if the unpaid principal and accrued interest thereon is not paid in full prior to the maturity date, if the Company makes an assignment for the benefit of creditors, or if the Company files for bankruptcy or another similar proceeding. In July 2025, the Company entered into the first amendment to the January 2025 Note (the “Amended January 2025 Note”), under which the Company is required to pay the lender approximately $ 26,000 towards the principal, approximately $ 14,000 of accrued interest, and the lender’s legal fees of approximately $ 3,000 . The Amended January 2025 Note extended the maturity date from June 30, 2025 to August 8, 2025 and increased the interest rate to 18.0 % effective July 1, 2025. In August 2025, the Company entered into a Second Amendment to the January 2025 Note (the “Second Amended January 2025 Note”), which extended the maturity date from August 8, 2025 to September 30, 2025 and required payment of an approximately $ 10,000 forbearance fee to the lender. These seller notes extensions were accounted for as debt modifications under ASC 470. On October 21, 2025, the Company fully repaid the note with a payment of $ 153,126 , consisting of $ 149,790 in principal and $ 3,336 in accrued interest. Following this payment, the note was retired in full and all related obligations were satisfied. On November 1, 2025, the Company entered into a Sale of Future Receivable Agreement, under which the Company received total funding of $ 60,000 . The agreement provides for repayment through weekly remittances based on a fixed percentage of the Company’s receivables until the total specified payback amount is satisfied. The funding is unsecured and does not carry traditional interest; instead, repayment is structured as a sale of a portion of future receivables at a discount. The proceeds from this financing were used for working capital and general corporate purposes. As of December 31, 2025, the outstanding balance was approximately $ 40,500 , all of which is classified as current, reflecting expected remittances within the next 12 months. During the year ending December 31, 2025, the Company extinguished $ 534,146 principal from all Seller Notes. The principal balance as of December 31, 2025, and December 31, 2024, were $ 1,070,813 and $ 1,434,959 respectively. Real Estate Promissory Notes On December 29, 2022, the Company entered into a Real Estate Promissory Note for land in Florida for a principal sum of $ 370,000 , which is collateralized by real estate with a maturity date of July 29, 2023. The Real Estate Promissory Note is secured by a mortgage on the property. The carrying value of the note, including accrued interest as of the filing date, is $ 442,000 . This note is in default and under legal proceedings (see Note 16). Sale of future receipts On January 4, 2024, the Company entered into a sale of future receipts agreement (“the January 2024 SFR Agreement”) whereby the Company sold and assigned $ 452,000 of future receipts in exchange for net cash proceeds of $ 343,000 , including a fee of $ 7,000 . As a result, the Company recorded a discount of $ 101,500 . The Company was required to remit a minimum of approximately $ 9,000 of weekly sales receipts until the future receipts assigned under the January 2024 SFR Agreement were repaid in full. Accordingly, the term was determined to be approximately one year . On January 30, 2024, the Company entered into a second sale of future receipts agreement, amending the January 2024 SFR Agreement, (the “Amended January 2024 SFR Agreement”) whereby the Company increased the amount of future receipts sold and assigned to the lender to $ 2,600,000 in exchange for net cash proceeds of approximately $ 2,077,000 , including a fee of approximately $ 3,000 . As a result, the Company recorded a discount of approximately $ 523,000 . The Company was required to remit a minimum of approximately $ 52,000 of weekly sales receipts until the future receipts assigned under the Amended January 2024 SFR Agreement were repaid in full. Accordingly, the term was determined to be approximately one year . F-45 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In connection with the Second January 30, 2024 SFR Agreement, the Company received an additional $ 1,054,286 (the “Additional Advance”). During September 2024, the Company entered into a note conversion agreements with one of the sale of future receipts agreement holders in which the Company converted the outstanding principal on the Amended January 2024 SFR Agreement, including accrued and unpaid interest, and the Additional Advance into shares of the Company’s common stock at a conversion price of $ 2.00 per share with a two share reset adjustments and a make-whole payment (see Note 14), subject to shareholder approval and a maximum aggregate ownership amount of 19.99 % for each individual lender. In connection with these agreements, $ 3,115,592 of secured promissory notes were extinguished in exchange for the issuance of 1,557,796 shares of the Company’s common stock (see Note 12). On May 23, 2024, the Company entered into a sale of future receipts agreement (the “May 2024 SFR Agreement”) whereby the Company sold and assigned approximately $ 149,000 of future receipts in exchange for net cash proceeds of approximately $ 118,000 , including a fee of approximately $ 3,000 . As a result, the Company recorded a discount of approximately $ 31,000 . The Company is required to remit a minimum of approximately $ 12,000 of monthly sales receipts until the future receipts assigned under the May 2024 SFR Agreement were repaid in full. Accordingly, the term of this agreement is approximately one year . In May 2025, the Company was issued a stipulation of settlement from the Supreme Court of the State of New Work, Count of Erie, under which it was required to pay $ 240,000 to settle the balance owed of approximately $ 302,000 on the May 2024 SFR Agreement. The Company is to repay the settlement balance through a conditional release of funds of approximately $ 17,000 held by a third party and monthly payments totaling approximately $ 14,000 until the settlement balance is paid in full. As of December 31, 2025, the outstanding balance was $ 88,228 , all of which is classified as current, reflecting expected remittances within the next 12 months. In October 2024, the Company entered into a sale of future receipts agreement (the “October 2024 SFR Agreement”) with the same lender of the May 2024 SFR Agreement whereby the Company sold and assigned approximately $ 310,000 of future receipts in exchange for net cash proceeds of approximately $ 170,000 , including a fee of approximately $ 3,000 and repayment of approximately $ 78,000 outstanding under the May 2024 SFR Agreement. As a result, the Company recorded a discount of approximately $ 63,000 . The Company is required to remit a minimum of approximately 8.0 % of monthly sales receipts until the future receipts assigned under the October 2024 SFR Agreement were repaid in full. Accordingly, the term of this agreement is approximately one year . The October 2024 SFR Agreement was accounted for as an extinguishment of the May 2024 SFR Agreement and approximately $ 9,000 loss on extinguishment was recorded on the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2024. On May 28, 2024, the Company