What changed in this filing

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Item 9A. Controls and Procedures

2024-03-13 compared with 2023-04-20 · 440 added, 268 removed, 847 unchanged (46% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective, due to the material weakness in our internal control over financial reporting related to the accounting for complex financial instruments and completeness and accuracy of financial data.

Management identified errors in the Form of Warrant Agreement between the Company and Continental Stock Transfer & Trust Company as filed with the Company’s registration statement on Form S-1 on April 22, 2022, and the Warrant Agreement, dated May 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as filed with the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2022 (the “Warrant Agreement”).

The Warrant Agreement as filed was incorrect and inconsistent with the terms of the Company’s registration statement on Form S-1 filed with the SEC on April 22, 2022 and the terms of the Company’s prospectus filed with the SEC on May 12, 2022.

On June 24, 2022, the Company filed a Current Report on Form 8-K including the Amended and Restated Warrant Agreement containing the correct provisions.

In addition, in connection with the preparation of the financial statements as of and for three and six months ended June 30, 2022 included in the Form 10-Q filed with the SEC on August 22, 2022, we concluded that there was a material weakness in our internal control over financial reporting relating to ineffective internal controls with respect to the completeness and accuracy of financial data, specifically relating to a previously unrecorded liability for the professional fees of legal counsel.

Finally, with respect to the accounting for the Forward Purchase Agreement entered into on December 31, 2022, the Company identified a material weakness in regards to the proper application of the relevant accounting literature.

To address these material weaknesses, which have not been remediated as of December 31, 2022, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting and to provide processes and controls over the internal communications within the Company, financial reporting advisors, legal advisors, and independent registered public accounting firm.

● The Company implemented additional procedures to ensure that all legal agreements are reviewed by management, third-party accounting advisors and legal advisors in their final drafts before such agreements are executed.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure controls and procedures were not effective due to material weaknesses in internal controls over financial reporting.

Specifically, we did not design and maintain an effective control environment to prevent or detect material misstatements in the financial statements.

The following material weaknesses in internal controls over financial reporting were identified:

● Controls over the accuracy and completeness of information included in our SEC filings including documents filed as exhibits to registration statements and information within registration statements.

● Controls over accuracy and completeness of financial data, specifically accrued expenses.

● Complex financial instruments accounting including relevant literature that applies to the accounting for forward purchase agreements.

● Controls over the protection of funds permitted for withdrawal from the trust, including the timely payment of income and other tax liabilities.

● Ineffective oversight by the board relating to the Company’s recurring non-compliance with an investment management trust agreement.

● Lack of controls over the Company’s tax compliance, specifically the timeliness of remittance of tax payments.

Remediation Efforts to Address Identified Material Weaknesses in Internal Control over Financial Reporting

To address these material weaknesses management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting, and to provide processes and controls over the internal communications within the Company, financial reporting advisors, legal advisors, and independent registered public accounting firm.

The Company’s efforts include the following:

● The Company implemented additional procedures to ensure that all legal agreements are reviewed by management, third-party accounting advisors and legal advisors before such agreements are executed.

● The Company implemented additional review procedures to ensure completeness and accuracy of financial data and accrued liabilities.

● The Company utilized the expertise of outside financial reporting and valuation advisors to better evaluate the research and understanding of the nuances of the accounting standards that apply to the complex financial instrument.

● The Company determined the need to use the expertise of outside financial reporting and valuation advisors to evaluate, research and understand the accounting standards that apply to complex financial instruments.

● The Company implemented additional oversight of the cash availability for the Company’s operational needs, which includes segregation of funds restricted for payment of taxes and the requirement for an additional member of the Company’s management team to review and approve the disbursements from the Trust Account.

Additionally, the Company has implemented monthly reviews of cash disbursements by the audit committee.

We can offer no assurance that these initiatives will ultimately have the intended effects.

Management’s Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

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 financial statements for external reporting purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) 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 financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2023.

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 our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2023.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

Other than changes that have resulted from the material weakness remediation activities noted above, there has been no change in our internal control over financial reporting during the three months ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than changes that have resulted from the material weakness remediation activities noted above, there has been no change in our internal control over financial reporting during the fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Not applicable.

N o t app li cable .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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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 partnering with the Asia practice of FocalPoint Partners LLC, a boutique investment bank on deal flow diligence in the clean transition space in Asia.

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.

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Soni has held board and crucial managerial positions at numerous businesses within the cleantech and venture space.

Soni has been a member of Prithvi Ventures LLC since January 2021, a fund for investments in innovative cleantech companies, he has played a key role in investing over $25 million in 2021 and 2022 in the clean transition sector that includes investments in energy storage, electrical vehicle (EV) technology, renewable energy, and novel materials companies.

Soni has been an Operating Partner of Prithvi Ventures LLC since January 2021, which is a Climatech fund.

At Prithvi Ventures, Dr.

Soni has played a vital role in investing $30 million since 2021 in the clean transition sector that includes investments in energy storage, electrical vehicle (EV) technology, renewable energy, and novel materials companies.

Since April 2023, Dr.

Soni is a member of the Board of Directors of Rushnu, Inc.

and is a Board Observer at Tandem Repeat Technologies, Inc.

since November 2022.

Since September 2017, Dr.

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Huber Envirotech Private Limited, where he provides expertise on governance, technology, innovation, cleantech, fundraising, acquisitions and global expansion.

Soni holds a Bachelor’s Degree in Technology from the Indian Institute of Technology, New Delhi, India, a Master of Science Degree in Polymer Science & Engineering from the University of Massachusetts, Amherst, a Ph.D.

Soni was also President, Corporate Technology Strategy and Services at the Aditya Birla Group (a large India based multi-national industrial group) from 2001 to 2004 where he was responsible for R&D activities in manufacture of novel materials and fuel cells.

Soni holds a Bachelor’s Degree in

Technology from the Indian Institute of Technology, New Delhi, India, a Master of Science Degree in Polymer Science & Engineering from the University of Massachusetts, Amherst, a Ph.D.

in Polymer Science & Engineering from the University of Massachusetts, Amherst, and an Executive Development Program certificate from the Kellogg School of Management at Northwestern University.

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Gray served on the Executive Board of Alpha Omicron Pi Fraternity, a $100 million international nonprofit with over 100,000 members.

Gray currently serves on the Advisory Board of Empower Rideshare, SaaS ridesharing company alternative to Uber and Lyft and holds the National Association of Corporate Directors (NACD) Directorship Certification™.

Gray earned a Master of Strategic Studies from the United States Army War College, an M.A.

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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 director of Guardian Life family of funds.

From 2014 through March 2020, Ms.

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● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to our Sponsor of $10,000 per month, for up to 12 months (or up to 18 months if we use our options to extend the period of time to consummate an initial business combination), for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Notwithstanding the foregoing, as indicated above, other than the payment to our Sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

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We have filed a copy of our Code of Ethics as an exhibit to the registration statement filed in connection with the Initial Public Offering.

You are able to review the Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov.

You are able to review the Code of Ethics by accessing our public filings at the SEC’s website at www.sec.gov.

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

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● Our initial stockholders have agreed to waive their redemption rights with respect to any Founder Shares and any public shares held by them in connection with the consummation of our initial business combination.

Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any Founder Shares held by them if we fail to consummate our initial business combination by May 13, 2023 (or November 13, 2023 if we use our one time option to extend the period of time to consummate a business combination).

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our public shares, and the Private Placement Warrants (and the underlying securities) will expire worthless.

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Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such

opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Furthermore, our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

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Vice-Chair, Advisory Board

TiE Boston Angels

Managing Director

Tandem Repeat, Inc.

Board Observer

AngioWave Imaging, LLC

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All executive officers and directors as a group (six individuals)

Other 5% holders

Yakira Capital Management, Inc.(3)

Wolverine Asset Management LLC(4)

Periscope Capital Inc.(5)

ATW SPAC Management LLC(6)

Mizuho Financial Group Inc.(7)

Lighthouse Investment Partners, LLC(8)

Entities affiliated with Glazer Capital, LLC(9)

*Less than 1%

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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.

3) According to the Schedule 13G/A filed with the SEC on January 26, 2024, the shares reported herein are held by Yakira Partners, L.P., Yakira Enhanced Offshore Fund Ltd., and MAP 136 Segregated Portfolio.

The business address of the holders is 1555 Post Road East, Suite 202, Westport, CT 06880.

4) According to the Schedule 13G filed with the SEC on February 8, 2024, Wolverine Asset Management, LLC (“WAM”) is an investment adviser and has voting and disposition power over the shares held.

The sole member and manager of WAM is Wolverine Holdings, L.P.

(“Wolverine Holdings”).

Bellick and Christopher L.

Gust may be deemed to control Wolverine Trading Partners, Inc.

(“WTP”), the general partner of Wolverine Holdings.

The business address of the holders is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60064.

5) According to the Schedule 13G filed with the SEC on February 9, 2024, Periscope Capital Inc.

(“Periscope”) is the beneficial owner of 257,500 shares of common stock, acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds (each, a “Periscope Fund”) that collectively directly own 242,500 shares of common stock.

The business address of the holders is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.

6) According to the Schedule 13G/A filed with the SEC on February 13, 2024, the shares reported herein are held by (1) one or more private funds managed by ATW SPAC Management LLC, a Delaware limited liability company (the “Adviser”), which has been delegated exclusive authority to vote and/or direct the disposition of such Shares held by sub-accounts of one or more pooled investment vehicles managed by a Delaware limited liability company and (2) a private fund managed by an affiliate of

Antonio Ruiz-Gimenez and Kerry Propper are managing members of the Adviser and its affiliate.

