ConnectM Technology Solutions, Inc 10-Q for FY2023 Q3

ConnectM Technology Solutions, Inc. (CNTM)

10-Q 2023-11-24 For: 2023-09-30

Added on April 08, 2026

About this 10-Q

ConnectM Technology Solutions, Inc filed this 10-Q on November 24, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).

Headline figures

Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $3.54M; compared with a net loss of $180.72K a year earlier

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Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock and one redeemable Warrant	MCACU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	MCAC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock for $11.50 per share	MCACW	The Nasdaq Stock Market LLC
Rights, each right receives one-tenth of one share of Class A common stock	MCACR	The NASDAQ Stock Market LLC


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒


		Page
PART I. FINANCIAL INFORMATION		3
Item 1	Unaudited Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35
PART II-OTHER INFORMATION		37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits.	38
SIGNATURES		39


	September 30,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets:
Cash	$	312,481	$	5,938
Prepaid expenses		49,414		6,783
Total current assets		361,895		12,721
Marketable securities held in trust account		98,945,768		94,209,804
Total assets	$	99,307,663	$	94,222,525

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accrued offering costs	$	55,201	$	225,201
Accrued expenses		2,301,684		1,425,780
Convertible note – related party		579,000		157,000
Convertible note		375,000		—
Due to Sponsor - related party		49,960		9,960
Deferred credit – term extension fee funded by acquisition target company		1,840,000		—
Income taxes payable		927,399		240,507
Total current liabilities		6,128,244		2,058,448
Deferred underwriting fees payable		3,680,000		3,680,000
Forward Purchase Agreement Liability		13,080,000		2,770,000
Total liabilities		22,888,244		8,508,448

Commitments and Contingencies (Note 8)
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 9,200,000 shares subject to possible redemption issued and outstanding as of September 30, 2023 and December 31, 2022		98,169,709		93,768,637

Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 138,000 shares not subject to possible redemption (excluding 9,200,000 shares subject to possible redemption) issued and outstanding as of September 30, 2023 and December 31, 2022		14		14
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,300,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022		230		230
Accumulated deficit		(21,750,534)		(8,054,804)

Total stockholders’ deficit		(21,750,290)		(8,054,560)

Total Liabilities and Stockholders’ Deficit	$	99,307,663	$	94,222,525


	For the three months ended September 30,				For the nine months ended September 30,
	2023		2022		2023		2022
General and administrative expenses	$	345,968	$	515,626	$	1,698,933	$	1,058,528
Loss from operations		(345,968)		(515,626)		(1,698,933)		(1,058,528)
Other income (expense):
Dividend and interest income		1,266,882		419,178		3,401,167		504,196
Other income		—		55,466		—		55,466
Loss on change in fair value of Forward Purchase Agreement Liability		(4,210,000)		—		(10,310,000)		—
Loss before income taxes		(3,289,086)		(40,982)		(8,607,766)		(498,866)
Income tax provision		(254,792)		(139,736)		(686,892)		(169,952)
Net Loss	$	(3,543,878)	$	(180,718)	$	(9,294,658)	$	(668,818)

Weighted average shares outstanding of Class A common stock subject to possible redemption		9,200,000		9,200,000		9,200,000		4,751,648

Basic and diluted net loss per share, Class A common stock subject to possible redemption (see Note 2)	$	(0.30)	$	(0.02)	$	(0.80)	$	(0.10)

Weighted average shares outstanding of Class A common stock		138,000		138,000		138,000		71,275

Basic and diluted net loss per share, Class A common stock (see Note 2)	$	(0.30)	$	(0.02)	$	(0.80)	$	(0.10)

Weighted average shares outstanding of Class B common stock		2,300,000		2,300,000		2,300,000		2,154,945

Basic and diluted net loss per share, Class B common stock (see Note 2)	$	(0.30)	$	(0.02)	$	(0.80)	$	(0.10)


	Common Stock Subject to
	Possible Redemption			Common Stock						Additional				Total
	Class A			Class A			Class B			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance – January 1, 2023	9,200,000	$	93,768,637	138,000	$	14	2,300,000	$	230	$	—	$	(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	—		731,188	—		—	—		—		—		(731,188)		(731,188)
Net loss	—		—	—		—	—		—		—		(585,537)		(585,537)
Balance – March 31, 2023	9,200,000		94,499,825	138,000		14	2,300,000		230		—		(9,371,529)		(9,371,285)
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payment	—		920,000	—		—	—		—		—		(920,000)		(920,000)
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned	—		867,794	—		—	—		—		—		(867,794)		(867,794)
Net loss	—		—	—		—	—		—		—		(5,165,243)		(5,165,243)
Balance – June 30, 2023	9,200,000	$	96,287,319	138,000	$	14	2,300,000	$	230	$	—	$	(16,324,566)	$	(16,324,322)
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payment	—		920,000	—		—	—		—		—		(920,000)		(920,000)
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned	—		962,090	—		—	—		—		—		(962,090)		(962,090)
Net loss	—		—	—		—	—		—		—		(3,543,878)		(3,543,878)
Balance – September 30, 2023	9,200,000	$	98,169,709	138,000	$	14	2,300,000	$	230	$	—	$	(21,750,534)	$	(21,750,290)


	Class A
	subject to
	possible
	redemption		Class A		Class B
Allocation of undistributable losses		(2,801,485)		(42,022)		(700,371)
Net loss to common stock	$	(2,801,485)	$	(42,022)	$	(700,371)

Weighted average shares outstanding, basic and diluted		9,200,000		138,000		2,300,000

Basic and diluted net loss per share	$	(0.30)	$	(0.30)	$	(0.30)


Gross proceeds from sale of Public Units	$	92,000,000
Less: Proceeds allocated to Public Warrants (Note 3)		(1,613,009)
Less: Proceeds allocated to Rights (Note 3)		(4,301,659)
Less: Proceeds allocated to underwriter’s overallotment option (Note 7)		(52,147)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(8,139,659)
Accretion to redemption value of Class A common stock subject to possible redemption		15,026,474
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		848,637
Class A common stock subject to possible redemption as of December 31, 2022	$	93,768,637
Accretion to redemption value of Class A common stock subject to possible redemption due to First and Second Extension Payment		1,840,000
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		2,561,072
Class A common stock subject to possible redemption as of September 30, 2023	$	98,169,709


	Forward
	Purchase
	Agreement
	Liability
Balance at January 1, 2023	$	2,770,000
Change in fair value of Forward Purchase Agreement Liability		560,000
Balance at March 31, 2023	$	3,330,000
Change in fair value of Forward Purchase Agreement Liability		5,540,000
Balance at June 30, 2023	$	8,870,000
Change in fair value of Forward Purchase Agreement Liability		4,210,000
Balance at September 30, 2023	$	13,080,000

Exhibit Number		Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	MONTEREY CAPITAL ACQUISITION CORPORATION

	By:	/s/ Bala Padmakumar
		Name: Bala Padmakumar
		Title: Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Daniel Davis
		Name: Daniel Davis
		Title: Chief Executive Officer (Principal Financial Officer)


Date: November 22, 2023	By:	/s/ Bala Padmakumar
		Bala Padmakumar
		Chief Executive Officer
		(Principal Executive Officer)


Date: November 22, 2023	By:	/s/ Daniel Davis
		Daniel Davis
		Chief Financial Officer
		(Principal Financial and Accounting Officer)


Date: November 22, 2023	/s/ Bala Padmakumar
	Name:	Bala Padmakumar
	Title:	Chief Executive Officer
		(Principal Executive Officer)