entered into a second sale of future receipts agreement (the “Second May 2024 SFR Agreement”) whereby the Company sold and assigned $ 125,000 of future receipts in exchange for net cash proceeds of approximately $ 98,000 , including a fee of approximately $ 2,000 . As a result, the Company recorded a discount of approximately $ 27,000 . The Company is required to remit a minimum of approximately $ 6,000 of bi-weekly sales receipts until the future receipts assigned under the Second May 2024 SFR Agreement were repaid in full. Accordingly, the term of this agreement is approximately one year . In May 2025, the Company was issued a stipulation of settlement from the Supreme Court of the State of New Work, Count of Erie, under which it was required to pay $ 140,000 to settle the balance owed of approximately $ 184,000 on the Second May 2024 SFR Agreement. The Company is to repay the settlement balance through a conditional release of funds of approximately $ 42,000 held by a third party and monthly payments totaling approximately $ 8,000 until the settlement balance is paid in full. As of December 31, 2025, the outstanding balance was $ 25,586 , all of which is classified as current, reflecting expected remittances within the next 12 months. In November 2024, the Company entered into a sale of future receipts agreement (the “November 2024 SFR Agreement”) with the same lender of the Second May 2024 SFR Agreement whereby the Company sold and assigned approximately $ 201,000 of future receipts in exchange for net cash proceeds of approximately $ 97,000 , including a repayment of $ 60,000 outstanding under the Second May 2024 SFR Agreement. As a result, the Company recorded a discount of approximately $ 41,000 . The Company is required to remit a minimum of approximately $ 8,000 of bi-weekly sales receipts until the future receipts assigned under the November 2024 SFR Agreement were repaid in full. Accordingly, the term of this agreement is approximately one year . The November 2024 SFR Agreement was accounted for as an extinguishment of the Second May 2024 SFR Agreement and approximately $ 7,000 loss on extinguishment was recorded on the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2024. On July 24, 2024, the Company entered into a sale of future receipts agreement (the “July 2024 SFR Agreement”) whereby the Company sold and assigned approximately $ 209,000 of future receipts in exchange for net cash proceeds of approximately $ 144,000 , including a fee of $ 6,000 . As a result, the Company recorded a discount of approximately $ 65,000 . The Company is required to remit 10.0 % of daily receipts until the future receipts assigned under the July 2024 SFR Agreement were repaid in full. The estimated term of this agreement is approximately one year , based on expected daily collections. The July 2024 SFR Agreement includes an option for F-46 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS early payoff with discounts on the remaining balances. As of December 31, 2025, the outstanding balance was $ 91,905 , all of which is classified as current, reflecting expected remittances within the next 12 months. In November 2024, the Company entered into a sale of future receipts agreement (the “Second November 2024 SFR Agreement”) with the same lender of the July 2024 SFR Agreement whereby the Company sold and assigned approximately $ 313,000 of future receipts in exchange for net cash proceeds of approximately $ 96,000 , including a fee of approximately $ 9,000 and repayment of approximately $ 120,000 outstanding under the July 2024 SFR Agreement. As a result, the Company recorded a discount of approximately $ 88,000 and interest expense of approximately $ 9,000 . The Company is required to remit a minimum of approximately $ 7,000 of weekly sales receipts until the future receipts assigned under the Second November 2024 SFR Agreement were repaid in full. Accordingly, the term of this agreement is approximately one year . The Second November 2024 SFR Agreement was accounted for as an extinguishment of the July 2024 SFR Agreement and approximately $ 34,000 loss on extinguishment was recorded on the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2024. On September 19, 2024, the Company entered into a sale of future receipts agreement (the “September 2024 SFR Agreement”) whereby the Company sold and assigned approximately $ 107,000 of future receipts in exchange for net cash proceeds of $ 74,000 , including a fee of $ 2,000 . As a result, the Company recorded a discount of $ 33,000 . The Company is required to remit 6.32 % of weekly sales receipts until the future receipts assigned under the September 2024 SFR Agreement were repaid in full. The estimated term of this agreement is approximately one year , based on expected daily collections. On November 8, 2024, the Company entered into a sale of future receipts agreement (the “November 2024 SFR Agreement”) whereby the Company sold and assigned approximately $ 112,000 of future receipts in exchange for net cash proceeds of approximately $ 76,000 , including a fee of approximately $ 4,000 . As a result, the Company recorded a discount of approximately $ 36,000 . The Company is required to remit a minimum of approximately $ 5,000 of weekly sales receipts until the future receipts assigned under the May 2024 SFR Agreement were repaid in full. Accordingly, the term of this agreement is approximately one year . In March 2025, the Company entered into a payment agreement to extinguish the balance owed on the September 2024 Sale of Future Receipts (“SFR”) Agreement of approximately $ 69,000 for a cash payment of $ 25,000 . The Company paid the amount in full during March 2025 and accounted for the payment agreement as an extinguishment of the June 2024 SFR Agreement and recorded approximately $ 12,000 as a gain on extinguishment on the accompanying consolidated statement of operations and comprehensive loss. In March 2025, the Company was issued a stipulation of settlement from the Supreme Court of the State of New York, County of Sullivan, under which it was required to pay $ 30,000 to settle the balance owed on the November 2024 SFR Agreement of approximately $ 53,000 , including principal and accrued interest. The Company paid the amount in full during May 2025 and accounted for the payment agreement as an extinguishment of the November 2024 SFR Agreement and recorded approximately $ 2,000 as a gain on extinguishment on the accompanying consolidated statement of operations and comprehensive loss. On April 28, 2025, in connection with the acquisition of SESB, the Company assumed a sales-of-future-receipts (merchant cash advance) obligation with an outstanding balance of approximately $ 48,000 . The obligation was recognized at fair value as an assumed liability in the purchase price allocation. As of December 31, 2025, the outstanding balance was approximately $ 22,000 , all of which is classified as current, reflecting expected remittances within the next 12 months. On November 7, 2025, the Company entered into a Revenue Purchase and Sale of Future Receivable Agreements with two lenders, under which the Company received total funding of $ 210,000 . The agreements provide for repayment through weekly remittances based on a fixed percentage of our receivables until the total specified