The business address of the record holder is 17 State Street, Suite 2100, New York, NY 10004.

7) According to the Schedule 13G filed with the SEC on February 13, 2024, the shares reported herein are held by Mizuho Financial Group, Inc.

and Mizuho Bank, Ltd.

and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.

The business address of the record holder is 1-5-5-, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan.

8) According to a Schedule 13G/A filed with the SEC on February 14, 2024, Lighthouse Investment Partners, LLC (“Lighthouse”) serves as the investment manager of MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”), MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”), and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (“Shaolin”), each a beneficial owner of the shares reported herein.

Because Lighthouse may be deemed to control MAP 136, MAP 214, and Shaolin, as applicable, Lighthouse may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the shares reported herein.

The business address of the record holder is 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410.

9) According to a Schedule 13G filed with the SEC on February 14, 2024, Glazer Capital, LLC (“Glazer Capital”) and Paul J.

Glazer, who serves as the managing member of Glazer Capital, have shared voting and dispositive power with respect to the shares of common stock held by certain funds and managed accounts to which Glazer Capital serves as an investment manager (collectively, the “Glazer Funds”).

The address for the Glazer Funds and Paul J.

Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

The holders of the Founder Shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business combination or in connection with a tender offer.

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The administrative support agreement began on the day the Company first listed on the Nasdaq Global Market and will continue monthly until the completion of the Company’s initial Business Combination or liquidation of the Company.

For the year ended December 31, 2022, the Company incurred $75,000 in administrative support fees, of which $5,100 which remains outstanding and is included on the accompanying consolidated balance sheet as “due to Sponsor – related party”.

For the year ended December 31, 2023, the Company incurred $120,000 in administrative support fees, of which $63,600 remains outstanding and is included on the accompanying consolidated balance sheet as “due to Sponsor – related party”.

Also included in “due to Sponsor – related party” as of December 31, 2023 is $4,860 of cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5).

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers and directors, or any affiliate of our Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection

with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

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The warrants would be identical to the Private Placement Warrants issued to the Sponsor.

During the year ended December 31, 2022, the Sponsor loaned the Company $157,000 as a Working Capital Loan.

During the year ended December 31, 2023, the Sponsor loaned the Company $582,457 in the form of Working Capital Loans.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid to Marcum LLP (“Marcum”), for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our quarterly reports on Form 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2022, including services in connection with our Initial Public Offering totaled $147,502.

The following is a summary of fees paid to Adeptus for services rendered for the years ended December 31, 2023 and 2022.

The aggregate fees billed by Adeptus for professional services rendered for the audit of our annual financial statements, review of the financial information included in our quarterly reports on Form 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2023 and 2022 totaled $90,000 and $0, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

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Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

For the year ended December 31, 2022, we did not pay Marcum for consultations concerning financial accounting and reporting standards.

We did not pay Marcum for tax planning and tax advice during the year ended December 31, 2022.

For the years ended December 31, 2023 and 2022, we did not incur any costs with Adeptus for consultations concerning financial accounting and reporting standards.

We did not incur any costs with Adeptus for tax planning and tax advice during the years ended December 31, 2023 and 2022.

All Other Fees .

We did not pay Marcum for other services during the year ended December 31, 2022.

We did not incur any costs with Adeptus for other services during the years ended December 31, 2023 and 2022.

Audit Committee Approval

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(Exhibit 2.1)

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.

Form 8-K (Exhibit 2.1)

Amended and Restated Certificate of Incorporation of Monterey Capital Acquisition Corporation, filed with the Secretary of State of the State of Delaware on May 10, 2022.

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(Exhibit 3.3)

Amendment to the Amended and Restated Certificate of Incorporation of Monterey Capital Acquisition Corporation

(Exhibit 3.1)

Specimen Class A Common Stock certificate.

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Description of Registered Securities.

(Exhibit 4.8)

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.

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(Exhibit 10.3)

Exhibit Description

Filed with this Report

Incorporated by Reference herein from Form or Schedule

SEC File/Reg.

Private Placement Warrant Purchase Agreement, dated May 10, 2022, by and between Monterey Capital Acquisition Corporation and Monterrey Acquisition Sponsor, LLC.

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(Exhibit 10.1)

Company Stockholder Support Agreement, datd December 31, 2022, by and between Monterey Capital Acquisition Corporation, ConnectM Technology Solutions, Inc.

Company Stockholder Support Agreement, dated December 31, 2022, by and between Monterey Capital Acquisition Corporation, ConnectM Technology Solutions, Inc.

and certain ConnectM Technology Solutions, Inc.

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(Exhibit 10.2)

Promissory Note, dated October 6, 2021, issued to Monterrey Acquisition Sponsor, LLC.

(Exhibit 10.2)

Amended and Restated Promissory Note, dated February 14, 2022, issued to Monterrey Acquisition Sponsor, LLC.

(Exhibit 10.3)

Promissory Note, dated September 12, 2022, issued to Monterrey Acquisition Sponsor, LLC

(Exhibit 10.1)

Promissory Note, dated October 18, 2022, issued to Monterrey Acquisition Sponsor, LLC

Promissory Note, dated August 22, 2023, issued to ConnectM.

Promissory Note, dated October 23, 2023, issued to ConnectM.

Promissory Note, dated November 16, 2023, issued to ConnectM.

Promissory Note, dated December 18, 2023, issued to Monterrey Acquisition Sponsor, LLC.

Promissory Note, dated December 18, 2023, issued to Monterrey Acquisition Sponsor, LLC

Promissory Note, dated December 18, 2023, issued to Monterrey Acquisition Sponsor, LLC.

Promissory Note, dated December 18, 2023, issued to Monterrey Acquisition Sponsor, LLC

Promissory Note, dated December 18, 2023, issued to Monterrey Acquisition Sponsor, LLC.

Promissory Note, dated December 14, 2023, issued to Monterrey Acquisition Sponsor, LLC.

Promissory Note, dated December 14, 2023, issued to Monterrey Acquisition Sponsor, LLC

Promissory Note, dated December 21, 2023, issued to Monterrey Acquisition Sponsor, LLC

Promissory Note, dated December 27, 2023, issued to Monterrey Acquisition Sponsor, LLC

Amendment to the Investment Management Trust Agreement, dated as of November 6, 2023, by and between Monterey Capital Acquisition Corporation and Continental Stock Transfer & Trust Company.

(Exhibit 10.1)

Promissory Note, dated November 22, 2022, issued to Monterrey Acquisition Sponsor, LLC.

Form of Code of Ethics.

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Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit Description

Filed with this Report

Incorporated by Reference herein from Form or Schedule

SEC File/Reg.

Inline XBRL Taxonomy Extension Definition.

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Monterey Capital Acquisition Corporation

April 20, 2023

March 13, 2024

/s/ Bala Padmakumar

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(Principal Executive Officer)

April 20, 2023

March 13, 2024

Bala Padmakumar

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(Principal Financial and Accounting Officer)

April 20, 2023

March 13, 2024

/s/ Vivek Soni

March 13, 2024

/s/ Leela Gray

April 20, 2023

March 13, 2024

/s/ Kathy Cuocolo

April 20, 2023

March 13, 2024

Kathy Cuocolo

/s/ Stephen Markscheid

April 20, 2023

March 13, 2024

Stephen Markscheid

MONTEREY CAPITAL ACQUISITION CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the year ended December 31, 2022 and for the period from September 23, 2021 (inception) through December 31, 2021

Consolidated Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) for the year ended December 31, 2022 and for the period from September 23, 2021 (inception) through December 31, 2021

Consolidated Statements of Cash Flows for the year ended December 31, 2022 and for the period from September 23, 2021 (inception) through December 31, 2021

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Monterey Capital Acquisition Corporation

To the Board of Directors and Stockholders

of Monterey Capital Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Monterey Capital Acquisition Corporation (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year ended December 31, 2022 and for the period from September 21, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from September 21, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

We have audited the accompanying consolidated balance sheets of Monterey Capital Acquisition Corporation (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in common stock subject to possible redemption and stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, 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 financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before May 13, 2023 or November 13, 2023 should the Company seek and obtain approval to extend the business combination deadline by an additional six months.

The Company entered into a definitive merger agreement with a business combination target on December 31, 2022;

however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions.

There is no assurance that the Company will obtain the necessary approvals and satisfy the required closing conditions prior to May 13, 2023, if at all.

The Company also has no approved plan in place to extend the business combination deadline and fund operations for a reasonable period of time after May 13, 2023 in the event that it is unable to complete a business combination by that date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain operations which 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 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s 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.

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 financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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.

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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.

/s/ Marcum LLP

We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since 2023.

