What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-08-04 compared with 2024-03-13 · 32 added, 13 removed, 3 unchanged (94% of the section changed)

1 unchanged sentence

Market Information

Our Units began trading on The Nasdaq Global Market under the symbol “MCACU”, on May 12, 2022.

On June 28, 2022, we announced that holders of our Units could elect to separately trade our Class A Common Stock and Warrants included in the Units.

On July 1, 2022, our shares of common stock and Warrants became available for separate trading on Nasdaq under the symbols “MCAC,” “MCACW,” and “MCACR,” respectively.

As of March 13, 2024, we had 7,376,125 outstanding shares of Class A Common Stock, 2,300,000 outstanding shares of Class B Common Stock, four holders of record of our Class A Common Stock and twenty holders of record of our Class B Common Stock.

Unregistered Sales of Securities

On October 6, 2021, our Sponsor purchased 2,875,000 shares of our Class B Common Stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000.

On May 10, 2022, our Sponsor forfeited 575,000 Founder Shares for no consideration, which we cancelled, resulting in our Sponsor and directors holding an aggregate of 2,300,000 Founder Shares.

Our Sponsor agreed to forfeit up to 300,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares will represent 20.0% of our issued and outstanding shares after the Initial Public Offering.

On May 13, 2022, the underwriter fully exercised the over-allotment option to purchase an additional 1,200,000 Units and the forfeiture provisions lapsed for the 300,000 Founder Shares.

On May 13, 2022, our Sponsor purchased 3,040,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $3.04 million.

These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Our Common Stock is currently listed on OTC Market under the symbol “CNTM.” The Company intends to list the warrants to purchase shares of Common Stock with an exercise price of $11.50 per share (the “ Public Warrants ”) on the OTC Market.

Holders of Record

As of August 1, 2025, there were 2,302 holders of record of our Common Stock and 10 holders of record of our Public Warrants.

The actual number of stockholders of our Common Stock and the actual number of holders of our Public Warrants is greater than the number of record holders and includes holders of our Common Stock or Public Warrants whose shares of Common Stock or Public Warrants are held in street name by brokers and other nominees.

Dividend Policy

We have never declared or paid a cash dividend on our common stock.

We do not expect to pay cash dividends on our common stock in the foreseeable future.

We currently intend to retain our earnings, if any, for use in our business.

Any dividends declared in the future will be at the discretion of our Board and subject to any restrictions that may be imposed by our lenders.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2024 with respect to securities that may be issued under our equity compensation plans:

Available for

Future Issuance

Securities to be

Reflected in the

Plan Category

First Column)

Equity incentive plans approved by security holders

Equity incentive plans not approved by security holders

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the year ended December 31, 2023.

Recent Sales of Unregistered Securities

Between January 1, 2025 and the date of this filing, the Company issued an aggregate of 42,537,784 shares of its common stock in transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”).

These issuances included:

(i) shares issued to certain directors, officers, advisors, and employees of the Company as equity compensation for services rendered;

(ii) shares issued to debtholders in connection with debt-to-equity exchanges, whereby outstanding obligations were converted into common stock;

(iii) shares issued as consideration for an acquisition completed during the period;

and (iv) shares issued pursuant to common stock subscription agreements.

The unregistered shares details 2,207,222 unregistered shares were issued to BOD/Employees/Advisors/Vendors, 3,658,333 unregistered shares were issued for common stock subscriptions, 15,290,930 unregistered shares were issued towards debt-to-equity and convertible-note-exchange conversions, 2,737,168 unregistered shares related to share reset issuances, and 4.9 million unregistered shares issued for ATS/SES Acquisition.

There were 13,744,131 shares issued that were exempt from registration under Section 3(a)(10) of the Securities Act.

The issuances to directors, officers, advisors, and employees were made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 701 promulgated thereunder, as transactions not involving a public offering and/or under compensatory benefit plans and contracts relating to compensation.

The issuances to debtholders were made pursuant to the exemption from registration under Section 4(a)(2) as transaction not involving a public offering, Section 3(a)(9) and/or Section 3(a)(10) of the Securities Act, as exchanges with existing security holders or transactions approved by a court or authorized governmental entity, without payment of any commission or other remuneration.

The shares issued in connection with the acquisition were made pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, as private placements to accredited investors.

The shares issued pursuant to common stock subscription agreements were issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, as private placements without general solicitation or advertising, to accredited investors.

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 5. Market for Registrant’s Common Equity