payback amount is satisfied. The funding is unsecured and does not carry traditional interest; instead, repayment is structured as a sale of a portion of future receivables at a discount. The proceeds from these financings are being used for working capital and general corporate purposes, including operating cash flow management and near-term growth initiatives. As of December 31, 2025, the aggregate outstanding balance was approximately $ 154,000 , all of which is classified as current, reflecting expected remittances within the next 12 months. On November 12, 2025, the Company entered into a Sale of Future Receivable Agreement with a lender, under which the Company received total funding of $ 150,000 . The agreement provides for repayment through periodic remittances based on a specified percentage of the Company’s average sale revenue until the total specified payback amount is satisfied. The funding is unsecured and does not carry traditional interest; instead, repayment is structured as a sale of a portion of future receivables at a discount. The proceeds from this financing are being used for working capital and general corporate purposes, including operating cash flow management and near-term growth initiatives. As of December 31, 2025, the aggregate outstanding balance was approximately $ 114,000 , all of which is classified as current, reflecting expected remittances within the next 12 months. F-47 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Since the Company has significant continuing involvement in the generation of future cash flows due under these agreements among other indicators, pursuant to ASC 470-10-25-2, Debt- Sales of Future Revenues or Other Various Measures of Income, the Company has reflected any future commitments associated with these agreements as debt. Business Loan and Security Agreement: In October 2025, the Company entered into a new funding relationship with a lender, pursuant to which the Company received two separate unsecured loans totaling approximately $ 390,000 . On October 1, 2025, the Company issued a promissory note in the principal amount of $ 230,160 with an original issue discount of $ 24,660 and a one-time interest charge of 12 %, maturing on July 30, 2026. On October 7, 2025, we issued a second promissory note in the principal amount of $ 160,160 with an original issue discount of $ 17,160 , also carrying a 12 % one-time interest charge and maturing on August 15, 2026. Both loans are unsecured and permit early repayment without penalty. The funding provides the Company with additional working capital flexibility to support growth initiatives, including technology integration and acquisition-related activities. On October 23, 2025, the Company entered into a Business Loan and Security Agreement with a lender, under which the Company received total funding of $ 250,000 . The agreement provides for repayment through weekly remittances based on a fixed percentage of our receivables until the total specified payback amount is satisfied. The funding is unsecured and does not carry traditional interest; instead, repayment is structured as a sale of a portion of future receivables at a discount. The proceeds from this financing are being used for working capital and general corporate purposes, including operating cash flow management and near-term growth initiatives. On October 27, 2025, the Company entered into a Business Line of Credit Agreement with a lender, providing the Company with borrowing capacity of up to $ 43,100 . As of the filing date, the Company had drawn $ 42,000 under the line of credit. In accordance with the agreement, the outstanding balance will be repaid in twelve equal monthly installments. Purchase Order Financing Facility On September 18, 2025, County Comfort Services, LLC (“CCS”), a wholly owned subsidiary, entered into a Factoring & Security Agreement to provide purchase-order and accounts-receivable financing of up to $ 4,000,000 . Under the facility, the lender may advance up to 85 % of eligible receivables (generally up to 60 days from invoice date) or, for approved purchase orders, up to the cost of product plus shipping prior to invoicing. The facility is secured by a first-priority lien on substantially all of CCS’s accounts receivable and a blanket security interest in other assets and is guaranteed by the Company. Interest/fees and repayment terms - For accounts receivable financing, charges accrue at 1.55 % for the first 30 days after advance, plus 0.55 % for each additional 10-day period thereafter; invoices outstanding more than 60 days incur an additional 1.00 % per 10-day period (minimum $ 25 per invoice). For purchase order (“PO”) financing, charges accrue at 1.625 % per 15-day period from the date funds are advanced to the vendor until the related invoice is verified and funded. The agreement includes a 12-month term, minimum annual volume equal to 100 % of the facility amount, and standard reporting covenants. As of December 31, 2025, the Company received approximately $ 735,000 advanced under the facility for operations and repaid entire advance along with an interest of approximately $ 78,000 . D&O Insurance Premium Financing On July 15, 2025, the Company entered into a premium finance agreement with a lender, to finance its directors’ and officers’ liability insurance policies for the July 15, 2025 to July 15, 2026 policy term. The total annual premiums, taxes and fees were $ 434,500 , against which the Company made a down payment of $ 108,625 and financed the remaining $ 325,875 . The financed amount bears interest at an annual percentage rate of 8.39 % and is payable in nine monthly installments of $ 37,486 beginning August 15, 2025. The agreement grants the lender a first-priority security interest in the financed policies and related unearned premiums and gives the lender the right to cancel the policies and apply any return premium to the outstanding balance in the event of default. As of December 31, 2025, the outstanding balance under the premium finance agreement was approximately $ 147,000 . Finance charges related to this agreement is recognized in the Consolidated Statements of Operations and Comprehensive Loss within interest expense. Notes Payable: Libertas Settlement and Termination Agreement On January 30, 2024, the Company entered into a second sale of future receipts agreement, amending the January 2024 SFR Agreement, (the “Amended January 2024 SFR Agreement”) whereby the Company increased the amount of future receipts sold and assigned to the lender to $ 2,600,000 in exchange for net cash proceeds of approximately $ 2,077,000 , including a fee of approximately $ 3,000 . As a result, the Company recorded a discount of approximately $ 523,000 . The Company was required to remit a minimum of F-48 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS approximately $ 52,000 of weekly sales receipts until the future receipts assigned under the Amended January 2024 SFR Agreement were repaid in full. Accordingly, the term was determined to be approximately one year . In connection with the Second January 30, 2024 SFR Agreement, the Company received an additional $ 1,054,286 (the “Additional Advance”). Such amounts received were provided to the Company in error and are due and payable in full to the lender. During September 