April 20, 2023

/s/ Adeptus Partners, LLC

Ocean, New Jersey

March 12, 2024

MONTEREY CAPITAL ACQUISITION CORPORATION

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Current assets:

Deferred offering costs

Prepaid expenses

Income taxes receivable

Total current assets

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Accrued expenses

Promissory note – related party

Convertible note – related party

Convertible note

Due to Sponsor – related party

Deferred credit – term extension fee funded by acquisition target company

Income taxes payable

Total current liabilities

Deferred underwriting fee payable

Deferred underwriting fees payable

Forward Purchase Agreement liability

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100,000,000 shares authorized;

9,200,000 and zero shares subject to possible redemption as of December 31, 2022 and 2021, respectively

7,238,125 and 9,200,000 shares subject to possible redemption issued and outstanding as of December 31, 2023 and 2022, respectively

Stockholders’ Equity (Deficit):

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100,000,000 shares authorized;

138,000 shares not subject to possible redemption (excluding 9,200,000 shares subject to possible redemption) and zero shares issued and outstanding as of December 31, 2022 and 2021, respectively

Class B common stock;

$ 0.0001 par value, 10,000,000 shares authorized;

2,300,000 shares issued and outstanding

Additional paid-in-capital

138,000 shares not subject to possible redemption (excluding Class A common stock subject to possible redemption) as of December 31, 2023 and 2022

Class B common stock, $ 0.0001 par value;

10,000,000 shares authorized;

2,300,000 shares issued and outstanding as of December 31, 2023 and 2022

Accumulated deficit

( 28,923,896 )

Total stockholders’ equity (deficit)

( 8,054,804 )

Total Liabilities and Stockholders’ Equity (Deficit)

Total stockholders’ deficit

( 28,923,652 )

( 8,054,560 )

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS

For the period from September

23, 2021 (inception) through

For the years ended December 31,

General and administrative expenses

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( 2,980,863 )

( 2,098,401 )

Other income (expense):

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Loss on change in fair value of Forward Purchase Agreement liability

( 15,600,000 )

( 2,770,000 )

Loss before income taxes

( 14,029,395 )

( 3,523,131 )

Income tax provision

( 14,943,203 )

( 3,763,638 )

Weighted average shares outstanding of Class A common stock subject to possible redemption

Basic and diluted net loss per share, Class A common stock subject to possible redemption (see Note 2)

Weighted average shares outstanding of Class A common stock

Basic and diluted net loss per share, Class A common stock (see Note 2)

Weighted average shares outstanding of Class A common stock not subject to redemption

Basic and diluted net loss per share, Class A common stock (see Note 2) not subject to redemption

Weighted average shares outstanding of Class B common stock

Basic and diluted net loss per share, Class B common stock (see Note 2)

(1) Excludes an aggregate of up to 300,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 7).

On May 10, 2022, the Sponsor surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 shares of Class B common stock.

All share and per-share amounts have been retroactively restated to reflect the share surrender (Note 8) .

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM SEPTEMBER 23, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Common Stock Subject to

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Balance – January 1, 2023

( 8,054,804 )

( 8,054,560 )

Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned

( 3,434,458 )

Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments

( 2,491,431 )

Redemption of Class A common stock

( 1,961,875 )

( 20,961,169 )

( 14,943,203 )

Balance – December 31, 2023

( 28,923,896 )

( 28,923,652 )

Common Stock Subject to

Possible Redemption

Stockholders’

Equity (Deficit)

Balance – January 1, 2022

Issuance of Private Placement Warrants

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( 15,026,474 )

Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned, net

Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest earned

( 3,763,638 )

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( 8,054,560 )

Common Stock Subject to

Possible Redemption

Stockholders’

Equity (Deficit)

Balance – September 23, 2021 (inception)

Issuance of common shares to Sponsor (1)

Balance – December 31, 2021

(1) Includes an aggregate of up to 300,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).

On May 10, 2022, the Sponsor surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 shares of Class B common stock.

All share and per-share amounts have been retroactively restated to reflect the share surrender (Note 8).

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period from

September 23, 2021

(inception) through

December 31, 2022

December 31, 2021

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

For the years ended December 31,

Cash Flows from Operating Activities:

( 14,943,203 )

( 3,763,638 )

Adjustments to reconcile net loss to net cash used in operating activities:

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( 4,551,468 )

( 1,289,804 )

Loss on change in fair value of Forward Purchase Agreement liability

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Due to Sponsor – related party

Income taxes payable

Income taxes receivable

Net cash used in operating activities

( 2,446,158 )

Cash Flows from Investing Activities:

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( 2,491,431 )

( 92,920,000 )

Redemption of investments in Trust Account for franchise and income taxes

Redemption of investments in Trust Account in connection with Public Share redemptions

Net cash provided by (used in) investing activities

( 92,920,000 )

Cash Flows from Financing Activities:

Proceeds from promissory note - related party

Payment of deferred offering costs

Proceeds from issuance of Class B common stock

Repayment of promissory note

Gross proceeds from issuance of public units

Repayment of promissory note- related party

Proceeds from issuance of Public Units

Proceeds from issuance of Private Warrants

Redemptions of Class A common stock shares

( 20,961,169 )

Term extension fees paid by target company

Payment of offering costs on Public Units

( 1,572,782 )

Convertible note - related party

Net cash provided by financing activities

Proceeds from convertible note – related party

Proceeds from convertible note

Net cash (used in) provided by financing activities

( 17,612,281 )

Net change in cash

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Cash – end of period

Supplemental disclosure of cash flow information

Offering costs included in accrued offering costs

Deferred underwriting commissions

Issuance of Representative Shares for offering services

Supplemental Disclosure of noncash information:

Accretion to redemption value of Class A Common stock subject to possible redemption

Deferred underwriting commissions

Issuance of Representative Shares for underwriting services

Deemed capital contribution by the Sponsor through transfer of Class B shares

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN

Monterey Capital Acquisition Corporation (the “Company” or “MCAC”) is a blank check company incorporated as a Delaware company on September 23, 2021.

NOTE 1 — ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

Nature of Operations

Monterey Capital Acquisition Corporation (“MCAC” or the “Company”) is a blank check company incorporated as a Delaware company on September 23, 2021.

The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”).

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Pursuant to the terms and conditions of the Merger Agreement, a business combination between MCAC and ConnectM will be effected through the merger of Merger Sub with and into ConnectM, with ConnectM surviving the merger as a wholly owned subsidiary of MCAC (the “Merger”).

See Proposed Merger Combination below.

On October 12, 2023, MCAC, Merger Sub and ConnectM entered into a First Amendment to the Merger Agreement (the “Amendment”).

The Amendment extends the date after which either party may terminate the Merger Agreement for convenience (with limited exceptions) from November 13, 2023 to May 13, 2024.

The Amendment also provides that, subject to MCAC obtaining the requisite stockholder approval to amend its Amended and Restated Certificate of Incorporation (the “Amended Charter”) and the Investment Management Trust Agreement by and between MCAC and Continental Stock Transfer & Trust Company, dated May 10, 2022 (the “IMTA Amendment”), with such approval received on November 6, 2023 at MCAC’s special meeting of stockholders, MCAC will extend the date by which MCAC has to consummate a business combination by up to six months and ConnectM will pay to MCAC in the Trust Account the funds necessary to effect such extension (not to exceed $ 414,000 for each monthly extension or $ 2,484,000 in the aggregate for all six monthly extensions).

On November 6, 2023, the stockholders of MCAC held a special meeting of stockholders where the MCAC stockholders approved the Amended Charter and IMTA Amendment.

The Amended Charter provides the board of directors of MCAC with the right to extend the date by which MCAC has to consummate its Business Combination up to an additional six (6) times for one (1) month each time from November 13, 2023 to May 13, 2024 (the “Additional Extension Period”), by depositing into the Trust Account, for each one -month extension, the lesser of (a) $ 414,000 and (b) $ 0.045 for each then-outstanding share of Common Stock (the “Additional Extension Options”).

In connection with the special meeting of stockholders on November 6, 2023, stockholders holding 1,961,875 shares of Class A Common Stock issued in the Initial Public Offering (as defined below) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

As a result, approximately $ 20,961,169 (approximately $ 10.68 per share after removal of interest to pay taxes) was removed from the Trust Account to pay the redeeming stockholders.

As of December 31, 2023, the Company had not commenced any operations.

All activity for the period from September 23, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (as described below) and activities necessary to identify a potential target and prepare for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below).

All activity for the period from September 23, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the Initial Public Offering, activities necessary to identify a potential target and prepare for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest or if at all.

The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below).

The Company has selected December 31 as its fiscal year end.

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On May 13, 2022 (the “IPO date”), the Company consummated its IPO of 9,200,000 units (“Units or “Public Units”), including 1,200,000 Units resulting from the full exercise by the underwriters of their over-allotment option.

Each Unit consists of one share of Class A common stock, $ 0.0001 par value per share (“Common Stock”), one redeemable warrant exercisable into one share of Common Stock at an exercise price of $ 11.50 per share (“Public Warrant”) and one right to receive one -tenth (1/10) of one share of Common Stock upon consummation of the Company’s initial business combination.

Common Stock upon consummation of the Company’s initial business combination.

The Units were sold at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 92,000,000 .

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(a) the completion of the Company’s initial business combination, or (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination in the prescribed time frame, as defined below.

There were no funds released from the Trust Account through December 31, 2022 for the payment of the Company’s tax obligations.

During the years ended December 31, 2023 and 2022, the Company withdrew $ 1,588,710 and $ 0 , respectively, of dividend and interest income earned in the Trust Account to pay its franchise and income tax obligations.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

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However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

In connection with any proposed initial business combination, the Company will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein.

Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein.

If the Company determines to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares.

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The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

On November 6, 2023, the Company’s Charter was amended to eliminate the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $ 5,000,001 (the “Redemption Limitation”).

The amendment will allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination.

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Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.

Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the shares sold in this Initial Public Offering, referred to as excess shares.

Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the shares sold in this Initial Public Offering, referred to as excess shares.

However, the Company’s stockholders will not be restricted to vote all of their shares (including excess shares) for or against the initial business combination.

Additionally, such stockholders will not receive redemption distributions with respect to the excess shares if the Company completes the initial business combination.

The Company’s sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100 % of its public shares if the Company does not complete a business combination within 12 months (or if the Company decides to extend the period of time to complete the initial business combination up to two times by an additional three months each time, at $ 0.10 per unit outstanding after the redemptions per extension, for a total of $ 0.20 per unit outstanding after the redemptions in the aggregate in trust, within 18 months ) from the closing of the Initial Public Offering (the “Combination Period”) unless the Company provides its public stockholders with the opportunity to convert their shares of common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding public shares.

If the Company is unable to complete its initial business combination within the Combination Period, the Company will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Company’s sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100 % of its public shares if the Company does not complete a business combination within 24 months (or if the Company decides to extend the period of time to complete the initial business combination as described herein) from the closing of the Initial Public Offering (the “Combination Period”) unless the Company provides its public stockholders with the opportunity to convert their shares of common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding public shares.

On May 9, 2023, the Company extended the period of time to consummate its Business Combination by three months , from May 13, 2023 to August 13, 2023, pursuant to the deposit of $ 920,000 to the Trust Account by ConnectM (the “First Extension Payment”).

The Company recognized a deferred credit in the amount of $ 920,000 in connection with the First Extension Payment.

On August 11, 2023, the Company further extended the period of time to consummate its Business Combination by an additional three months from August 13, 2023 to November 13, 2023 (the “Second Extension Period”), pursuant to the deposit of $ 920,000 to the Trust Account by ConnectM (the “Second Extension Payment”).

The Second Extension Payment represents the second and final of two three-

month extensions permitted under the Company’s governing documents.

The Company recognized a deferred credit in the amount of $ 920,000 in connection with the Second Extension Payment.

On November 9, 2023, in connection with the MCAC stockholders’ approval of the Amended Charter and IMTA Amendment, the Company further extended the period of time to consummate its Business Combination by an additional one -month period from November 13, 2023 to December 13, 2023 (the “First Additional Extension Period”) pursuant to the Additional Extension Options, by ConnectM’s deposit of approximately $ 325,715 into the Trust Account (the “First Additional Extension Payment”).

On December 11, 2023, the Company further extended the period of time to consummate its Business Combination by an additional one -month period from December 13, 2023 to January 13, 2023 (the “Second Additional Extension Period”) pursuant to the Additional Extension Options, by ConnectM’s deposit of approximately $ 325,716 into the Trust Account (the “Second Additional Extension Period”).

On January 8, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one -month period from January 13, 2024 to February 13, 2024 (the “Third Additional Extension Period”) pursuant to the Additional Extension Options, by ConnectM’s deposit of approximately $ 325,716 into the Trust Account (the “Third Additional Extension Period”).

On February 9, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one -month period from February 13, 2024 to March 13, 2024 (the “Fourth Additional Extension Period”) pursuant to the Additional Extension Options, by ConnectM’s deposit of approximately $ 325,716 into the Trust Account (the “Fourth Additional Extension Period”).

On March 11, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one -month period from March 13, 2024 to April 13, 2024 (the “Fifth Additional Extension Period”) pursuant to the Additional Extension Options, by ConnectM’s deposit of approximately $ 325,716 into the Trust Account (the “Fifth Additional Extension Period”).

If the Company is unable to complete its initial business combination within the Fifth Additional Extension Period, absent an additional extension under the Additional Extension Options, the Company will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors of MCAC, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Company cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims.

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In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On December 31, 2022, MCAC, entered into an Agreement and Plan of Merger, by and among MCAC, ConnectM Technology Solutions, Inc., a Delaware corporation, and Chronos Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MCAC.

On December 31, 2022, MCAC, entered into an Agreement and Plan of Merger, as amended by the Amendment, by and among MCAC, ConnectM Technology Solutions, Inc., a Delaware corporation, and Chronos Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MCAC.

Pursuant to the terms and conditions of the Merger Agreement, as amended by the Amendment, a business combination between MCAC and ConnectM will be effected through the merger of Merger Sub with and into ConnectM, with ConnectM surviving the merger as a wholly owned subsidiary of MCAC.

As a result of the Merger, among other things, each share of ConnectM common stock, par value $ 0.0001 per share, and ConnectM preferred stock, par value $ 0.0001 per share (but excluding shares the holders of which perfect rights of appraisal under Delaware law), will be converted into the right to receive such number of shares of common stock, par value $ 0.0001 per share, of MCAC common stock as calculated based on the Exchange Ratio as set forth in the Merger Agreement.

“Exchange Ratio” is defined in the Merger Agreement to be the quotient of (a) the merger consideration, divided by (b) the number of shares of ConnectM capital stock outstanding as of immediately prior to the Effective Time, including any shares underlying outstanding warrants to purchase ConnectM Common Stock and excluding any shares of ConnectM capital stock held in treasury by ConnectM.

The Merger Consideration is 14,500,000

shares of MCAC Common Stock, subject to an upward adjustment depending on the extent to which MCAC’s transaction expenses (as defined in the Agreement and Plan of Merger) exceed $ 8,000,000 .

The Merger Consideration is 14,500,000 shares of MCAC Common Stock, subject to an upward adjustment depending on the extent to which MCAC’s transaction expenses exceed $ 8,000,000 .

Consummation of the transactions contemplated by the Merger Agreement are subject to satisfaction or waiver of customary conditions of the respective parties, including receipt of required regulatory approvals, receipt of approval from shareholders of each of the company and ConnectM for consummation of the Merger and certain other actions related thereto by our shareholders.

The Merger Agreement may be terminated prior to the time at which the Merger becomes effective as follows:

(i) by mutual written consent of MCAC and ConnectM, (ii) by either MCAC or ConnectM if the Merger is not consummated on or before November 13, 2023, provided that the failure to consummate the Merger by the Outside Date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied, (iii) by either MCAC or ConnectM if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied at the consummation of the business combination (subject to a 30-day cure period for breaches that are curable), provided that such right to terminate will not be available to either party if it has breached in any material respect its obligations set forth in the Merger Agreement in any manner that will have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger, (iv) by either MCAC or ConnectM if a governmental entity shall have issued a law or final, non-appealable governmental order, rule or regulation permanently restraining, enjoining or prohibiting the consummation of the Merger, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement in a manner that has proximately contributed to the governmental action, (v) by either MCAC or ConnectM if MCAC stockholder approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment thereof, (vi) by written notice from MCAC to ConnectM if the Company stockholders do not approve the merger agreement within two days following the date of the Merger Agreement, or (vii) by written notice from ConnectM to MCAC if the our board of directors shall have publicly withdrawn, modified, withheld or changed its recommendation to vote in favor of the Merger and other proposals, if such notice is given by ConnectM within 15 business days after such action (or inaction) by the Board.

The Merger Agreement, as amended by the Amendment, may be terminated prior to the time at which the Merger becomes effective as follows:

(i) by mutual written consent of MCAC and ConnectM, (ii) by either MCAC or ConnectM if the Merger is not consummated on or before May 13, 2024 (the “Outside Date”), provided that the failure to consummate the Merger by the Outside Date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied, (iii) by either MCAC or ConnectM if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied at the consummation of the business combination (subject to a 30-day cure period for breaches that are curable), provided that such right to terminate will not be available to either party if it has breached in any material respect its obligations set forth in the Merger Agreement in any manner that will have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger, (iv) by either MCAC or ConnectM if a governmental entity shall have issued a law or final, non-appealable governmental order, rule or regulation permanently restraining, enjoining or prohibiting the consummation of the Merger, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement in a manner that has proximately contributed to the governmental action, (v) by either MCAC or ConnectM if MCAC stockholder approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment thereof, (vi) by written notice from MCAC to ConnectM if the Company stockholders do not approve the merger agreement within two days following the date of the Merger Agreement, or (vii) by written notice from ConnectM to MCAC if the board of directors of MCAC shall have publicly withdrawn, modified, withheld or changed its recommendation to vote in favor of the Merger and other proposals, if such notice is given by ConnectM within 15 business days after such action (or inaction) the board of directors of MCAC.

In the event the Merger Agreement is terminated in certain of the circumstances described above, MCAC will be obligated to reimburse ConnectM for up to $ 1,200,000 of its transaction expenses.

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Sponsor Support Agreement

In connection with the execution of the Merger, the Sponsor entered into a sponsor support agreement with MCAC, certain independent directors of MCAC, and ConnectM, pursuant to which the Sponsor and the independent directors of MCAC have agreed to waive, subject to, conditioned upon and effective as of immediately prior to, the Effective Time, the adjustment to the conversion ratio set forth in our charter with respect to our Founder Shares and vote all shares of our Class A Common Stock and Class B Common Stock beneficially owned by them in favor of the Merger.

subject to, conditioned upon and effective as of immediately prior to, the Effective Time, the adjustment to the conversion ratio set forth in our charter with respect to our Founder Shares and vote all shares of our Class A Common Stock and Class B Common Stock beneficially owned by them in favor of the Merger.

The Sponsor and the independent directors of MCAC have also agreed, that in the event less than all of the holders of our Class B Common Stock execute the Registration Rights Agreement, they will agree to waive certain rights under that certain Registration Rights Agreement, dated May 10, 2022, by and among MCAC, Sponsor and the independent directors.

Company Stockholder Support Agreement

In connection with the execution of the Merger Agreement, MCAC entered into a stockholder support agreement with ConnectM and certain ConnectM stockholders, pursuant to which the ConnectM stockholders agreed to vote all of their shares in favor of the Merger.