2024, the Company entered into a note conversion agreements with one of the sale of future receipts agreement holders in which the Company converted the outstanding principal on the Amended January 2024 SFR Agreement, including accrued and unpaid interest, and the Additional Advance into shares of the Company’s common stock at a conversion price of $ 2.00 per share with a two share reset adjustments and a make-whole payment (see Note 12), subject to shareholder approval and a maximum aggregate ownership amount of 19.99 % for each individual lender. In connection with these agreements, $ 3,115,592 of secured promissory notes were extinguished in exchange for the issuance of 1,557,796 shares of the Company’s common stock (see Note 12). On September 24, 2025, we entered into a Settlement and Termination Agreement with Libertas Funding, LLC (“Libertas”), resolving all outstanding obligations under the prior Agreement of Sale of Future Receivables and Debt Conversion Agreement. Libertas terminated its senior secured lien and released all related financing statements and security interests. We acknowledged a remaining principal balance of approximately $ 3,100,000 and agreed to a structured repayment plan providing for initial weekly payments followed by bi-monthly installments beginning in October 2025, with stepped increases tied to our planned uplisting. The agreement also provides us the right to redeem 1,557,796 shares of our common stock held by Libertas for nominal consideration following full repayment. The settlement eliminated the derivative features, and the obligation is presented as debt measured at amortized cost from the settlement date. (See Note 11 for derivative derecognition.) The Settlement and Termination Agreement was accounted for as an extinguishment of the derivative liability and recognition of a new debt obligation. The related derivative liability was derecognized, and a new debt obligation was recorded at fair value, resulting in a discount to the face amount of $ 3,115,592 . The difference between the carrying amount of the derivative liability extinguished and the fair value of the new debt resulted in a gain on extinguishment of approximately $ 293,598 , which was recognized in other (expense) income, net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025. The discount is being amortized to interest expense over the repayment period using the effective interest method. On November 17, 2025, Libertas Funding, LLC entered into three separate stock purchase agreements with third-party investors pursuant to which it sold an aggregate of 1,557,996 shares of the Company’s common stock for total cash consideration of $ 280,403.28 , or approximately $ 0.18 per share. The proceeds from these transactions were contractually applied as a dollar-for-dollar offset against the Company’s outstanding payment obligations to Libertas under the existing Settlement and Termination Agreement, thereby reducing the debt balance by approximately $ 280,000 . In connection with these transactions, the Company waived the applicable lock-up restrictions and relinquished its right to redeem the shares for nominal consideration of $1.00. The Company evaluated the modification under ASC 470-50, including the 10% cash flow test in ASC 470-50-40-10, and concluded that the present value difference between the original and revised cash flows was less than 10 %. Accordingly, the November 17, 2025 changes were accounted for as a debt modification rather than an extinguishment, no gain or loss was recognized in the consolidated statements of operations, and a new effective interest rate was computed prospectively based on the revised carrying amount and modified future cash flows, with the resulting discount amortized to interest expense over the remaining repayment period using the effective interest method. See Note 11. Assumed 2024 Note On the Closing Date, the Company assumed MCAC’s promissory note totaling $ 3,680,000 (the “Assumed 2024 Note”) that matures in July 2025. The Company is obligated to pay 10.0 % of the aggregate gross proceeds from any sale of equity or equity derivative instruments of the Company while the Assumed 2024 Note is outstanding. Five days prior to the maturity date (and only five days prior to the maturity date), the Company may elect to convert the Assumed 2024 Note into shares of the Company’s common stock based at the average volume weighted average price value for the five -business day period preceding the maturity date (subject to compliance with applicable rules of the Nasdaq). The Assumed 2024 Note becomes due and payable following specified events of default if (i) the holder of the Assumed 2024 Note provides written notice if Company defaults on any payments due under the terms of the Assumed 2024 Note or (ii) automatically if the Company commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under bankruptcy or other similar laws. The Company has not received written notice from the holder of the Amended 2024 Note in regards to the missed initial mandatory payment as of December 31, 2024. F-49 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Assumed 2024 Convertible Note is non-interest bearing, except in the case of an Event of Default (as defined in the agreement), at which point the interest rate increases to a rate of 10.0 % per annum until such event of default is cured. The Company paid $ 50,000 of the initial mandatory payment of $ 500,000 within thirty calendar days of the effective date of the Assumed 2024 Note, and such triggered an event of default. ​ NOTE 10: STOCK BASED COMPENSATION 2019 Equity Incentive Plan For periods prior to the reverse recapitalization (See Note 4), the 2019 Plan as approved by the board of directors (the “Board”), permitted the granting of stock options (including both nonqualified stock options and incentive stock options) to directors, executive officers, employees, consultants, advisors, independent contractors and other service providers of the Company, who, in the opinion of the Board, are in a position to make a significant contribution to the success of the Company. As of December 31, 2025, there were 473,922 shares of the Company’s common stock authorized for issuance under the 2019 Plan. Legacy Options converted into an option to purchase a number of shares of Company common stock equal to the product of the number of shares of Legacy ConnectM common stock and the Exchange Ratio at an exercise price per share equal to the exercise price of the Legacy Option divided by the Exchange Ratio. Each exchanged option is governed by the same terms and conditions applicable to the Legacy Option prior to the Business Combination. No further grants can be made under the 2019 Plan. The option exercise price for all grantees equals the stock’s estimated fair value on the date of the grant, after giving effect to the Exchange Ratio. The Board determined the fair value of common stock at the time of grant by considering a number of objective and subjective factors, including independent third-party valuations of the Company’s common stock, operating and financial performance, the lack of liquidity of capital stock, and general and industry-specific economic outlook, amongst other factors. The Company believes the fair value of the stock options granted