In connection with the execution of the Merger Agreement, MCAC entered into a stockholder support agreement with ConnectM and the Company stockholders, pursuant to which the Company stockholders agreed to vote all shares of ConnectM Stock beneficially owned by them in favor of the Merger.

Lock-Up Agreement/Transfer Restrictions

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In connection with the execution of the Merger Agreement, MCAC and Meteora Special Opportunity Fund (“Meteora”), entered into the Forward Purchase Agreement for a Forward Purchase Transaction.

Pursuant to the terms of the Forward Purchase Agreement, Meteora intends to purchase in the open market through a broker shares of MCAC Class A Common Stock, after the date of the Forward Purchase Agreement from holders of our Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of our Class A Common Stock pursuant to the redemption rights set forth in our charter, in connection with the execution of the Merger Agreement, up to a maximum of 6,600,000 shares of our Class A Common Stock at a price equal to the estimated redemption price of approximately $ 10.19 per share of our Class A Common Stock (based on the amount of $ 94,209,804 held in the Trust Account as of December 31, 2022, less $ 441,166 of estimated income and franchise taxes to be paid from the interest and dividend income earned in the Trust Account) to be paid to investors who elect to redeem their shares at MCAC’s redemption deadline (the “Initial Price”);

Pursuant to the terms of the Forward Purchase Agreement, Meteora intends to purchase in the open market through a broker shares of Class A Common Stock, after the date of the Forward Purchase Agreement from holders of our Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of our Class A Common Stock pursuant to the redemption rights set forth in our charter, in connection with the execution of the Merger Agreement, up to a maximum of 6,600,000 shares of our Class A Common Stock at a price equal to the estimated redemption price of approximately $ 10.88 per share of our Class A Common Stock (based on the amount of $ 78,702,824 held in the Trust Account as of December 31, 2023, plus $ 30,533 estimated income taxes to be paid into the Trust Account upon receipt of income tax refund from the Internal Revenue Service) to be paid to investors who elect to redeem their shares at MCAC’s redemption deadline (the “Initial Price”);

provided that Meteora may not beneficially own greater than 9.9 % of the issued and outstanding shares on a post-merger pro forma basis.

Meteora has agreed to waive any redemption rights with respect to any shares of our Class A Common Stock in connection with the Merger.

Meteora has agreed to waive any redemption rights with respect to any shares of our Class A Common

Stock in connection with the Merger.

Such waiver may reduce the number of shares of our Class A Common Stock redeemed in connection with the Merger, which reduction could alter the perception of the potential strength of the Merger.

The number of shares of our Class A Common Stock purchased by Meteora, not including the Share Consideration Shares (as defined below), shall be referred to as the “Recycled Shares.”

The Forward Purchase Agreement provides that not later than one local business day following the execution date of the Merger Agreement (the “Prepayment Date”), MCAC will pay to Meteora, out of funds held in the Trust Account, a cash amount (the “Prepayment Amount”) equal to (x) the product of the number of Recycled Shares and the Initial Price less (y) an amount equal to 1 % of the product of the number of Recycled Shares and the Initial Price (the “Prepayment Shortfall”).

The Forward Purchase Agreement provides that not later than one local business day following the closing date of the merger (the “Prepayment Date”), MCAC will pay to Meteora, out of funds held in the Trust Account, a cash amount (the “Prepayment Amount”) equal to (x) the product of the number of Recycled Shares and the Initial Price less (y) an amount equal to 1 % of the product of the number of Recycled Shares and the Initial Price (the “Prepayment Shortfall”).

At the written request of Meteora, the Prepayment Amount must be deposited into an escrow account simultaneously with the Closing.

In addition to the Prepayment Amount, MCAC shall pay directly from the Trust Account on the Prepayment Date, an amount equal to the product of 40,000 and the Initial Price (the “Additional Consideration”), for the purpose of repayment of Meteora having actually purchased additional shares of our Class A Common Stock (the “Share Consideration Shares”) from third parties prior to the Closing.

In addition to the Prepayment Amount, MCAC shall pay directly from the Trust Account on the Prepayment Date, an amount equal to the product of 40,000 and the Initial Price (the “Additional Consideration”), for the purpose of repayment of Meteora having actually purchased additional shares of Class A Common Stock (the “Share Consideration Shares”) from third parties prior to the Closing.

The Additional Consideration shall be free and clear of all obligations of Meteora in connection with signing a definitive agreement for the Forward Purchase Transaction.

From time to time following the Closing, Meteora may sell Recycled Shares at any time and at any sales price, without payment by Meteora of any Early Termination Obligation (as defined in the Forward Purchase Agreement), until such time as the proceeds from the sales equal 100 % of the Prepayment Shortfall.

From time to time following the Closing and prior to the earliest to occur of (a) the third anniversary of the Closing and (b) the date specified by Meteora in a written notice to be delivered to MCAC at Meteora’s discretion after the occurrence of any of a (x) Trigger

Event (defined below) or (y) Delisting Event (each as defined in the Forward Purchase Agreement) (in each case, the “Maturity Date”), Meteora may, in its sole discretion, sell some or all of the shares.

From time to time following the closing of the merger and prior to the earliest to occur of (a) the third anniversary of the Closing and (b) the date specified by Meteora in a written notice to be delivered to MCAC at Meteora’s discretion after the occurrence of any of a (x) Trigger Event (defined below) or (y) Delisting Event (each as defined in the Forward Purchase Agreement) (in each case, the “Maturity Date”), Meteora may, in its sole discretion, sell some or all of the shares.

On the Maturity Date, the escrow agent shall transfer to Meteora an amount in cash equal to the product of (x)(i) the number of shares as set forth in the initial Pricing Date Notice (as defined in the Forward Purchase Agreement) less (b) the number of Terminated Shares (as defined in the Forward Purchase Agreement) (the “Matured Shares”) multiplied by (y) the Initial Price and Meteora shall transfer to the escrow agent for the benefit of MCAC the Matured Shares less the Maturity Shares and the Penalty Shares (each as defined below).

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If the Maturity Shares are not freely tradable, Meteora shall instead receive such number of shares equal to the product of (i) three (3) and (ii) 6,600,000 minus the Terminated Shares (as defined in the Forward Purchase Agreement) (the “Penalty Shares”);

provided, however, that if the Penalty Shares are freely tradable within 45 days after the Maturity Date, Meteora shall return such number of Penalty Shares that are valued in excess of Maturity Consideration based on the 10-day VWAP ending on the date that such shares satisfied the Share Conditions.

Pursuant to the terms of the Forward Purchase Agreement, MCAC agreed to pay to Meteora an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Meteora or its affiliates in connection with this Forward Purchase Transaction not to exceed (a) $ 75,000 , (b) a quarterly fee of $ 5,000 (initially payable on the Trade Date (as defined in the agreement) and upon the first business day of each quarter and (c) expenses actually incurred in connection with the acquisition of the shares in an amount not to exceed $ 0.05 per share and $ 0.03 per disposition of each share.

In addition, pursuant to the terms and conditions of the Forward Purchase Agreement, ConnectM and the Combined Company agree, from and after December 31, 2022, not to incur in excess of $ 25.0 million of indebtedness through and including the 90th day following the Prepayment Date without the prior written consent of Meteora.

provided, however, that if the Penalty Shares are freely tradable within 45 days after the Maturity Date, Meteora shall return to appreciate such number of Penalty Shares that are valued in excess of Maturity Consideration based on the 10-day VWAP ending on the date that such shares satisfied the Share Conditions.

Trade Date (as defined in the agreement) and upon the first business day of each quarter and (c) expenses actually incurred in connection with the acquisition of the Shares in an amount not to exceed $ 0.05 per Share and $ 0.03 per disposition of each Share.

A break-up fee equal to (i) all of Meteora’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement capped at $ 75,000 plus (ii) $ 500,000 , shall be payable by the Combined Company to Meteora in the event the Forward Purchase Agreement is terminated by MCAC.

In the event that the Merger Agreement is terminated pursuant to its terms prior to the closing of the Business Combination, no break-up fee will be due to Meteora from MCAC or ConnectM.

Use of Funds Restricted for Payment of Taxes

In April 2023, the Company withdrew $ 302,000 of interest and dividend income earned in the Trust Account.

Such amount was restricted for payment of the Company’s income tax liabilities as provided in the Company’s charter.

During the second quarter of 2023, $ 87,000 of these funds were inadvertently used for the payments of general operating expenses.

These funds were replenished to the Company’s operating account by ConnectM on August 21, 2023 in the form of a working capital loan with the same terms as the Working Capital Loans from the Sponsor.

During the third quarter of 2023, additional funds restricted for payment of the Company’s income tax liabilities totaling approximately $ 215,000 were utilized for the payments of general operating expenses.

As of September 30, 2023, the funds were replenished to the Company’s operating account by ConnectM in the form of a working capital loan with the same terms as the Working Capital Loans from the Sponsor.

Between October 12, 2023 and November 10, 2023, additional funds restricted for payment of the Company’s income tax liabilities totaling approximately $ 58,000 were utilized for the payments of general operating expenses and were subsequently replenished to the Company’s operating account on November 13, 2023 by ConnectM in the form of a working capital loan with the same terms as the Working Capital Loans from the Sponsor.

The Company requested and received from Continental Stock Transfer & Trust Company, a waiver of these instances of non-compliance with the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company.

Going Concern Consideration

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The Company may withdraw interest income earned in the Trust Account to pay income and franchise taxes.

As of December 31, 2022 and 2021, none of the principal amount in the Trust Account was withdrawn as described above.