to nonemployees is more readily determinable than the fair value of the services received. The fair value of each option is estimated on the date of the grant using the Black-Scholes option-pricing model in order to measure the compensation cost associated with the award. This model incorporates the following assumptions for inputs: ● Expected volatility in the market value of the underlying common stock: The expected volatility was determined by examining the historical volatilities of a group of industry peers, as the Company did not have any trading history for the Company’s common stock. ● Expected term: For employees, the expected term is determined using the “simplified” method as prescribed by the SEC’s Staff Accounting Bulletin No 107, Share-Based Payment, to estimate on a formula basis the expected term of the Company’s employee stock options which are considered to have “plain vanilla” characteristics. For nonemployees, the expected term represents the contractual term of the option. ● Risk-free interest rate: The risk-free interest rate was based upon quoted market yields for the United States Treasury instruments with terms that were consistent with the expected term of the Company’s stock options. ● Expected dividend yield of the underlying common stock: The expected dividend yield was based on the Company’s history and management’s current expectation regarding future dividends. F-50 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS A summary of the activity under the 2019 Plan at December 31, 2025 and 2024, and changes during the same periods is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average ​ ​ ​ ​ Weighted-average ​ Remaining ​ ​ Options ​ Exercise Price ​ Contractual Life Outstanding at January 1, 2024 ​ 473,929 ​ $ 0.70 ​ 5.2 Granted ​ — ​ — ​ Exercised ​ — ​ — ​ Forfeited ​ — ​ — ​ Outstanding at December 31, 2024 ​ 473,929 ​ ​ 0.70 ​ 4.2 Granted — ​ — ​ Exercised — ​ — ​ Forfeited — ​ — ​ Outstanding at December 31, 2025 473,929 ​ $ 0.70 3.2 Vested and exercisable at December 31, 2024 473,929 ​ $ 0.70 4.2 Vested and exercisable at December 31, 2025 473,929 ​ $ 0.70 3.2 ​ As of December 31, 2025, the options outstanding and exercisable have an intrinsic value of approximately $ 194,310 and $ 288,000 , respectively. Share-based compensation expense during the years ended December 31, 2025 and 2024 was less than $ 1,000 . As of December 31, 2025, there was no unrecognized compensation cost related to share-based payments. 2023 Equity Incentive Plan The Company’s shareholders approved the 2023 Plan on July 10, 2024 in connection with the Business Combination. The 2023 Plan is administered by the Board. The selection of participants, allotment of shares, determination of price and other conditions are approved by the Board at its sole discretion in order to attract and retain personnel instrumental to the success of the Company. Under the 2023 Plan, shares of the Company’s common stock may be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards, and other equity-based awards. The maximum aggregate number of shares of the Company’s common stock that may be issued under the 2023 Plan is equal to 10 % of the outstanding shares of the Company’s common stock on the Closing Date less the number of shares of the Company’s common stock subject to the Legacy Options (the “Total Share Reserve”. The Total Share Reserve will be increased automatically on January 1 of each year during the term of the 2023 Plan by the lesser of (i) 4.0 % of the shares of common stock outstanding on December 31 of the prior year, or (ii) a smaller number of shares as determined by the Board. The maximum number of shares of Company’s common stock with respect to which incentive stock options may be granted under the 2023 Plan is 100,000,000 shares. As of December 31, 2025, the Total Share Reserve was 2,113,405 shares of the Company’s common stock. No grants have been authorized to date by the Company’s Board and the compensation committee under the 2023 Plan. During July 2024, the Company entered into a twelve-month capital markets advisory agreement (the “CMA Agreement”) under which the Company would compensate the vendor $ 1,500,000 , payable in either cash consideration or stock consideration at the Company’s election. The CMA Agreement provided the vendor with a share reset adjustment such that the vendor would receive additional shares if the five -day VWAP of the Company’s common stock was less than $ 10.00 per share, subject to a floor of $ 2.50 per share. At issuance, the Company determined that the obligation would be predominantly settled in a fixed number of shares equal to the floor price of $ 2.50 per share. Accordingly, the Company determined 600,000 shares of its common stock would be issued to settle its obligation under the CMA Agreement and determined the fair value of the CMA Agreement was $ 1,428,000 using the closing share price on the date of issuance. These shares were issued during the year ended December 31, 2024 For the year ended December 31, 2024, $ 659,077 was recognized as selling, general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss for these restricted stock grants. As of December 31, 2024, $ 768,923 of unrecognized expense is included as a component of prepaid expenses on the accompanying consolidated balance sheets and is expected to be recognized over a weighted average service period of 0.5 years. During the year ended December 31, 2025, the remaining $ 768,923 of previously unrecognized expense was fully recognized as selling, general and administrative expense, and no unrecognized expense related to these restricted stock grants remained as of December 31, 2025. F-51 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Restricted stock grants and stock issuances During July 2024, the Company entered into a six-month term marketing services agreement under which the company issued 150,000 restricted shares of the Company’s common stock with a fair value of $ 178,500 , as determined on the issuance date using the reported closing share price, as consideration for services to be performed. The restriction is lifted at the time the shares are included on a registration statement that is declared effective. During December 2024, the Company entered into service agreements with two service providers under which the company issued 100,000 and 35,000 restricted shares of the Company’s common stock with a fair value of $ 91,000 and $ 31,850 , respectively, as determined on the issuance date using the reported closing share price, as consideration for services to be performed over a four-month and six-month service period, respectively. The restriction on the shares is lifted at the time the shares are included on a registration statement that is declared effective As of December 31, 2025 and 2024, there were 3,376,332 and 285,000 shares of the Company’s common stock that were issued and outstanding. For the year ended December 31, 2025 and 2024, $ 1,460,258 and $ 178,396 was recognized as selling, general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss for these restricted stock grants based on the fair value of stock on the date of issuance. During 2025, 1,013,023 shares was granted to Non-employees and 2,363,309 shares was granted to Director and employee, out of which 550,000 shares are granted to related parties. During 2024, the entire number of shares was granted to non-employees. As of December 31, 2025 and 2024, $ 82,975 and $ 122,954 of unrecognized expense is included as a component of prepaid expenses on the accompanying consolidated balance sheets and is expected to be recognized over a weighted average service period of 0.2 years. There were no restricted stock grants prior to July 2024. NOTE 11: DERIVATIVE FINANCIAL INSTRUMENTS Debt conversion share adjustment obligations Share Reset Derivative Liabilities : In connection with five conversion agreements entered into during September 2024, the Company provided vendors and lenders with a one-time share reset adjustment (the “Share Reset”) such that the vendors and lenders would receive additional shares equal to the difference between the number of shares of the Company’s common stock that would be issued at the reset price on the reset date less the number of Conversion Shares. Three of these conversion agreements were with related parties. The reset price was set to be the greater of the VWAP of the Company’s common stock for the five trading days preceding the reset date or $ 1.25 . The reset day was defined as the earlier of (i) six months from the date of the conversion agreement and (ii) the date that a registration statement registering the conversion shares is declared effective. If the reset price is less than $ 2.00 per share, additional shares shall be issued to the vendors and lenders equal to the quotient obtained by dividing the (i) product of (A) the conversion price of $ 2.00 less the reset price and (B) the number of Conversion Shares by (ii) the reset price. The Share Reset feature was analyzed in accordance with ASC 815 and determined to be a financial instrument that was required to be bifurcated and accounted for as a derivative liability, which was recorded at fair value at inception and re-measured to fair value each reporting period. On March 31, 2025, 2,737,168 shares were issued in accordance with the terms of the Share Reset provisions on five conversion agreements at a fair value of $ 1,712,005 , as determined by the closing price on the date of issuance, extinguishing the Company’s share adjustment obligations pursuant to the respective conversion agreements. Forward Purchase Agreement : On December 31, 2022, MCAC, Meteora Special Opportunity Fund (“Meteora”), and Legacy ConnectM entered into a forward purchase agreement (the “FPA”) providing for an over-the counter prepaid equity forward transaction relating to MCAC’s Class A common stock. Pursuant to the terms of the FPA, at the closing of the Business Combination, Meteora purchased directly from the stockholders of MCAC 3,248,466 shares of Class A common stock (the “Recycled Shares”) at a price of $ 11.36301754 per share (the “Initial Price”), which is the price equal to the redemption price at which holders of Class A common stock were permitted to redeem their shares in connection with the Business Combination. The FPA liability was recorded as part of the Business Combination, and as such was recorded at MCAC’s historical cost on the Closing Date. The FPA was accounted for as a derivative financial instrument that was re-measured to fair value in each reporting period, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. F-52 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In accordance with the terms of the FPA, immediately subsequent to the closing of the Business Combination, the Company paid to Meteora an aggregate cash amount of approximately $ 36,543,000 (the “Prepayment Amount”), which was equal to (i) the product of (a) the Recycled Shares and (b) the Initial Price, (ii) less 1.0 % of the product of (a) the Recycled Shares and (b) the Initial Price (the “Prepayment Shortfall”). In addition to the Prepayment amount, the Company paid one -half of 1.0 % of the Prepayment Shortfall, approximately $ 185,000 , to Meteora that is due back to the Company on the earlier of (a) the effective date of the registration statement or (b) the OET Date (as defined in the FPA). The Company also paid to Meteora a cash amount equal to (a) the product of 40,000 and the Initial Price (the “Additional Consideration”), approximately $ 455,000 , to reimburse Meteora for additional shares Meteora acquired from third parties prior to the Closing Date, (b) the product of the Prepayment Amount and 0.75 % , approximately $ 277,000 , and (c) brokerage expenses of approximately $ 164,000 . In August 2024, the Company and Meteora amended the FPA (the FPA as amended, the “2024 FPA” and the amendment to the FPA, the “FPA Amendment”), primarily changing the ● settlement method provision from physical settlement to cash settlement. ● maturity date to be the earliest to occur of (a) the third anniversary of the Closing Date, (b) the date specified by Meteora in a written notice delivered to the Company after the occurrence of (i) a Trigger Event (as defined in the 2024 FPA) or (ii) a Delisting Event (as defined in the 2024 FPA), (c) the date specified by Meteora in a written notice at Meteora’s sole discretion. ● Prepayment Shortfall to 0.5 % of the product of the number of Recycled Shares and the Initial Price and permitting the Company to request shortfall payments in intervals of $ 300,000 after Meteora has recovered 120.0 % of the Prepayment Shortfall. Accordingly, the Company wrote off the other receivable totaling $ 185,000 owed from Meteora for one -half of the 1.0 % of the Prepayment Shortfall that was included as a component of other current assets on the accompanying consolidated balance sheets. ● Reset Price to the lower of (a) the then current Reset Price, (b) the Initial Price, (c) the volume-weighted average price (the “VWAP”) of the Shares of the prior week, but not lower than $ 2.00 , provided the Reset Price may be further reduced pursuant to a Dilutive Offering Reset (as defined in the FPA). In addition, the FPA Amendment added terms around the Settlement Amount and the Settlement Amount Adjustment, both defined in the 2024 FPA. There were no shares sold pursuant to the FPA between the Closing Date and the date the FPA Amendment was executed. The FPA Amendment was deemed to be a modification and the Company recognized a gain of $ 1,547,236 on the modification of the FPA, which is net of the amount due from Meteora for one -half of the 1.0 % of the Prepayment Shortfall, and is included as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. In December 2024, the Company and Meteora amended the 2024 FPA (the 2024 FPA as amended, the “Amended 2024 FPA” and the amendment to the 2024 FPA, the “Second FPA Amendment”), whereby Meteora waived the requirement to adjust the Reset Price for a dilutive offering and the VWAP Trigger Event through December 31, 2025 that may occur in connection with the Company entering into the SEPA. In exchange for the entering into the Second FPA Amendment, the Company released 500,000 shares of the Company’s common stock held by Meteora from their designation as Recycled Shares. The Second FPA Amendment’s most significant changes deleted the definitions of Reset Price and Prepayment Shortfall from the FPA Amendment and replaced these as follows: ● Reset Price to the lower of (a) the then current Reset Price, (b) the Initial