During the years ended December 31, 2023 and 2022, $ 1,588,710 and $ 0 , respectively, of dividend and interest income was withdrawn from the trust account for payment of franchise and income taxes.

In addition, in order to fund working capital deficiencies and finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loan”) (see Note 5).

As of December 31, 2023, the Company had $ 739,457 outstanding Working Capital Loans in the form of a convertible note (Note 5) from the Sponsor.

The proceeds held outside of the Trust Account subsequent to the closing of the IPO may not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the consolidated financial statements, assuming that a Business Combination

is not consummated during that time.

The Company is required to complete a Business Combination within 12 months of the IPO date, absent any extensions available at the Company’s option up to two times by an additional three months each time, at $ 0.10 per unit outstanding after the redemptions per extension per Class A share subject to possible redemption paid into the Trust Account by the Sponsor (the “Extension Option”).

Considering that the Sponsor’s ability to fund the Extension Option is uncertain, the Company may be required to dissolve in May 2023, should a Business Combination not be consummated within that timeframe.

Further, during the year ended December 31, 2023, the Company received $ 445,000 in loans from ConnectM in the same form as the Working Capital Loans (see Note 6).

The Company is required to complete a Business Combination within 24 months of the IPO date, subject to the exercise of the Additional Extension Options.

On May 9, 2023, the Company exercised the Extension Option through the First Extension Payment made by ConnectM into the Trust Account.

On August 11, 2023, the Company further extended the period of time available to consummate its Business Combination to November 13, 2023, pursuant to the Second Extension Payment made by ConnectM into the Trust Account.

The Second Extension Payment represented the second and final of two three-month extensions permitted under the Company’s governing documents.

On November 6, 2023, the stockholders of MCAC held a special meeting of stockholders where the MCAC stockholders approved the Amended Charter and IMTA Amendment.

The Amended Charter provides the board of directors of MCAC with the right to extend the date by which MCAC has to consummate its Business Combination up to an additional six (6) times for one (1) month each time from November 13, 2023 to May 13, 2024, by depositing into the Trust Account, for each one -month extension, the lesser of (a) $ 414,000 and (b) $ 0.045 for each then-outstanding share of Common Stock after giving effect to the redemption of shares of Common Stock.

On November 9, 2023, the Company further extended the period of time to consummate its Business Combination by an additional one -month period from November 13, 2023 to December 13, 2023 pursuant to the Additional Extension

Options, by ConnectM’s deposit of approximately $ 325,715 into the Trust Account.

On December 11, 2023, the Company further extended the period of time to consummate its Business Combination by an additional one -month period from December 13, 2023 to January 13, 2023 pursuant to the Additional Extension Options, by ConnectM’s deposit of approximately $ 325,716 into the Trust Account.

On January 8, 2024, the Company further extended the deadline for the consummation of an initial business combination for one additional month from January 13, 2024 to February 13, 2024 pursuant to the deposit of approximately $325,715 into the Trust Account by ConnectM.

On February 9, 2024, the Company further extended the deadline for the consummation of an initial business combination for one additional month from February 13, 2024 to March 13, 2024 pursuant to the deposit of approximately $325,715 into the Trust Account by ConnectM.

On March 11, 2024 the Company further extended the deadline for the consummation of an initial business combination for one additional month from March 13, 2024 to April 13, 2024 pursuant to the deposit of approximately $325,715 into the Trust Account by ConnectM.

If the Company is unable to complete an initial Business Combination before the deadline, currently May 13, 2024, the Company will cease all operations and dissolve.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

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Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of the ConnectM business combination transaction or any other potential transaction, and reducing overhead expenses.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern, assuming a Business Combination is not consummated.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board’s (“FASB”) ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the factors discussed above raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the Company is required to liquidate, no later than 10 business days after May 13, 2024.

These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company believes that the proceeds raised in the IPO and the funds potentially available from loans from the Sponsor or any of their affiliates will be sufficient to allow the Company to meet the expenditures required for operating its business.

However, if the estimate of the costs of pursuing a business combination with ConnectM or any other potential target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

The Company believes that the proceeds raised in the IPO and the funds potentially available from loans from the Sponsor, any of their affiliates or third parties will be sufficient to allow the Company to meet the expenditures required for operating its business.

However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete the Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

Risks and Uncertainties

Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control.

The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine.

The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business and ability to complete an Initial Business Combination.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of operations and the Company’s ability to complete an Initial Business Combination with ConnectM or another target company may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control.

The business could be impacted by various social and political circumstances in the U.S.

and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

Specifically, the conflict between Russia and Ukraine and the Israel-Hamas war, and resulting market volatility could adversely affect the Company’s ability to complete a business combination.

In response to the conflict between Russia and Ukraine and Israel and Hamas, the U.S.

and other countries have imposed sanctions or other restrictive actions which could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities.

The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

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domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The excise tax is imposed on the

repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

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In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

On November 6, 2023, the Company’s stockholders redeemed 1,961,875 Class A common shares for a total of $ 20,961,169 .

The Company evaluated the probability that the excise tax may be due on the Trust Account redemptions and determined that a contingent liability should be calculated and recorded.

As of December 31, 2023, the Company recorded $ 209,612 of excise tax liability calculated as 1% of shares redeemed, included in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2023.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

Securities and Exchange Commission.

All significant intercompany balances and transactions have been eliminated in consolidation.

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The excess of the fair value of the Founder Shares was deemed a contribution from the Sponsor for offering costs and working capital.

General and administrative expenses

General and administrative expenses consist primarily of costs to operate as a public company and costs incurred in relation to a potential Business Combination, including legal, accounting, and other expenses.

Costs related to a potential business combination are expensed as incurred.

Net Loss per Share of Common Stock

Business Combination Costs

Costs incurred in relation to a potential business combination may include legal, accounting and other expenses.

Any such costs are expensed as incurred.

The Company incurred approximately $ 1.2 million and $ 0.6 million, respectively, of Business Combination costs for the years ended December 31, 2023 and 2022.

Net Loss per Common Stock share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC 260”).

Net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period.

Net loss per share is computed by dividing net loss by the weighted average number of Common Stock outstanding during the period.

The weighted average shares for the period from September 23, 2021 (inception) through May 13, 2022 were reduced for the effect of an aggregate of 300,000 Class B Common Stock that were subject to forfeiture until the initial public offering.

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With respect to the accretion of the Class A Common Stock subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company deemed the fair value of the Class A Common Stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share.

The Company’s Public Warrants (see Note 3), Private Warrants (see Note 4), and Rights (see Note 3), could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

Additionally, the Embedded Feature (see Note 2) allows for conversion of the convertible notes into Private Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

However, these potentially dilutive instruments were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented.

As a result, diluted loss per share is the same as basic loss per share for the periods presented.

The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented.

As a result, diluted loss per share is the same as basic loss per share for all periods presented.

A reconciliation of net loss per share is as follows for the year ended December 31, 2023:

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( 3,028,738 )

( 14,943,203 )

Net loss to common stock

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( 3,028,738 )

( 14,943,203 )

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

A reconciliation of net loss per share is as follows for the period from September 23, 2021 (inception) through December 31, 2021:

A reconciliation of net loss per share is as follows for the year ended December 31, 2022:

Allocation of undistributable losses

( 2,711,247 )

( 1,011,722 )

( 3,763,638 )

Net loss to common stock

( 2,711,247 )

( 1,011,722 )

( 3,763,638 )

Weighted average shares outstanding, basic and diluted

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Marketable Securities Held in Trust Account

As of December 31, 2022 and 2021, the assets held in the Trust Account were substantially held in money market funds which were invested in U.S.

At December 31, 2023 and 2022, the assets held in the Trust Account were substantially held in a treasury trust fund investing in U.S.

Treasury Bills and U.S.

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These securities are presented on the consolidated balance sheet at fair value at the end of each reporting period.

Earnings on these securities are automatically reinvested, and are included in dividend and interest income in the accompanying consolidated statements of operations.

Earnings on these securities are included in dividend and interest income in the accompanying consolidated statements of operations and are automatically reinvested.

The fair value for these securities is determined using quoted market prices in active markets.

For the year ended December 31, 2022 and during the period from September 23, 2021 (inception) through December 31, 2021, the Company did not withdraw any dividend and interest income from the Trust Account to pay its tax obligations.

During the years ended December 31, 2023 and 2022, the Company withdrew $ 1,588,710 and $ 0 , respectively, of dividend and interest income from the Trust Account for payment of franchise and income tax obligations.

During the year ended December 31, 2022 the Company received a $ 55,466 unconditional and non-refundable reimbursement for certain general and administrative expenses incurred by the Company, from a potential target.

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Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

Concentration of Credit Risk

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Share-Based Payment Arrangements

The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value.

The Company accounts for stock awards in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation,” which requires that all equity awards be accounted for at their fair value.

Fair value is measured on the grant date and is equal to the underlying value of the stock.

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The Company’s common stock sold as part of the Initial Public Offering, features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet.

The redemption value as of December 31, 2022 includes $ 100,000 that can be used to pay any dissolution expenses, should a dissolution event occur.

Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The redemption values as of December 31, 2023 and 2022, include $ 100,000 that can be used to pay any dissolution expenses, should a dissolution event occur.

The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses to be paid from the interest earned in the trust account, up to $ 100,000 , if and when a dissolution is deemed probable.

The Company fully accreted the Class A Common Stock subject to possible redemption to its redemption value at the Initial Public Offering date, and subsequently accretes dividend and interest income earned in the Trust Account in excess of income and franchise taxes payable.