Price, (c) the VWAP of the Shares of the prior week, but not lower than $ 2.00 , and (d) the price per share of the issuance of any shares upon conversion of amounts due to Yorkville pursuant to the SEPA (other than the issuance of shares to pay the SEPA commitment fee), but not lower than $ 1.00 ; provided the Reset Price may be further reduced pursuant to a Dilutive Offering Reset (as defined in the FPA) ● Prepayment shortfall to 0.5 % of the product of the number of Recycled Shares and the Initial Price and permitting the Company to request shortfall payments in intervals of $ 300,000 (at any time up to forty-five calendar days prior to the Valuation Date) after (i) Meteora has recovered 130.0 % of the Prepayment Shortfall and (ii) the VWAP Price over the ten trading days prior to an Additional Shortfall Request multiplied by the then current number of shares (excluding unregistered shares) held by Meteora less Shortfall Sale Shares be at least seven times greater than the Additional Shortfall Request and (iii) the average daily value traded over the prior ten F-53 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS trading days be at least seven times greater than the Additional Shortfall Request (with (i), (ii), and (iii) collectively the “Equity Conditions”). Meteora has the right, but not the obligation to waive the Equity Conditions for each Additional Shortfall Request. During the year ended December 31, 2024, Meteora sold 1,044,576 shares pursuant to the 2024 FPA and the Company received cash proceeds of $ 1,000,000 . On April 2, 2025, the Company entered into a mutual termination agreement with Meteora Capital Partners, LP (“Meteora”) to terminate the Amended 2024 FPA (the “FPA Termination Agreement”) in exchange for termination consideration of $ 500,000 . Pursuant to the FPA Termination Agreement, the 1,618,948 shares of the Company’s common stock that Meteora held as of the termination date of April 2, 2025 were deemed free and clear of all obligations, the number of Recycled Shares was equal to zero , and the Prepayment Shortfall was deemed to be zero . The Company received termination consideration of $ 500,000 from Meteora in April 2025. Pursuant to the FPA Termination Agreement, the Company recorded a change in fair value of $ 971,000 during the year ended December 31, 2025. Libertas Settlement and Termination Agreement : On September 24, 2025, the Company executed a Settlement and Termination Agreement with Libertas that terminated the derivative features under the prior Agreement of Sale of Future Receivables and Debt Conversion Agreement. ​ NOTE 12: FAIR VALUE MEASUREMENTS The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level I ​ ​ ​ Level II ​ ​ ​ Level III ​ ​ ​ Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase agreement ​ $ — ​ $ — ​ $ — ​ $ — Total assets ​ $ — ​ $ — ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ — ​ $ 234,389 ​ $ 234,389 3(a)(10) Settlement Agreement ​ ​ — ​ ​ — ​ ​ 3,634,000 ​ ​ 3,634,000 Contingent consideration ​ ​ — ​ ​ — ​ ​ 1,771,390 ​ ​ 1,771,390 Convertible debt ​ ​ — ​ ​ — ​ ​ 5,321,303 ​ ​ 5,321,303 Total liabilities ​ $ — ​ $ — ​ $ 10,961,082 ​ $ 10,961,082 ​ The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level I ​ ​ ​ Level II ​ ​ ​ Level III ​ ​ ​ Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase agreement ​ $ — ​ $ — ​ $ 1,471,000 ​ $ 1,471,000 Total assets ​ $ — ​ $ — ​ $ 1,471,000 ​ $ 1,471,000 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ — ​ $ 4,229,478 ​ $ 4,229,478 Contingent consideration ​ ​ — ​ ​ — ​ ​ 434,174 ​ ​ 434,174 Convertible debt ​ ​ — ​ ​ — ​ ​ 8,542,323 ​ ​ 8,542,323 Total liabilities ​ $ — ​ $ — ​ $ 13,205,975 ​ $ 13,205,975 ​ F-54 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company did not make any transfers into or out of Level 3 of the fair value hierarchy during the years ended December 31, 2025 and 2024. The following table provides a reconciliation of our assets and liabilities measured at fair value using Level 3 inputs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward ​ ​ ​ 3(a)(10) ​ ​ ​ ​ ​ ​ Purchase ​ Derivative ​ Settlement ​ Contingent ​ Convertible ​ ​ ​ ​ Agreement ​ ​ ​ liabilities ​ ​ ​ Agreement ​ ​ ​ consideration ​ ​ ​ debt Balance, December 31, 2024 ​ $ 1,471,000 ​ $ ( 4,229,478 ) ​ $ — ​ $ ( 434,174 ) ​ $ ( 8,542,323 ) Cash payment/(receipt) ​ ​ ( 500,000 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ 637,500 Issuances ​ ​ — ​ ​ — ​ ​ ( 11,624,000 ) ​ ​ — ​ ​ ( 8,762,250 ) Settlement through issuance of Company's common stock and other adjustment ** ​ ​ — ​ ​ 4,360,247 ​ ​ 8,711,829 ​ ​ — ​ ​ 11,276,082 Gain on extinguishment of debt and vendor payable ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,261,222 Loss on issuance of financial instruments ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 45,250 ) Additional RJZ settlement amount* ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Reclass from level 3 ​ ​ — ​ ​ — ​ ​ — ​ ​ 215,612 ​ ​ — Change in fair value ​ ​ ( 971,000 ) ​ ​ ( 365,158 ) ​ ​ ( 721,829 ) ​ ​ ( 111,664 ) ​ ​ ( 2,146,284 ) Ending balance, December 31, 2025 ​ $ — ​ $ ( 234,389 ) ​ $ ( 3,634,000 ) ​ $ ( 330,226 ) ​ $ ( 5,321,303 ) * Contingent Consideration also includes current portion of crystallized contingent consideration amounting to $ 417,163 and RJZ settlement amounting to $ 1,024,001 which are not included in the table above as these are not fair valued. ** Other adjustment consist of $ 3,630,000 related to convertible debt liabilities transferred to 3(a)(10) and settlement of derivative liabilities of Libertas amounting to $ 2,648,508 by way of extinguishment (refer Note 11). Fair Value of Level 3 Financial Instruments Certain financial instruments, including SEPA convertible notes, instruments related to 3(a)10 Settlement Agreement and Derivative Liabilities contain embedded features that require bifurcation and measurement at fair value under ASC 815. These instruments are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. In prior periods, the Company utilized a Monte Carlo simulation model to estimate fair value where valuation depended on future stock price variability and path-dependent assumptions. As of December 31, 2025, for certain convertible notes, the reset provisions were based on the Company’s closing stock price at year-end and were not dependent on future contingent events, and accordingly fair value was determined using the intrinsic value of the reset feature at the measurement date. For other convertible notes where the settlement outcome remained uncertain, the Company applied a probability-weighted pay-off approach, assigning probabilities to each potential settlement scenario (e.g., cash repayment, conversion, or default) to estimate the fair value of the embedded derivative at the reporting date. Convertible Notes Payable The Company’s carrying value and fair value for the convertible notes payable for which the Company elected the fair value option is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ ​ Carrying Value ​ ​ Fair Value ​ ​ Carrying Value ​ ​ Fair Value 2024 Convertible Notes ​ $ — ​ $ — ​ $ 2,440,000 ​ $ 2,547,209 2025 Convertible Notes ​ ​ 3,212,250 ​ ​ 3,778,303 ​ ​ — ​ ​ — Assumed 2024 Note ​ ​ — ​ ​ — ​ ​ 3,630,000 ​ ​ 3,630,000 SEPA Convertible Note* ​ ​ 1,386,975 ​ ​ 1,543,000 ​ ​ 2,500,000 ​ ​ 2,365,114 ​ ​ $ 4,599,225 ​ $ 5,321,303 ​ $ 8,570,000 ​ $ 8,542,323 * SEPA convertible note includes the SEPA option derivative liability of $ 65,114 as on December 31, 2024. ​ The change in fair value on convertible debt resulted in a loss of approximately $ 2,146,000 and a loss of approximately $ 1,708,000 for the years ended December 31, 2025 and 2024, which was recorded as a component of other income (expense) on the accompanying consolidated statements of operations and comprehensive loss. F-55 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2024 Convertible Notes, and 2025 Convertible Notes: The 2025 Convertible Notes, and 2024 Convertible Notes are re-measured to fair value at each reporting period using the following relevant assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ December 31, 2024 ​ Discount rate ​ ​ 20.0 - 65.0 % ​ 20.0 % Probability of conversion at maturity scenario ​ ​ 30.0 - 100.0 % ​ 70.0 - 100.0 % Probability of voluntary conversion scenario/event of default scenarios ​ ​ 0.0 - 70.0 % ​ 0.0 - 30.0 % Remaining term for conversion at maturity scenario/event of default scenarios ​ ​ 0.01 - 0.52 years ​ ​ 0.01 - 0.28 years ​ Remaining term for voluntary conversion scenario ​ ​ 0.01 - 0.52 years ​ ​ 0.01 - 0.03 years ​ ​ SEPA Convertible Note: The fair value measurement of the SEPA Convertible Note is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs (refer to Note 8). As of December 31, 2025, following entry into the Settlement and Termination Agreement with Yorkville dated December 29, 2025, the Company’s obligation under the SEPA Convertible Note was restructured into fixed bi-weekly installment payments of $ 250,000 on the outstanding balance of $ 1,386,975 , with final settlement expected upon consummation of the Company’s planned uplisting on or about March 31, 2026. Accordingly, the fair value of the SEPA Convertible Note as of December 31, 2025 was $ 1,543,000 , as determined by an independent third-party valuation firm using a discounted cash flow methodology applied to the scheduled installment payments. The key assumptions used in the valuation were as follows: ​ ​ ​ ​ ​ ​ Assumptions ​ ​ ​ December 31, 2025 Valuation technique ​ Discounted cash flow of scheduled installment payments ​ Outstanding balance ​ $ 1,386,975 ​ Bi-weekly payment amount ​ ​ 250,000 ​ Expected IPO / settlement date ​ ​ March 31, 2026 ​ Discount rate ​ 15.0 % Fair value of outstanding balance ​ $ 1,368,000 ​ Termination fee (payable in Common Stock at IPO price) ​ $ 175,000 ​ Fair value of SEPA (post-termination) ​ $ — ​ Total fair value of Pre-Paid Advance Obligation ​ $ 1,543,000 ​ ​ The discount rate of 15.0 % was selected based on an analysis of market-based rates of return, including the ICE BofA CCC & Lower US High Yield Index ( 12.5 %), the S&P U.S. High Yield Corporate Bond CCC index ( 15.7 %), and the Pepperdine Private Capital Markets mezzanine required rate of return ( 19.0 %). The fair value measurement is subject to estimation uncertainty, as it is sensitive to changes in the discount rate and the timing of the expected IPO. Pursuant to the Settlement and Termination Agreement, the SEPA was terminated, and its value was determined to be zero ; accordingly, the remaining obligation consists solely of the scheduled installment payments and the termination fee. F-56 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As on December 31, 2024 the fair value of the SEPA Convertible Note was determined utilizing a Monte Carlo simulation considering the following relevant assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Remaining term ​ ​ 0.97 years ​ Volatility ​ ​ 88.0 % Risk-free rate ​ ​ 4.3 % Drift term ​ ​ 4.2 % Conversion price for payments to be made through issuance of Company’s common stock ​ $ 0.41 ​ Payments to be made through issuance of shares of Company’s common stock ​ ​ 11.1 % Payments to be made in cash ​ ​ 88.9 % ​ Forward Purchase Agreement The change in fair value on the forward purchase agreement resulted in a net loss of approximately $ 8,254,390 and a gain on modification of the forward purchase agreement was approximately $ 1,572,236 for the year ended December 31, 2024, which was recorded as a component of other income on the accompanying consolidated statements of operations and comprehensive loss. The fair value of the Amended 2024 FPA was measured at fair value at December 31, 2024 utilizing a Monte Carlo simulation model that applies a probability of occurrence to the present value of each settlement scenario. as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amended 2024 FPA ​ 2024 FPA ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ December 16, 2024 (modification) ​ December 16, 2024 (modification) Probability of maturity settlement scenario ​ ​ 15.0 % ​ 15.0 % ​ 15.0 % Probability of prepayment shortfall settlement scenario ​ ​ 85.0 % ​ 85.0 % ​ 85.0 % Recycled Shares held by Meteora ​ ​ 1,703,890 ​ ​ 1,703,890 ​ ​ 2,203,890 ​ Price per share of Company’s common stock ​ $ 1.21 ​ $ 0.77 ​ $ 0.77 ​ Remaining term ​ ​ 2.53 years ​ ​ 2.57 years ​ ​ 2.57 years ​ Risk-free interest rate ​ ​ 4.3 % ​ 4.2 % ​ 4.2 % Drift term ​ ​ 4.2 % ​ 4.1 % ​ 4.1 % Volatility ​ ​ 85.0 % ​ 81.0 % ​ 81.0 % Forecasted price per share of Company’s common stock at maturity ​ ​ 2.30 ​ ​ 0.37 ​ $ 0.37 ​ Expected margin from Meteora’s sale of Recycled Shares ​ ​ 76.9 % ​ 76.9 % ​ 83.3 % ​ The fair value of the FPA was re-measured to fair value at assumption and immediately prior to the modification utilizing a Black-Scholes option pricing model that utilizes the following relevant assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 2, 2024 ​ ​ ​ July 12, 2024 ​ ​ (modification) ​ (assumption) Expected term ​ 2.94 years ​ ​ 3.0 years ​ Price per share of Company’s common stock ​ $ 0.78 ​ $ 3.54 ​ Exercise price ​ $ 13.36 ​ $ 13.36 ​ Volatility ​ 80.0 % 46.0 % Risk-free interest rate ​ 3.7 % 4.2 % Dividend rate ​ 0.0 % 0.0 % Probability of completing the Business Combination ​ N/A ​ 100.0 % ​ The FPA Amendment provide two settlement options whereby the 2024 FPA can be settled either at maturity if shares of the Company’s common stock are trading above $ 2.00 per share (the “Maturity Settlement Scenario”) or at the Company’s request for a prepayment short-fall whereby the Company requests Meteora to sell shares (the “Prepayment Shortfall Scenario”). The Second FPA Amendment also provides a Maturity Settlement Scenario and a Prepayment Shortfall Scenario, with a revised definition for the Prepayment Shortfall Scenario (see Note 11). ​ On April 2, 2025, the Company entered into a mutual termination agreement with Meteora to terminate the Amended 2024 FPA (the “FPA Termination Agreement”) in exchange for termination consideration of $ 500,000 . Pursuant to the FPA Termination F-57 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Agreement, the 1,618,948 shares of the Company’s common stock that Meteora held as of the termination date of April 2, 2025 were deemed free and clear of all obligations, the number of Recycled Shares was equal to zero , and the Prepayment Shortfall was deemed to be zero . The Company received termination consideration of $ 500,000 from Meteora in April 2025. ​ 3(a)(10) Settlement Agreement On January 28, 2025, the Comp