The reconciliation of Class A common stock subject to possible redemption as of December 31, 2022 is as follows:

The reconciliation of Class A common stock subject to possible redemption as of December 31, 2023 and 2022 is as follows:

Gross proceeds from sale of Public Units

7 unchanged sentences

Accretion to redemption value of Class A common stock subject to possible redemption

Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned, net

Class A common stock subject to possible redemption

Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned

Class A common stock subject to possible redemption as of December 31, 2022

Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments

Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned

Redemption of Class A common stock

( 20,961,169 )

Class A common stock subject to possible redemption as of December 31, 2023

Derivative Financial Instruments

The Company issues warrants and Rights (see Note 3) to its investors, the overallotment option to the underwriter (see Note 7), and the Working Capital Loans to the Sponsor (see Note 5).

The Company accounts for financial instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the instruments and applicable authoritative guidance in

ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own stock and whether the holders of the instruments could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

The Company issued warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in 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 meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

At the IPO date, the Public Warrants and Rights (see Note 3) and Private Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change.

At the IPO date, the underwriter’s overallotment option (see Note 7) met the definition of a liability under ASC 480.

The Forward Purchase Agreement with Meteora entered into on December 31, 2022 resulted in Meteora holding a put option on shares to be purchased pursuant to the agreement, up to the maximum of 6,600,000 .

Pursuant to ASC 815, Derivatives and Hedging, this instrument meets the definition of a derivative and accordingly will be recognized at fair value.

The fair value of this put option liability was estimated at $ 2,770,000 at December 31, 2022, assuming Meteora will purchase the maximum number of shares at the consummation of the Business Combination.

This Forward Purchase Agreement liability resulted in the recognition of a $ 2,770,000 loss on the change in fair value of the Forward Purchase Agreement liability in the Company’s consolidated statement of operations for the year ended December 31, 2022.

The fair value of this put option liability was estimated at $ 18,370,000 and $ 2,770,000 at December 31, 2023 and 2022, respectively, assuming Meteora will purchase the maximum number of shares at the consummation of the Business Combination.

The Forward Purchase Agreement liability resulted in the recognition of a $ 15,600,000 and $ 2,770,000 loss on the change in fair value of Forward Purchase Agreement Liability in the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively.

Fair Value Measurements

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In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of December 31, 2022, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account, which are remeasured on a recurring basis using quoted market prices.

The Company did not hold any assets requiring remeasurement on a recurring or non-recurring basis as of December 31, 2021.

During the year ended December 31, 2022, the Company issued an overallotment option to the underwriter (see Note 7), the fair value of which is measured using the Black Scholes Option Pricing Model with significant unobservable inputs.

As of December 31, 2023 and 2022, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account.

The Forward Purchase Agreement liability was valued as of December 31, 2023 and 2022 using the Black-Scholes Option Pricing Model, assuming that Meteora will purchase the maximum number of shares of 6,600,000 at the business combination date, Meteora will receive $ 12.88 and $ 12.20 per share, respectively, upon the put option exercise and hold the shares until the end of its estimated contractual maturity period of 3.25 years.

The fair value of the resulting put option at December 31, 2023 and 2022, was adjusted for 80 % and 12 % probability of the completion of a business combination, respectively.

Additionally, the valuation utilized a 41.7 % and 43.2 % volatility rate as of December 31, 2023 and 2022, respectively, and a 4.0 % and 4.2 % discount rate as of December 31, 2023 and 2022, respectively.

As such, the Forward Purchase Agreement liability is considered to be a recurring Level 3 fair value measurement.

During the year ended December 31, 2022, the Company issued an overallotment option to the underwriter (see Note 8), the fair value of which was measured using the Black Scholes Option Pricing Model with significant unobservable inputs.

The overallotment option was fully exercised on the IPO date.

The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

The fair value was based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

Therefore, the overallotment liability is considered to be a Level 3 financial instrument.

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Expected life (in years)

The Representative Shares and Transferred Founder Shares were valued using the fair value of the Class A common stock, adjusted for the probability of consummation of the Business Combination and a discount for lack of marketability.

As such, these are considered to be non-recurring Level 3 fair value measurements.

The Forward Purchase Agreement liability was valued using the put option pricing model, assuming that Meteora will purchase the maximum number of shares of 6,600,000 at the consummation of the Business Combination, Meteora will receive $ 12.20 per share upon the put option exercise and hold the shares until the end of its estimated contractual maturity period of 3.5 years.

The value of the resulting put option was adjusted for 12 % probability of the completion of a business combination based on the probabilities implied in the traded rights for SPACs to receive shares upon a business combination.

As such, the Forward Purchase Agreement liability is considered to be a recurring Level 3 fair value measurement.

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the year ended December 31, 2023.

Forward Purchase

Balance at January 1, 2023

Change in fair value of Forward Purchase Agreement Liability

Balance at December 31, 2023

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the year ended December 31, 2022

Overallotment

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Exercise of overallotment option

Loss on change in fair value of Forward Purchase Agreement liability

Change in fair value of Forward Purchase Agreement Liability

Balance at December 31, 2022

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $ 400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

The Note was non - interest bearing and payable on the earlier of June 24, 2022 or the consummation of the Initial Public Offering.

The Note totaled $ 0 as of December 31, 2023 and 2022, respectively.

The Note balance of $ 354,100 as of the IPO date was repaid on May 16, 2022 from the proceeds of the Initial Public Offering not placed in the Trust Account.

Working Capital Loan

The Working Capital Loans (Note 5) are issued in the form of convertible notes.

The embedded feature to convert the Working Capital Loans into Private Warrants at a price of $1.00 per warrant (the “Embedded Feature”) does not meet the definition of a derivative under ASC 815-10-15-94 through 98 and is not required to be accounted for separately.

The embedded feature to convert the Working Capital Loans into Private Warrants at a price of $ 1.00 per warrant (the “Embedded Feature”) does not meet the definition of a derivative under ASC 815 and is not required to be accounted for separately, as it is eligible for the scope exception under ASC 815-10-15-74(a) related to contracts indexed to the Company’s own stock.

Due to Sponsor – related party

The Due to Sponsor balance as of December 31, 2022 includes $ 4,860 of cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5) and $ 5,100 of unpaid monthly administrative service fees.

The Due to Sponsor – related party balance as of December 31, 2023 totaled $ 68,460 , of which $ 63,600 represents unpaid monthly administrative fees and $ 4,860 represents cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5).

These funds will be remitted to the Sponsor in the normal course of business.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.

The Company is not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Due to Sponsor balance as of December 31, 2022 of $ 9,960 includes $ 5,100 in unpaid monthly administrative fees and $ 4,860 in cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5).

The Company adopted ASC 740, “Income Taxes”, at its inception.

Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities.

The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company.

The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction.

The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty.

Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings.

Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate.

As of December 31, 2023 and 2022, the Company has no accrued interest or penalties related to uncertain tax positions.

The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Standards

In August 2020, the FASB issued 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):

Accounting for Convertible Instruments and Contracts in an

Entity’s Own Equity.

This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments.

This guidance also modifies the guidance on diluted earnings per share calculations.

This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, but allows for early adoption.

The Company adopted this standard effective January 1, 2022 and the adoption did not have material impact on the Company’s consolidated financial statements.

The Company does not expect any other recently issued standards to have a material impact on the Company’s consolidated financial statements.

The Company does not expect any recently issued standards to have a material impact on the Company’s consolidated financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

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Each Private Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment.

The proceeds from the private placement of the Private Warrants partially funded the Trust Account and IPO issuance costs, and will fund the future operations prior to the business combination.

The proceeds from the private placement of the Private Warrants funded the trust account, IPO issuance costs and will fund the future operations prior to the business combination.

If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Warrants, will be included in the liquidating distribution to the public stockholders and the Private Warrants will be worthless (see Note 8).

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As the Underwriters exercised their overallotment option in full at the IPO date, the forfeiture provisions lapsed for 300,000 Founder Shares.

On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Kathy Cuocolo, Leela Gray and Stephen Markscheid, the Board of Directors nominees.

On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Kathy Cuocolo, Leela Gray and Stephen Markscheid, the independent directors of MCAC.

In addition, at the IPO date, the Sponsor sold 60,000 Founder Shares to each Anchor Investor, or the aggregate of 600,000 Founders Shares to the group of ten Anchor Investors (see Note 1).

The proceeds of $ 4,860 from the sale were collected by the Company on behalf of the Sponsor, and are included in Due to Sponsor – related party on the accompanying consolidated balance sheet as of December 31, 2022.

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $ 400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

This loan is non-interest bearing and payable on the earlier of June 24, 2022 or the consummation of the Initial Public Offering.

The principal balance of the Note totaled $ 0 and $ 80,000 as of December 31, 2022 and 2021, respectively.

The Note balance of $ 354,100 as of the IPO date was repaid on May 16, 2022 from the proceeds of the Initial Public Offering not placed in the Trust Account (see Note 5).

The proceeds of $ 4,860 from the sale were collected by the Company on behalf of the Sponsor and are included in Due to Sponsor – related party on the accompanying consolidated balance sheets as of December 31, 2023 and 2022, respectively.

Working Capital Loans

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In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

During the year ended December 31, 2022, the Sponsor loaned the Company $ 157,000 in Working Capital Loans.

The Working Capital Loans are to be repaid upon consummation of a Business Combination, without interest, or, at the lender’s option, up to $ 1.5 million of the outstanding Working Capital Loans are convertible into Private Warrants at a price of $ 1.00 per warrant.

During the years ended December 31, 2023 and 2022, the Sponsor loaned the Company $ 582,457 and $ 157,000 in Working Capital Loans, respectively.

$ 1.00 per warrant.

As of December 31, 2023 and 2022, the Company had $ 739,457 and $ 157,000 , respectively, borrowed under the Working Capital Loans from the Sponsor included in Convertible note – related party in the accompanying consolidated balance sheets.

Administrative Support Agreement

In conjunction with the IPO closing, the Company entered into the administrative support agreement under which it will pay the Sponsor a total of $ 10,000 per month, for up to 12 months (or up to 18 months if we use our options to extend the period of time to consummate an initial business combination), for office space, secretarial and administrative services.

In conjunction with the IPO closing, the Company entered into the administrative support agreement under which it pays the Sponsor a total of $ 10,000 per month for office space, secretarial and administrative services.

Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

The Company incurred $ 75,000 under the agreement during the year ended December 31, 2022.

As of December 31, 2022, $ 5,100 was due under the administrative support agreement, included in Due to Related Party on the accompanying consolidated balance sheet.

The Company incurred $ 120,000 and $ 75,000 under the agreement during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, $ 63,600 and $ 5,100 , respectively, was due under the administrative support agreement, included in Due to Sponsor - related party (see Note 2) on the consolidated balance sheet.

NOTE 6 — CONVERTIBLE NOTE

During the years ended December 31, 2023 and 2022, the Company received $ 445,000 and $ 0 , respectively, from ConnectM in the form of convertible notes, with terms identical to those of the Working Capital Loans (Note 5) from the Sponsor.

As of December 31, 2023, $ 445,000 was due to ConnectM, included in convertible note on the consolidated balance sheet.

NOTE 7 — INCOME TAXES

The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible.

During the year ended December 31, 2022 and the period from September 23, 2021 (inception) through December 31, 2021, $ 240,507 and $ 0 , respectively, of income tax expense was recorded.

The Company’s effective tax rate for the year ended December 31, 2022 was 6.8 %.

The difference between the effective tax rate of 6.8 % for the year ended December 31, 2022, and the U.S.

federal statutory rate of 21 % was primarily due to the change in the valuation allowance and the permanent difference arising from the loss on change in fair value of Forward Purchase Agreement liability.

The Company’s effective tax rate for the period from September 23, 2021 (inception) through December 31, 2021 was 0 %.

The difference between the effective tax rate of 0 % for the period from September 23, 2021 (inception) through December 31, 2021, and the U.S.

federal statutory rate of 21 % was primarily due to the full valuation allowance recognized against the deferred tax assets.

The income tax provision consisted of the following for the year ended December 31, 2022 and for the period from September 23, 2021 (inception) through December 31, 2021:

During the years ended December 31, 2023 and 2022, $ 913,808 and $ 240,507 , respectively, of income tax expense was recorded in accompanying consolidated statements of operations.

The reconciliation of the U.S.

statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2023 and 2022 is as follows:

For the year ended December 31,

Statutory Federal Tax

Business combination costs

Loss on Forward Purchase Agreement liability

Change in valuation allowance

Effective Tax Rate

The income tax provision consisted of the following for the years ended December 31, 2023 and 2022:

Change in valuation allowance

Income tax provision

3 unchanged sentences

Startup/Organization expenses

Total deferred tax asset

Total deferred tax assets

Valuation allowance

Deferred tax asset, net of valuation allowance

Deferred tax asset, net of allowance

As of December 31, 2023 and 2022, the Company has U.S.

federal net operating loss carryovers of $ 0 and $ 659 , respectively, that do not expire.

federal net operating loss carryovers of $ 0 .

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

2 unchanged sentences

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

There were no unrecognized tax benefits as of December 31, 2022 and 2021.

No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021.

The Company is currently not aware of any issues that could result in significant payments, accruals or material deviation from its position.

The Company has no uncertain tax positions related to federal and state income taxes.

The Company is subject to income tax examinations by major taxing authorities since inception.

In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the financial statements as tax expense.

NOTE 8 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants (as defined below) (including securities contained therein) issued in connection with the Initial Public Offering and Private Placement Warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans (see Note 5), and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants (and underlying Class A common stock) that may be issued upon conversion of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement to be signed at the effective date of the Initial Public Offering, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion of the Class A common stock).

The holders of the Founder Shares, Private Placement Warrants (as defined below) (including securities contained therein) issued in connection with the Initial Public Offering and Private Placement warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans (see Note 5), and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and Public Warrants (and underlying Class A common stock) that may be issued upon conversion of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement to be signed at the effective date of the Initial Public Offering, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion of the Class A common stock).

The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

1 unchanged sentence

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering securities.

See Note 1 for discussion of amendments to the registration rights agreement to take effect upon the closing of the Business Combination.

Underwriting Agreement

4 unchanged sentences

In addition, in conjunction with the Initial Public Offering, the Company issued to the underwriter 138,000 shares of Class A common stock for nominal consideration (the “Representative Shares”).

The holders of the Representative Shares agreed (a) that they will not

transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period.

The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period.

The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

2 unchanged sentences

Pursuant to the terms of the Forward Purchase Agreement, MCAC agreed to pay to Meteora an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Meteora or its affiliates in connection with this Forward Purchase Transaction not to exceed (a) $ 75,000 , (b) a quarterly fee of $ 5,000 (initially payable on the Trade Date (as defined in the agreement) and upon the first business day of each quarter and (c) expenses actually incurred in connection with the acquisition of the Shares in an amount not to exceed $ 0.05 per Share and $ 0.03 per disposition of each Share.

In addition, a break-up fee equal to (i) all of Meteora’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement capped at $ 75,000 plus (ii) $ 500,000 , shall be payable by the Combined Company to Meteora in the event the Forward Purchase Agreement is terminated by MCAC.

In addition, a break-up fee equal to (i) all of Meteora’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement

capped at $ 75,000 plus (ii) $ 500,000 , shall be payable by the Combined Company to Meteora in the event the Forward Purchase Agreement is terminated by MCAC.

Refer to Note 1 for further discussion of the Forward Purchase Agreement.

NOTE 9 — STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2023 and 2022 there were no shares of preferred stock issued or outstanding.

1 unchanged sentence

Holders of Class A common stock are entitled to one vote for each share.

As of December 31, 2022 and 2021, there were 9,338,000 and zero shares of Class A common stock issued or outstanding, respectively.

As of December 31, 2023 and 2022, there were 7,376,125 and 9,338,000 , respectively, shares of Class A common stock issued and outstanding.

Of the total Class A common stock shares issued and outstanding, 7,238,125 and 9,200,000 shares are included in temporary equity as of December 31, 2023 and 2022, respectively, in accordance with the Company’s accounting policy described in Note 2.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock, with a par value of $ 0.0001 per share.

7 unchanged sentences

In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one.

Warrants — As of December 31, 2022, 9,200,000 and 3,040,000 Public Warrants and Private Placement Warrants (the “Warrants”) were outstanding, respectively.

As of December 31, 2021, zero Warrants were outstanding.

Warrants — As of December 31, 2023 and 2022, 9,200,000 Public Warrants and 3,040,000 Private Placement Warrants (the “Warrants”) were outstanding.

The Public and Private Placement Warrants were issued in the same form at the IPO date.

Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 per share.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a Newly Issued Price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a Newly Issued Price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors of MCAC and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

The Warrants will become exercisable 30 days after the completion of a Business Combination.

However, no Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of common stock upon exercise of a Warrant unless the common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.

However, no Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of common stock upon exercise of a Warrant unless the

common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.

In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit.

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● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period commencing once the warrants become exercisable and ending three days before we send the notice of redemption to the warrant holders.

If the Company call the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants.

If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third day prior to the date on which the notice of redemption is sent to the holders of warrants.

Rights — As of December 31, 2022 and 2021, 9,200,000 and zero Rights were outstanding, respectively.

Rights — As of December 31, 2023 and 2022, 9,200,000 Rights were outstanding.

Each holder of the Rights issued at the IPO date will automatically receive one -tenth (1/10) of one share of Class A common stock upon consummation of the initial Business Combination.

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NOTE 10 — STOCK-BASED COMPENSATION

In October 2021, the Sponsor transferred 25,000 Founder Shares to each of the three independent director nominees as compensation for their service on the Board.

In October 2021, the Sponsor transferred 25,000 shares of Class B common stock to each of the three independent director nominees as compensation for their service on the board of directors of MCAC.

If the director nominee does not become a director of the Company at the time of the IPO, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company (“the Triggering Event”), all of such purchaser’s shares shall be returned to Sponsor.

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As a result, any compensation expense in relation to these grants would be not recognized until the Triggering Event.

As a result, the Company recorded no compensation expense for the year ended December 31, 2022 or for the period from September 23, 2021 (inception) through December 31, 2021.

As a result, the Company recorded no compensation expense for any periods through December 31, 2023.

The fair value of the Founder Shares on the grant date was approximately $ 0.87 per share.

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The aggregate grant date fair value of the awards amounted to approximately $ 65,000 .

Total unrecognized compensation expense related to unvested Founder Shares at December 31, 2022 amounted to approximately $ 65,000 and is expected to be recognized upon the Triggering Event.

Total unrecognized compensation expense related to unvested Founder Shares at December 31, 2023 and 2022 amounted to approximately $ 65,000 and is expected to be recognized upon the Triggering Event.

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

The Company did not identify any subsequent events that require adjustment or disclosure in the consolidated financial statements, other than what has already been disclosed in the notes above.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures