10-Q - CNTM - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41389

ConnectM Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	87-2898342
(State or other jurisdiction of<br>incorporation or organization)	(I.R.S. Employer<br>Identification Number)


2 Mount Royal Avenue, Suite 550 Marlborough , Massachusetts		01752
(Address of principal executive offices)		(Zip Code)

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

Not applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act: none.

As of September 16, 2025, there were 71,631,073 shares of common stock of the Company issued and outstanding.

Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Report”) contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and releases issued by the SEC and within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Forward-looking statements include, among others, information concerning our strategy, future operations, future financial position, future revenue, projected expenses, business prospects, and plans and objectives of management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict, “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

Forward-looking statements contained in this Report include, but are not limited to, statements about the following:

●	the Company operates in the early-stage market of modern energy economy (“MEE”) adoption (which includes AI-powered electrification and distributed energy) has a history of losses and expects to incur significant ongoing expenses;
●	the Company’s management has limited experience in operating a public company;
---	---
●	the Company has identified material weaknesses in its internal control over financial reporting and if it is unable to remediate these material weaknesses, or if the Company identifies additional material weaknesses in the future or otherwise fails to maintain an effective internal control over financial reporting, this may result in material misstatements of the Company’s consolidated financial statements or cause the Company to fail to meet its periodic reporting obligations;
---	---
●	the Company’s growth strategy depends on the widespread adoption of MEE Services;
---	---
●	if the Company cannot compete successfully against other MEE Service Providers, it may not be successful in developing its operations and its business may suffer;
---	---
●	with respect to providing electricity on a price-competitive basis, solar systems face competition from traditional regulated electric utilities, from less-regulated third party energy service providers and from new renewable energy companies;
---	---
●	the Company’s market is characterized by rapid technological change, which requires it to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of its products and its financial results;
---	---
●	developments in alternative technologies may materially adversely affect demand for the Company’s offerings; and
---	---
●	the possibility that we may be adversely affected by other economic, business or competitive factors and may not be able to manage other risks and uncertainties set forth in the section titled “Risk Factors,” which is incorporated herein by reference.
---	---

We caution you that the foregoing list does not contain all of the risks or uncertainties that could affect the Company.

Forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this Report. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Report. You should read this Report and the documents that we have filed as exhibits hereto, completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Table of Contents TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION (unaudited)		3
Item 1.	Unaudited Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended June 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II – OTHER INFORMATION		35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
Signatures		37

Table of Contents PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

CONNECTM TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in USD, except number of shares)


	June 30,		December 31,
	2025		2024
	(unaudited)
Assets
Current assets
Cash	$	2,658,044	$	2,407,843
Accounts receivable		5,480,311		1,897,471
Contract asset		184,523		206,750
Inventories, net		889,177		550,695
Forward purchase agreement derivative asset		—		1,471,000
Working capital advances		164,529		266,831
Prepaid expenses and other current assets		1,262,212		1,530,842
Total current assets		10,638,796		8,331,432
Right-of-use asset – operating lease		262,302		221,479
Right-of-use asset – finance lease		85,473		130,774
Property and equipment, net		3,508,727		936,573
Goodwill		5,157,376		1,728,108
Intangible assets, net		2,185,303		1,408,176
Total Assets	$	21,837,977	$	12,756,542
Liabilities and Stockholders’ Deficit		****		****
Current liabilities
Accounts payable	$	7,540,595	$	10,497,488
Accrued expenses and other current liabilities		3,311,130		3,207,233
Contingent consideration liability		294,491		259,243
Debt, net of debt discount		3,652,236		7,019,499
Convertible debt, at fair value		7,195,476		8,542,323
Derivative liabilities		3,061,948		4,229,478
Operating lease liability		88,626		117,120
Finance lease liability		67,998		103,392
Contract liabilities		2,361,277		602,469
Other payable		3,645,042		—
Deferred tax liabilities		53,992		—
Total current liabilities		31,272,811		34,578,245
Debt, net of current portion		1,490,060		1,303,665
Operating lease liabilities, net of current portion		179,505		135,239
Finance lease liabilities, net of current portion		77,597		91,726
Contingent consideration liability, net of current portion		399,236		434,174
Total liabilities		33,419,209		36,543,049
Commitments and Contingencies
Stockholders’ Deficit:
Preferred stock Series A, $0.001 par value, 10,000,000 shares authorized as of June 30, 2025 and December 31, 2024 no shares issued or outstanding as of June 30, 2025 and December 31, 2024		—		—
Common stock, $0.0001 par value, 100,000,000 shares authorized as of June 30, 2025 and December 31, 2024 respectively, 71,631,073 and 29,093,289 issued and outstanding as of June 30, 2025 and December 31, 2024 respectively		7,163		2,910
Additional paid-in-capital		42,541,947		20,152,919
Accumulated deficit		(55,988,573)		(45,426,099)
Accumulated other comprehensive income		132,928		166,007
Total ConnectM Technology Solutions, Inc.'s stockholders’ deficit		(13,306,535)		(25,104,263)
Non-controlling interest		1,725,303		1,317,756
Total stockholders’ deficit		(11,581,232)		(23,786,507)
Total liabilities and stockholders’ deficit	$	21,837,977	$	12,756,542

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

Table of Contents CONNECTM TECHNOLOGY SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(all amounts in USD, except number of shares)


	Three Months Ended June 30,					Six Months Ended June 30,
	2025		****	2024		2025		****	2024

Revenues	$	8,511,491		$	5,009,124	$	17,499,834		$	10,383,031
Cost of revenues		5,538,614			3,039,203		11,513,224			6,809,589
Gross profit		2,972,877			1,969,921		5,986,610			3,573,442
Selling, general and administrative expenses		6,292,160			3,013,658		12,579,336			6,031,817
Loss on impairment of intangible assets		—			405,658		—			405,658
Loss from operations		(3,319,283)			(1,449,395)		(6,592,726)			(2,864,033)
Other income (expense):
Interest expense		(102,171)			(640,732)		(595,635)			(1,153,117)
Loss on extinguishment of debt and vendor payable		(1,599,285)			—		(4,105,692)			(591,864)
Change in fair value of convertible debt		(510,577)			—		(830,272)			—
Change in fair value of forward purchase agreement		—			—		(971,000)			—
Change in fair value of derivative liabilities		(510,661)			—		(544,209)			—
Bargain purchase gain		2,486,702			—		2,486,702			—
Change in fair value on 3(a)(10) Settlement Agreement (Note 6)		207,715			—		617,966			—
Other income (expense), net		(58,548)			(127,159)		151,419			(211,645)
Total other income (expense), net		(86,825)			(767,891)		(3,790,721)			(1,956,626)
Net loss		(3,406,108)			(2,217,286)		(10,383,447)			(4,820,659)
Less: net income (loss) attributable to noncontrolling interests		137,956			(10,782)		179,027			(8,445)
Net loss attributable to ConnectM Technology Solutions, Inc.	$	(3,544,064)		$	(2,206,504)	$	(10,562,474)		$	(4,812,214)
Other comprehensive income (loss):
Foreign currency translation adjustments		(43,860)			(128)		(33,079)			10,390
Comprehensive income/(loss) before noncontrolling interests		(3,587,924)			(2,206,632)		(10,595,553)			(4,801,824)
Less: comprehensive loss/(income) attributable to non-controlling interests		137,956			(10,782)		179,027			(8,445)
Comprehensive Income/(loss) attributable to ConnectM Technology Solutions, Inc.	$	(3,725,880)		$	(2,195,850)	$	(10,774,580)		$	(4,793,379)

Weighted average shares outstanding of common stock		56,495,906			13,338,437		44,193,118			13,338,437
Basic and diluted net loss per share, common stock	$	(0.06)		$	(0.17)	$	(0.24)		$	(0.36)

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

Table of Contents CONNECTM TECHNOLOGY SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(all amounts in USD, except number of shares)


	For the Six Months Ended June 30, 2025
									Accumulated
					Additional				Other						Total
	Common Stock				Paid-In		Accumulated		Comprehensive		Stockholders’		Noncontrolling		Stockholders’
	Shares		Amount		Capital		Deficit		Income (Loss)		Deficit		interests		Deficit
Balances, as of December 31, 2024		29,093,289	$	2,910	$	20,152,919	$	(45,426,099)	$	166,007	$	(25,104,263)	$	1,317,756	$	(23,786,507)
Issuance of common stock to settle claim under 3(a)(10) Settlement Agreement (Note 5)		3,674,558		367		3,076,885		—		—		3,077,252		—		3,077,252
Issuance of common stock to settle share reset derivative liabilities		2,737,168		274		1,711,731		—		—		1,712,005		—		1,712,005
Other comprehensive income		—		—		—		—		10,781		10,781		—		10,781
Net (loss) income		—		—		—		(7,018,410)		—		(7,018,410)		41,071		(6,977,339)
Balances, as of March 31, 2025		35,505,015	$	3,551	$	24,941,535	$	(52,444,509)	$	176,788	$	(27,322,635)	$	1,358,827	$	(25,963,808)
Issuance of common stock to extinguish obligations to vendors and lenders under 3a10 plan		10,069,573		1,006		5,410,492		—		—		5,411,498		—		5,411,498
Issuance of common stock to BOD and employees		2,207,222		221		504,912		—		—		505,133		—		505,133
Issuance of common stock in connection with stock subscription		3,658,333		366		804,634		—		—		805,000		—		805,000
Issuance of common stock in connection with the conversion of convertible debt and accrued interest under 3(a)(9) settlement		15,290,930		1,529		7,739,386		—		—		7,740,915		—		7,740,915
Issuance of common stock in connection with acquisition of ATS & SESB		4,900,000		490		3,140,988		—		—		3,141,478		—		3,141,478
Increase in non-controlling interests from business combination		—		—		—		—		—		—		228,520		228,520
Other comprehensive income		—		—		—		—		(43,860)		(43,860)		—		(43,860)
Net (loss) income		—		—		—		(3,544,064)		—		(3,544,064)		137,956		(3,406,108)
Balances, as of June 30, 2025		71,631,073	$	7,163	$	42,541,947	$	(55,988,573)	$	132,928	$	(13,306,535)	$	1,725,303	$	(11,581,232)


	For the Six Months Ended June 30, 2024
									Accumulated
					Additional				Other						Total
	Common Stock				Paid-In		Accumulated		Comprehensive		Stockholders’		Noncontrolling		Stockholders’
	Shares		Amount		Capital		Deficit		Income (Loss)		Deficit		interests		Deficit
Balances, as of - December 31, 2023		1,588,141		159		1,307,065		(22,860,351)		114,624		(21,438,503)		(26,345)		(21,464,848)
Retroactive application of recapitalization		11,750,296		1,175		11,981,109		—		—		11,982,284		—		11,982,284
Balances, as of - December 31, 2023		13,338,437	$	1,334	$	13,288,174	$	(22,860,351)	$	114,624	$	(9,456,219)	$	(26,345)	$	(9,482,564)
Stock-based compensation expense		—		—		41		—		—		41		—		41
Other comprehensive income		—		—		—		—		10,518		10,518		—		10,518
Net loss		—		—		—		(2,605,710)		—		(2,605,710)		2,337		(2,603,373)
Balances, as of March 31, 2024		13,338,437	$	1,334	$	13,288,215	$	(25,466,061)	$	125,142	$	(12,051,370)	$	(24,008)	$	(12,075,378)
Stock-based compensation expense		—		—		322		—		—		322		—		322
Noncontrolling interest ownership change						50,931		—		—		50,931		(759)		50,172
Issuance of common stock		5,000		1		34,999		—		—		35,000		—		35,000
Other comprehensive income		—		—		—		—		(128)		(128)		—		(128)
Net loss		—		—		—		(2,206,504)		—		(2,206,504)		(10,782)		(2,217,286)
Balances, as of June 30, 2024		13,343,437	$	1,335	$	13,374,467	$	(27,672,565)	$	125,014	$	(14,171,749)	$	(35,549)	$	(14,207,298)

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

Table of Contents CONNECTM TECHNOLOGY SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(all amounts in USD)


		Six Months Ended June 30,
	****	2025		****	2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(10,383,447)		$	(4,820,659)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense			289,180			332,806
Amortization of debt discount			105,195			18,830
Stock-based compensation expense			505,133			35,363
ROU amortization on finance leases			45,301			57,186
ROU amortization on operating leases			32,479			70,000
Loss on extinguishment of debt			4,105,692			591,864
Loss on impairment of intangible assets			—			405,658
Unrealized (gain) loss on fair value measurement of debt			—			249,205
Gain on disposal of property and equipment			(23,500)			—
Loss on reposessed vehicle			12,706			—
Bargain purchase gain			(2,486,702)			—
Loss on termination of lease			37,196			—
Change in fair value of convertible debt			830,272			—
Change in fair value of derivative liabilities			544,209			—
Change in fair value of forward purchase agreement			971,000			—
Change in fair value of 3(a)(10) Settlement Agreement (Note 6)			(617,966)			—
Changes in operating assets and liabilities:
Accounts receivable			(2,537,686)			(644,953)
Contract asset			22,227			343,646
Inventory			(338,669)			(48,428)
Prepaid expenses and other current assets			745,567			102,228
Accounts payable			2,109,075			(103,831)
Accrued expenses			4,761			1,457,514
Operating lease liabilities			(39,256)			(46,162)
Working capital advances			122,300			—
Contract liabilities			1,740,455			(424,635)
Net cash used in operating activities			(4,204,478)			(2,424,368)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(5,265)			(10,147)
Proceeds from the sale of property and equipment			23,500
Cash received (paid) for noncontrolling interest			559,115			(60,000)
Cash paid for capitalized software development costs			(291,528)			(75,776)
Net cash received from (used in) investing activities			285,822			(145,923)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of debt			735,000			5,372,015
Proceeds from the issuance of convertible notes			3,556,000			—
Proceeds from Stock Subscription agreement			805,000			—
Payments of deferred offering costs			—			(213,181)
Repayments of debt			(1,119,087)			(1,322,242)
Payments of financing fees			—			(690,639)
Repayments on convertible notes			(75,000)
Repayment of premium financing obligations			(147,524)			—
Advance from lender			—			1,057,275
Advance to Monterey Capital Acquisition Corporation			—			(1,933,695)
Proceeds from Forward Purchase agreement			500,000
Payment on finance leases			(49,523)			(50,376)
Net cash provided by financing activities			4,204,866			2,219,157
Effect of exchange rate changes on cash and cash equivalents			(36,009)			10,341
Increase (decrease) in cash and cash equivalents			250,201			(340,793)
Cash, beginning of the period			2,407,843			1,160,368
Cash, end of the period		$	2,658,044		$	819,575
Supplemental disclosures of cash flow information:
Cash paid for interest		$	64,440		$	263,101
Cash paid for taxes		$	—		$	—
Supplemental disclosures of noncash financing information:
Fair value of shares issued to settle Claim under 3(a)(10) Settlement Agreement		$	8,488,750		$	—
Carrying value of accounts payable extinguished with 3(a)(10) Settlement Agreement		$	5,278,077		$	—
Carrying value of debt extinguished with 3(a)(10) Settlement Agreement		$	3,630,000		$	—
Fair value of shares issued to settle the share reset derivative liabilities		$	1,712,005		$	—
Extinguishment of accounts payable through issuance of debt		$	175,950		$	—
Repossessed vehicle		$	39,228		$	—
Fair value of shares issued to settle Claim under 3(a)(9) Settlement Agreement		$	7,740,915		$	—
Removal of ROU asset and lease liability at lease termination		$	39,929		$	—
Reclassification of remaining obligation under terminated lease		$	59,037		$	—
Acquisition of non-controlling interest		$	228,520		$	—
Shares issued to acquire new subsidiaries		$	3,141,478		$	—
Financed insurance premium		$	147,524		$	—
Deferred offering costs included in accounts payable		$	—		$	749,749
Recapitalization of noncontrolling interest						110,172

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

Table of Contents CONNECTM TECHNOLOGY SOLUTIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND 2024 (UNAUDITED)

NOTE 1: ORGANIZATION AND OPERATIONS

ConnectM Technology Solutions, Inc. (the “Company”), a Delaware corporation, who conducts its operations through its subsidiaries, is a constellation of companies offering solutions to its customers for the (i) decarbonization of homes, critical infrastructure, and businesses through the deployment of energy management as a service offerings, weatherization, HVAC, solar, battery, and EV charging hardware all powered by our proprietary AI-driven energy intelligence platform, (ii) facilitation of business-to-business transportation for products using contracted drivers through its online and mobile last mile local delivery platform, and (iii) management of connected operations using its industrial internet of things (“IIoT”) platform. The Company also provides a managed solutions service offering that includes human resources management, procurement services, omnichannel marketing and lead generation services and access to working capital loans to improve operating efficiencies and enhance profitability. The platforms and software that are used to deliver the solutions harvest data that is transformed into insights that its customers are able to access and use for analysis and action. The Company earns revenue outside the United States from its Owned Service Network and Transportation segments.

The Company also offers physical products as part of its solutions offerings, including an AI-driven intelligent heat pump system for use in the decarbonization of homes and businesses solution and display clusters, digital control units and vehicle control units used in the management of connected operations solution.

Basis of presentation and principles of consolidation: On July 12, 2024, the Company consummated the Business Combination which was accounted for as a reverse recapitalization with Legacy ConnectM being deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy ConnectM issuing stock for the net assets of MCAC, accompanied by a recapitalization. The net assets of MCAC were stated at fair value, with no goodwill or other intangible assets recorded. While MCAC was the legal acquirer in the Business Combination, because Legacy ConnectM was deemed the accounting acquirer, the historical financial statements of Legacy ConnectM became the historical financial statements of the combined company, upon consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy ConnectM prior to the Business Combination; (ii) the combined results of MCAC and Legacy ConnectM following the closing of the Business Combination; (iii) the assets and liabilities of Legacy ConnectM at their historical cost; and (iv) the Company’s equity structure for all periods presented. For more details on the reverse recapitalization, see Note 5 to the Company’s Consolidated Financial Statements as presented in its Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on August 4, 2025. As a result of the reverse recapitalization, all references to numbers of common shares and per common share data for 2024 in these unaudited condensed consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the reverse recapitalization.

These condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and its controlled subsidiaries over which the Company exercises majority board control; Investment in joint ventures, in which the Company shares equal control with its partner, are accounted for under the equity method. Intercompany accounts, transactions, profits and losses have been eliminated in consolidation. Investments in entities where the Company holds at least a 20% ownership interest and have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. These interim consolidated statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, changes in stockholders’ deficit, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2024 and 2023, as filed with the SEC on August 4, 2025. The consolidated balance sheet as at December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The interim results for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future periods. Certain reclassifications have been made to the amounts in prior periods to conform to the current period’s presentation.

Any reference in these footnotes to the applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). 7

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Revision of Prior Period Financial Statements

During the audit for the year ended December 31, 2024, the Company identified an immaterial error in the Statements of operations and comprehensive loss for three and six month periods ended June 30, 2024 relating to Company’s master service agreements which we classified as revenue instead of as a reduction to operating expenses in the Prior Filing. The Company determined the error was not material to the previously issued financial statements; however, the Company decided to revise the prior periods impacted. The prior period revisions had no impact on our previously reported net loss; however, the revision decreased both revenue and selling, general and administrative expenses by approximately $459,997 and $841,285 for the three and six months ended June 30, 2024 respectively.

Non-controlling Interest

The portion of equity not owned by the Company in entities controlled and consolidated by the Company are presented as non-controlling interest and classified as a component of consolidated stockholders’ deficit, separate from total stockholders’ deficit on the Company’s consolidated balance sheets. The amount recorded is based on the noncontrolling interest holders’ initial investment, adjusted to reflect the non-controlling interest holder’s share of earnings or losses from the Company controlled entity, and any distributions received or additional contributions made by the noncontrolling interest holder. Changes to the Company's ownership that do not result in a loss of control are accounted for as equity transactions.

The earnings or losses from the entity attributable to noncontrolling interests are reflected in net income attributable to non-controlling interests on the accompanying consolidated statements of operations and comprehensive loss. All significant intercompany accounts, transactions, and profits and losses were eliminated in consolidation. These unaudited condensed consolidated interim financial statements are presented in United States Dollars ("USD" or $), which is the functional currency of the Company.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no significant changes to the accounting policies during the six months period ended June 30, 2025, as compared to the significant accounting policies described in Note 3 of the Notes to Consolidated Financial Statements in the Company’s audited consolidated financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2024 and 2023, as filed with the SEC on August 4, 2025.

Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts financial assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The Company’s most significant estimates and judgments involve the identification of intangible assets in business combination, valuation of acquired assets and assumed liabilities in a business combinations, classification of financial instruments as equity or liability, valuation of equity-classified and liability-classified financial instruments, the useful lives of long-lived assets, assumptions used in assessing impairment of long-lived assets, valuation of contingent consideration obligations, and the valuation of convertible debt reported at fair value.

Segment reporting: ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM focuses on operating (loss) income from operations as the primary measure to manage the business. Segment operating (loss) income from operations is (loss) income before interest expense, other expense, other income, unallocated corporate costs, and income taxes. There are four operating and reportable segments based on the level at which the CODM reviews operating results, assesses performance and makes decisions regarding resource allocation as follows:

(1)	Owned service network segment consists of our owned service providers who serve as a single point solution provider for enterprises, infrastructure providers, homeowners, and light commercial building owners for their electrification and decarbonization needs, including system design, installation, monitoring, maintenance and repair. The owned service providers use the Company’s technology platform, which provides maintenance, repair, and installation guidance and optimization (the “Technology Platform”), in servicing the homeowners and light commercial building owners.
(2)	Managed solutions segment provides third party residential and light commercial service providers with access to the Technology Platform as well as a selection of servicing offerings that the managed solutions customer can select from, including
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(1)

Owned service network segment consists of our owned service providers who serve as a single point solution provider for enterprises, infrastructure providers, homeowners, and light commercial building owners for their electrification and decarbonization needs, including system design, installation, monitoring, maintenance and repair. The owned service providers use the Company’s technology platform, which provides maintenance, repair, and installation guidance and optimization (the “Technology Platform”), in servicing the homeowners and light commercial building owners.

(2)

Managed solutions segment provides third party residential and light commercial service providers with access to the Technology Platform as well as a selection of servicing offerings that the managed solutions customer can select from, including

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human resources management, procurement services, omnichannel marketing and lead generation as well as access to short-term working capital loans.
(3)	Logistics segment focuses on the facilitation of business-to-business transportation of heavy goods using the Company’s last mile delivery software.
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(4)	Transportation segment focuses on the sale of hardware, software and technical services to original equipment manufacturers (“OEMs”). OEMs have the option to buy access to the Technology Platform to remotely monitor the performance of the hardware.
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Impairment of long-lived assets and concentration of risk

The Company assessed its long-lived assets for impairment and concluded that there were no indicators of impairment during the three and six months ended June 30, 2025 and 2024. Management has evaluated potential concentrations of risk related to its long-lived assets, including dependencies on major customers, vendors, or geographic markets, and does not believe that any such concentrations exist that would subject the Company to material risk.

Business Combination

The Company accounts for business combinations under the provisions of ASC 805, Business Combinations, which requires that the acquisition method of accounting be used for all business combinations. Assets acquired and liabilities assumed are recorded at the date of acquisition at their respective fair values. ASC 805 also specifies criteria that intangible assets acquired in a business combination must be recognized and reported apart from goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Bargain purchase gains arising from business combinations are recognized in other income (expense) within the statement of operations and comprehensive loss in the period of acquisition, in accordance with ASC 805. Determining the fair value of assets acquired, liabilities assumed, and noncontrolling interest requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items. The results of operations for an acquired business are included in the Company’s consolidated financial statements from the date of acquisition.

Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date with changes in the fair value recorded through earnings.

Investments in Joint Ventures

The Company accounts for investments in joint ventures under the equity method of accounting in accordance with ASC 323, Investments—Equity Method and Joint Ventures, when it has the ability to exercise significant influence over the operating and financial policies of the investee but does not control it. Under the equity method, the Company’s share of the joint venture’s earnings or losses is recognized in the consolidated statements of operations within other income (expense). The carrying value of equity method investments is reported within other noncurrent assets on the consolidated balance sheets. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value of the investment may not be recoverable.

As part of the April 2025 acquisition of Cambridge Energy Resources Pvt. Ltd. (“CER”), the Company acquired an interest in a joint venture that is accounted for under the equity method.

Net loss per share

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding the effects of any potential dilutive securities. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common share equivalents had been issued and if the additional common shares were dilutive. Loss per share excludes all potential dilutive shares of common shares if their effect is anti-dilutive.

For the three and six months ended June 30, 2025 and 2024, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options and warrants (using the treasury stock method) and the conversion of convertible notes payable. Conversion features of notes payable may have a variable conversion feature, amending the number of conversion shares based on the market price of the stock. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. 9

Table of Contents Diluted net loss per share includes the potential dilutive effect of common stock equivalents as if such securities were converted or exercised during the period, when the effect is dilutive. Given the Company is in a net loss position for the three and six months ended June 30, 2025 and 2024, there is no difference between basic and diluted net loss per share.

The following table summarizes the potentially dilutive securities excluded from the computation of diluted shares outstanding because the effect of including these potential shares was anti-dilutive:


Options		473,929
Warrants		13,067,494
Convertible notes payable that convert into common stock		6,329,185
Total		19,870,608

Recently issued accounting pronouncements, not yet adopted

ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”) incorporates several disclosure and presentation requirements currently residing in SEC Regulation S-X and S-K into the ASC. The amendments are applied prospectively and are effective when the SEC removes the related requirements from Regulation S-X and S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its disclosures.

ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”) updates accounting standards for revenue recognition (ASC 606), lease accounting (ASC 842), and impairment of long-lived assets (ASC 360). ASU 2024-02 provides enhanced guidance for estimating variable consideration, accounting for contract modifications, determining lease terms, and simplifying impairment testing for long-lived assets. It also introduces increased disclosure requirements for financial instruments and derivatives. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023 - 09, Improvements to Income Tax Disclosures, which amends Income Taxes (Topic 740). The FASB issued this update to improve annual basis income tax disclosures related to (1) rate reconciliation, (2) income taxes paid, and (3) other disclosures related to pretax income (or loss) and income tax expense (or benefit) from continuing operations. The effective date for this amendment is January 1, 2025, with early adoption permitted. These amendments are to be applied on a prospective basis; however, retrospective application is permitted. We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2025 annual financial statements, and we expect the adoption of the standard will impact certain areas of our income tax disclosures.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40) Disaggregation of Income Statement Expenses. The new guidance is intended to enhance transparency and disclosures by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025 - 01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40): Clarifying the Effective Date. The ASU is effective for our annual report as of December 31, 2027, and for interim reporting periods beginning in the first quarter of 2028, with early adoption permitted. We are in the process of evaluating the impact that the adoption of this ASU will have on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024 - 04, Debt - Debt with Conversion and Other Options (Subtopic 470 - 20) Induced Conversions of Convertible Debt Instruments. The new guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. The ASU is effective beginning in 2026, with early adoption permitted. We will utilize this guidance for any future induced conversions or extinguishments of our convertible notes.

NOTE 3: GOING CONCERN

The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2025, the Company had cash of $2,658,044. The Company had a working capital deficit of approximately $20,634,015 at June 30, 2025 and incurred a net loss and generated negative cash flow from operating activities of approximately $10,383,447 and $4,204,478 respectively, for the six months ended June 30, 2025.

Table of Contents Market, and Nasdaq suspended trading in the Company’s Common Stock on May 7, 2025 because the Company has not demonstrated compliance with the MVLS Rule, nor does it meet any of the alternative requirements under Nasdaq Listing Rule 5550(b) and has failed to demonstrate that additional time to regain compliance is appropriate.

As of the date of this filing, the Company has not made certain scheduled payments under the SEPA Convertible Note and is therefore in technical default under the agreement. However, Yorkville has not issued a formal notice of default, and the Company remains in ongoing discussions with Yorkville regarding a potential resolution and restructuring of the outstanding obligations. The Company is required to maintain a minimum cash balance equal to the lesser of (a) $2,000,000 and (b) the sum of the next three Installment Payments, as defined in the promissory note, coming due. As of June 30, 2025, the minimum cash balance required was approximately $1,666,000.

As of June 30, 2025, the Company has not made certain scheduled payments and is therefore in technical default under four of the secured promissory notes entered into in June 2024. The total outstanding principal and accrued interest under these notes was approximately $656,000 as of June 30, 2025. However, no formal default notices have been received and the four noteholders have continued to work cooperatively with the Company. Management is engaged in discussions with the noteholders regarding repayment arrangements and believes a mutually satisfactory resolution will be reached.

These are indicators of substantial doubt as to the Company’s ability to continue as a going concern for at least one year from issuance of these unaudited consolidated financial statements. The Company’s ability to continue as a going concern is dependent upon the management of expenses and ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations.

If additional equity or debt financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital on acceptable terms when needed, its results of operations and financial condition would be materially and adversely affected. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact the Company business.

Based on the foregoing, management has concluded there is substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the unaudited consolidated financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern.

NOTE 4: ACQUISITIONS

ATS and SESB acquisitions

On April 28, 2025, the Company entered into a stock purchase agreement with W4 Partners LLC (the “Seller”), for the purposes of acquiring from the Seller all of the issued and outstanding equity securities of Air Temp Service Co, Inc. (“ATS”) and Solar Energy Systems of Brevard, Inc (“SESB”) in exchange for the issuance of 2,200,000 shares of the Company’s common stock. Per the terms of the stock purchase agreement, if the Company was delisted from the NASDAQ exchange within 90 days of closing, the Company was required to issue an additional 2,700,000 shares of the Company’s common stock. The total fair value of the 4,900,000 shares of the Company’s common stock issued as consideration to the Seller was approximately $3,141,000, as determined using the closing share price on the date of agreement on April 28, 2025. Of the total purchase consideration of $3,141,000, $2,124,000 was allocated to ATS and $1,017,000 to SESB, with the allocation determined based on the relative annualized revenues of the two businesses.

ATS is engaged in the business of the maintenance, repair, installation and sale of residential and commercial heating and cooling systems and other products and related services and SESB is engaged in the business of the maintenance, repair, installation and sale of solar heating systems and related services. Prior to the closing of this acquisition, both ATS and SESB were customers in the Company’s Managed Solutions reporting segment.

CER acquisition

On April 25, 2025, ConnectM Technology Solutions Pvt. Ltd. (“ConnectM India” or “CMI”), a wholly owned subsidiary of the Company, acquired 100% of the equity shares of Cambridge Energy Resources Pvt. Ltd. (“CER”) and controlling interests in its two subsidiaries and one joint venture with equal control: (i) CER Microgrids Private Limited (“CER Microgrids”) (100%), (ii) CER Rooftop Private Limited (“CER Rooftop”) (55.64%), and (iii) CER Renewtech Private Limited (“CER Renewtech”) (50%).

This acquisition was executed under a court-supervised insolvency resolution plan approved by India’s National Company Law Tribunal (“NCLT”) under the Insolvency and Bankruptcy Code, resulted into a bargain purchase gain of approximately $2,487,000 11

Table of Contents which was reported in the accompanying Condensed Consolidated Statement of Operations and other comprehensive loss. Prior to acquisition, CER was under financial distress and undergoing insolvency proceedings. Under the NCLT-approved resolution plan:

1.	All outstanding equity shares of CER were cancelled, and ConnectM India became the sole legal and beneficial owner of CER as of the acquisition date.
2.	Certain liabilities were restructured and settled in accordance with the approved resolution plan.
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3.	Control of operations, assets, and liabilities was transferred to ConnectM India at values established in the approved resolution plan.
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ConnectM India committed to provide approximately $1,130,000 as a capital infusion in exchange for all of CER’s equity, of which approximately $381,200 had been funded as of June 30, 2025, with the remaining payments due on November 4, 2025. Pursuant to the court-approved resolution plan, these funds were used to settle approved creditor claims and to recapitalize CER.

CER expands the Company’s operating presence in India’s rooftop solar distributed energy (solar and battery) and telecommunications enterprise energy-management sectors. Consistent with the Company’s reporting in prior periods, the operations of CER are included within the Owned Service Network segment, reflecting the alignment of its products, services, and business model with the Company’s existing solar and battery platform.

CER provides enterprise infrastructure solutions, including the setup, operation, and maintenance of rooftop and ground-based mobile network towers, primarily serving the telecommunications sector. Through its subsidiaries, CER also delivers distributed energy solutions for telecommunications towers, including energy storage, backup power, and hybrid microgrid systems to ensure uninterrupted tower operations. CER Rooftop focuses on the installation and maintenance of rooftop towers for telecommunications providers, while CER Microgrids develops and operates battery storage and hybrid microgrid systems that complement the Company’s broader solar and battery offerings.

The Company estimated the provisional fair value of acquired assets and liabilities as of the effective time of the business combination based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Business Combination. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments to the values presented in the following table.

Presented below is the provisional purchase price allocation for the acquisitions noted above.


	****	ATS		****	SESB	****	CER
Date of Acquisition(s)		April 28, 2025			April 28, 2025		April 25, 2025
Cash		$	—		—		559,115
Accounts receivable			143,886		6,171		1,343,414
Prepaid expenses and other current assets			143,858		—		428,776
Property and equipment, net			86,670		—		2,720,468
Right-of-use asset – operating lease			113,231		—		—
Customer relationships			200,000		140,000		—
Trademark			160,000		82,000		—
Total assets acquired		****	847,645	****	228,171	****	5,051,773
Accounts payable			240,014		—		158,176
Accrued expenses and other current liabilities			138,508		8,118		1,119,487
Debt, net of debt discount			164,772		47,892		1,003,851
Contract liabilities			18,400		—		—
Operating lease liabilities			116,798		—		—
Deferred tax liability			—		—		54,234
Debt, net of current portion			183,155		—		—
Total liabilities assumed		****	861,647	****	56,010	****	2,335,748
Net assets acquired		$	(14,002)	****	172,161	****	2,716,025

Goodwill		$	2,612,975		817,705		—
Non-controlling interest		$	—		—		228,520

The acquired accounts receivable were recorded at fair value, representing amounts that have subsequently been collected or are expected to be collected from customers. Property and equipment acquired primarily represent installation and service equipment located at CER and its subsidiaries. The fair value of acquired customer relationships was estimated using a discounted cash flow approach 12

Table of Contents based on projected earnings attributable to these relationships, with expected useful lives of 15 and 11 years for ATS and SESB, respectively. The fair value of acquired trademarks was estimated using a relief-from-royalty method under the income approach, which measures the present value of expected royalty savings from continued use of the acquired brands, with expected useful lives of 10 years for both ATS and SESB. Goodwill of $2,612,975 was recognized in connection with the acquisition of ATS, and goodwill of $817,705 was recognized in connection with the acquisition of SESB. The goodwill primarily reflects the Company’s ability to generate synergies through the integration of these businesses, expand and deepen customer relationships, establish beachheads in strategic geographies, broaden service offerings, and realize operational efficiencies that are not separately recognized as identifiable intangible assets.

The results of these acquired entities are presented within the Company’s operating segments as follows:

●	CER – reported within the Owned Service Network segment. CER contributed approximately $28,000 of revenue from the acquisition date through June 30, 2025.
●	ATS – reported within the Owned Service Network segment. ATS contributed approximately $380,000 of revenue from the acquisition date through June 30, 2025.
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●	SESB – reported within the Owned Service Network segment. SESB had nil revenue from the acquisition date through June 30, 2025.
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Revenues from these acquisitions from their respective acquisition dates through June 30, 2025 were not material to the Company’s consolidated results, and no new revenue recognition policies were required as a result of these acquisitions.

NOTE 5: ACCOUNTS PAYABLE

Accounts payable includes trade payables and accrued vendor obligations. In addition, accounts payable includes credit card payable balances of about $733,000 and $612,000 as of June 30, 2025 and December 31, 2024, respectively.

NOTE 6: OTHER PAYABLE

In January 2025, the Company entered into a settlement agreement and stipulation (the “3(a)(10) Settlement Agreement”) with Last Horizon, LLC (“Last Horizon”), pursuant to which the Company agreed to issue shares of the Company’s common stock to Last Horizon in exchange for the settlement of approximately $8,908,000 (the “Claim”) to resolve outstanding overdue liabilities with a lender and certain of its vendors. The 3(a)(10) Settlement Agreement was subject to a fairness hearing pursuant to Section 3(a)(10) of the Securities Act of 1933 (the “Securities Act”) and on January 29, 2025, a Federal court in Florida held a fairness hearing and granted approval of the 3(a)(10) Settlement Agreement in its order (the “Order”).

Per the terms of the 3(a)(10) Settlement Agreement, the Company is required to issue freely trading securities pursuant to Section 3(a)(10) of the Securities Act equal to the total amount of the Claim divided by the lower of (i) the closing share price on the date of issuance or (ii) 85.0% multiplied by the lowest volume weighted average price (the “VWAP”) during the five day period preceding the share request inclusive of the day of the request (the “Valuation Period”), subject to a minimum price floor of $0.02 per share (the “Purchase Price”). In the event the shares are not delivered to Last Horizon’s brokerage account on the same date as the share request or conversion notice, the Valuation Period will be extended to the date the shares are delivered.

On January 29, 2025 the Company accounted for the 3(a)(10) Settlement Agreement as an extinguishment of the outstanding obligations and realized a loss on extinguishment of approximately $2,716,000, which is recorded as a component of other income (expense) on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. The Company recognized a new obligation to Last Horizon at fair value at issuance and each subsequent reporting period as there is a variable number of shares that will be issued to settle the fixed dollar amount of the Claim (see Note 10). As of issuance and at June 30, 2025, the fair value of the 3(a)(10) Settlement Agreement was determined to be approximately $11,624,000 and $3,645,000, respectively, and was recorded as other payable on the accompanying condensed consolidated balance sheets.

In the event of a default event pursuant to (i) the trading of the Company’s shares of common stock shall have been halted, limited or suspended, (ii) minimum prices have been established for securities trading on the NASDAQ, (iii) any portion of the Company’s common stock is not eligible or is unable to be deposited or cleared through Last Horizon’s broker, brokerage account and/or clearing agent, the Company’s common stock is no longer eligible for book transfer delivery, or the Company has not made its required filings with the SEC, the multiplier to the VWAP used to determine the Purchase Price decreases from 85.0% to 75.0%. The Company triggered an event of default in April 2025 when it did not file its Form 10-K timely and in May 2025 when it was delisted from the NASDAQ.

Per the terms of the 3(a)(10) Settlement Agreement, the Company is required to reserve at least 1.5 time the greater of the number of shares that could be issued pursuant to the terms of the Order and reserve at its transfer agent, at a minimum, 10,000,000 shares of the Company’s common stock during the Valuation Period. The shares of Company’s common stock may only be released once all 13

Table of Contents Claims have been settled. At June 30, 2025, the Company had reserved 255,869 shares of the Company’s common stock for issuance in connection with this 3(a)(10) Settlement Agreement.

During the three months and six months ended June 30, 2025, the Company issued 10,069,573 and 13,744,131 shares of common stock with a fair value of $5,411,498 and $8,488,749 as determined by the closing price on the date the shares were issued, to partially settle the obligation owed to Last Horizon. The Company accounted for the 3(a)(10) debt-to-equity conversion as a debt extinguishment resulting in $1,323,000 and $1,128,000 loss for three months and six months ended June 30, 2025, was recorded as a component of other income (expense) in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. From July 1, 2025 through the date these condensed consolidated financial statements were issued, the Company has not issued any more shares of common stock to settle any portion of the remaining obligation owed to Last Horizon.

NOTE 7: CONVERTIBLE DEBT

2025 Convertible Notes

The Company entered into eighteen convertible note agreements in exchange for aggregate gross proceeds of $3,556,000 during the six months ended June 30, 2025 (the “2025 Convertible Notes”). The 2025 Convertible Notes bear interest at a rate of 20.0% per annum. The 2025 Convertible Notes have maturity dates that range from 30-days to one year from the convertible note issuance date, optional conversion period that ranges from 30 to 210 days, and a conversion price that ranges from $0.25 to $1.15. The Company entered into convertible note agreements with two related-party investors holding beneficial ownership interests exceeding 5.0% of the Company’s common stock. The aggregate principal amount of these convertible notes was $500,000.

A summary of the individual convertible notes is as follows:


Issuance Date	Gross Proceeds		Conversion Price		Conversion Option Period of Exercisability (from issuance date)	Maturity Date (from issuance date)
1/25/2025	$	250,000	$	1.10	90-days	180-days
1/22/2025		50,000	$	1.10	90-days	180-days
1/23/2025		100,000	$	1.10	90-days	180-days
1/25/2025		150,000	$	1.10	90-days	180-days
1/26/2025		50,000	$	1.10	90-days	180-days
1/29/2025		1,000,000	$	1.10	90-days	180-days
2/4/2025		150,000	$	1.10	90-days	180-days
2/11/2025		50,000	$	1.10	90-days	180-days
3/5/2025		200,000	$	1.15	90-days	365-days
3/17/2025		250,000	$	1.00	30-days	30-days
3/17/2025		250,000	$	1.10	30-days	30-days
3/24/2025		30,000	$	1.15	90-days	365-days
4/1/2025		100,000	$	1.15	90-days	365-days
4/1/2025		150,000	$	0.60	90-days	180-days
4/4/2025		20,000	$	1.15	90-days	365-days
4/8/2025		100,000	$	1.15	90-days	365-days
5/26/2025		156,000		Variable*	180-days	210-days
6/9/2025		500,000	$	0.25	210-days	210-days
	$	3,556,000

* From issuance until day 180, the Note's outstanding principal and accrued interest are convertible, at the holder's option, into common shares at a price equal to 90% of the lowest daily VWAP of the Company's common stock during the three trading days immediately preceding the conversion date.

The 2025 Convertible Notes are convertible at the option of the holder into shares of the Company’s common stock at a conversion price. The number of shares issuable upon conversion is determined by dividing the sum of the outstanding principal and accrued interest by the conversion price. The 2025 Convertible Notes may be prepaid in full or in part by the Company at any time without penalty.

The Company elected the fair value option for the 2025 Convertible Notes and therefore measured the 2025 Convertible Notes at fair value at issuance and each subsequent reporting period, with changes in fair value recognized in earnings. As of issuance and at June 30, 2025, the fair value of the 2025 Convertible Notes was determined to be approximately $3,556,000 and $3,728,000, respectively (see Note 10).

The 2025 Convertible Notes were convertible into 5,132,227 shares of the Company’s common stock on June 30, 2025. 14

Table of Contents

2024 Convertible Notes

During the six months ended June 30, 2025, the Company extended the maturity dates and the period the conversion option was exercisable for certain convertible notes because of the volatility the Company's common stock price was experiencing. The extensions to the conversion periods were accounted for as modifications. The 2024 Convertible Notes may be prepaid in full or in part by the Company at any time without penalty.

The 2024 Convertible Notes were convertible into 628,643 shares of the Company's common stock as at June 30, 2025.

The Company extinguished $1,840,000 of outstanding convertible notes through conversion into common stock prior to maturity during the three and six months ending June 30, 2025 respectively. There was no gain or loss on extinguishment of 2024 Convertible Notes for the three and six months ended June 30, 2024.

NOTE 8: DEBT

Sale of future receipts

In March 2025, the Company entered into a payment agreement to extinguish the balance owed on the September 2024 Sale of Future Receipts (“SFR”) Agreement of approximately $69,000 for a cash payment of $25,000. The Company paid the amount in full during March 2025 and accounted for the payment agreement as an extinguishment of the September 2024 SFR Agreement and recorded approximately $12,000 as a gain on extinguishment on the accompanying unaudited condensed consolidated statement of operations and comprehensive loss.

In March 2025, the Company was issued a stipulation of settlement from the Supreme Court of the State of New York, County of Sullivan, under which it was required to pay $30,000 to settle the balance owed on the November 2024 SFR Agreement of approximately $53,000, including principal and accrued interest. The Company paid the amount in full during May 2025 and accounted for the payment agreement as an extinguishment of the November 2024 SFR Agreement and recorded approximately $2,000 as a gain on extinguishment on the accompanying unaudited condensed consolidated statement of operations and comprehensive loss.

On April 28, 2025, in connection with the acquisitions of SESB and ATS, the Company assumed (i) a commercial term loan at ATS with an outstanding balance of approximately $147,000, and (ii) a sales-of-future-receipts (merchant cash advance) obligation at SESB with an outstanding balance of approximately $48,000. These obligations were recognized at fair value as assumed liabilities in the purchase price allocation. As of June 30, 2025, the aggregate outstanding balance was approximately $187,000, all of which is classified as current, reflecting expected remittances within the next 12 months.

Seller Note

In January 2025, the Company entered into a promissory note (the “January 2025 Note”) with the individual from whom the Company acquired a business from in August 2024 which converts the unpaid cash consideration of $170,000 and accrued interest of approximately $6,000 from accounts payable to a seller note that matures on June 30, 2025. The unpaid balance of the principal amount bears interest at a rate of 14.0% per annum, except in the event of a default when interest increases to 19.0% per annum. An event of default is to have occurred if the unpaid principal and accrued interest thereon is not paid in full prior to the maturity date, if the Company makes an assignment for the benefit of creditors, or if the Company files for bankruptcy or another similar proceeding. As of June 30, 2025, the original principal of approximately $176,000 and accrued and unpaid interest of approximately $11,191 remained outstanding.

In July 2025, the Company entered into the first amendment to the January 2025 Note (the “Amended January 2025 Note”), under which the Company is required to pay the lender approximately $26,000 towards the principal, approximately $14,000 of accrued interest, and the lender’s legal fees of approximately $3,000. The Amended January 2025 Note extended the maturity date from June 30, 2025 to August 8, 2025 and increased the interest rate to 18.0% effective July 1, 2025.

In August 2025, the Company entered into a Second Amendment to the January 2025 Note (the “Second Amended January 2025 Note”), which extended the maturity date from August 8, 2025 to September 30, 2025 and required payment of an approximately $10,000 forbearance fee to the lender.

3(a)(9) Debt to Equity Conversion

During the three and six months ended June 30, 2025, the Company exchanged, in a private placement under Sections 3 (a) (9) of the Securities Act, 9 of the 2024 convertible notes and 16 promissory notes representing an aggregate amount of principal and accrued interest of $7,464,939, for 15,290,930 shares of common stock. No cash was paid, and no broker or commission charges were incurred to facilitate these exchanges. The Company accounted for the 3(a)(9) debt-to-equity conversion as a debt extinguishment, resulting in a total loss of approximately $690,000. Of this amount, $414,000 related to conversions with related parties was treated as a capital 15

Table of Contents transaction and recorded as an adjustment to additional paid-in capital. The remaining $276,000, related to third-party debt, was recognized as a component of other income (expense) in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

NOTE 9: DERIVATIVE FINANCIAL INSTRUMENTS

Debt conversion share adjustment obligations

Share Reset Derivative Liabilities: On February 24, 2025, 2,737,168 shares were issued in accordance with the terms of the Share Reset provisions on five conversion agreements at a fair value of $1,712,005, as determined by the closing price on the date of issuance, extinguishing the Company’s share adjustment obligations pursuant to the respective conversion agreements.

Forward purchase agreement: On April 2, 2025, the Company entered into a mutual termination agreement with Meteora to terminate the Amended 2024 FPA (the “FPA Termination Agreement”) in exchange for termination consideration of $500,000. Pursuant to the FPA Termination Agreement, the 1,618,948 shares of the Company’s common stock that Meteora held as of the termination date of April 2, 2025 were deemed free and clear of all obligations, the number of Recycled Shares was equal to zero, and the Prepayment Shortfall was deemed to be zero. The Company received termination consideration of $500,000 from Meteora in April 2025 and recognized the impact of the termination as of June 30, 2025.

NOTE 10: FAIR VALUE MEASUREMENTS

The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of June 30, 2025:


	****	Level I		****	Level II		****	Level III		****	Total
Assets
Forward purchase agreement		$	—		$	—		$	—		$	—
Total assets		$	—		$	—		$	—		$	—
Liabilities
Derivative liabilities		$	—		$	—		$	3,061,948		$	3,061,948
3(a)(10) Settlement Agreement			—			—			3,645,042			3,645,042
Contingent consideration *			—			—			434,174			434,174
Convertible debt			—			—			7,195,476			7,195,476
Total liabilities		$	—		$	—		$	14,336,640		$	14,336,640

*A portion of contingent consideration totaling $259,553 that was recognized on the balance sheet as of June 30, 2025 has crystallized. Because it is no longer subject to fair value measurement, it is excluded from the table above.

The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2024:


	****	Level I		****	Level II		****	Level III		****	Total
Assets
Forward purchase agreement		$	—		$	—		$	1,471,000		$	1,471,000
Total assets		$	—		$	—		$	1,471,000		$	1,471,000
Liabilities
Derivative liabilities		$	—		$	—		$	4,229,478		$	4,229,478
Contingent consideration *			—			—			434,174			434,174
Convertible debt			—			—			8,542,323			8,542,323
Total liabilities		$	—		$	—		$	13,205,975		$	13,205,975

*A portion of contingent consideration totaling $259,553 that was recognized on the balance sheet as of December 31, 2024 has crystallized. Because it is no longer subject to fair value measurement, it is excluded from the table above.

The Company did not make any transfers into or out of Level 3 of the fair value hierarchy during the six-month period ended June 30, 2025.

Table of Contents The following table provides a reconciliation of our assets and liabilities measured at fair value using Level 3 inputs:


	****	Forward Purchase Agreement		****	Derivative liabilities		****	3(a)(10) Settlement Agreement		****	Contingent consideration *		****	Convertible debt
Balance, December 31, 2024		$	1,471,000		$	(4,229,478)		$	—		$	(434,174)		$	(8,542,323)
Cash payment/(receipt)			(500,000)						—						75,000
Issuances			—			—			(11,623,945)			—			(3,556,000)
Settlement through issuance of Company's common stock			—			1,711,739			8,488,749			—			5,470,000
Loss on extinguishment of debt and vendor payable									(1,127,812)						188,119
Change in fair value			(971,000)			(544,209)			617,966			—			(830,272)
Ending balance, June 30, 2025		$	—		$	(3,061,948)		$	(3,645,042)		$	(434,174)		$	(7,195,476)

Convertible Notes Payable

The Company’s carrying value and fair value for the convertible notes payable for which the Company elected the fair value option is as follows.


		June 30, 2025						December 31, 2024
	****	Carrying Value		****	Fair Value		****	Carrying Value		****	Fair Value
2024 Convertible Notes		$	600,000		$	669,480		$	2,440,000		$	2,547,209
2025 Convertible Notes			3,556,000			3,728,282			—			—
Assumed 2024 Note			—			—			3,630,000			3,630,000
SEPA Convertible Note			2,300,000			2,797,714			2,500,000			2,365,114
		$	6,456,000		$	7,195,476		$	8,570,000		$	8,542,323

The change in fair value on convertible debt resulted in a loss of approximately $733,783 and $1,053,478 for the three and six months ended June 30, 2025, respectively, which was recorded as a component of other income (expense) on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

2024 Convertible Notes and 2025 Convertible Notes

The 2024 Convertible Notes and 2025 Convertible Notes are re-measured to fair value each reporting period using the following relevant assumptions:


	****	June 30, 2025		****	December 31, 2024
Discount rate			20.0	%		20.0	%
Probability of conversion at maturity scenario			70.0 - 100.0	%		70.0 - 100.0	%
Probability of voluntary conversion scenario			0.0 - 30.0	%		0.0 - 30.0	%
Remaining term for conversion at maturity scenario			0.01 - 0.77 years			0.01 - 0.28 years
Remaining term for voluntary conversion scenario			0.01 - 0.52 years			0.01 - 0.03 years

SEPA Convertible Note

The fair value of the SEPA Convertible Note was determined utilizing a Monte Carlo simulation considering the following relevant assumptions:


	June 30, 2025			December 31, 2024
Remaining term		0.47 years			0.97 years
Volatility		80.0	%		88.0	%
Risk-free rate		4.3	%		4.3	%
Drift term		4.2	%		4.2	%
Conversion price for payments to be made through issuance of Company's common stock	$	0.17		$	0.41
Payments to be made through issuance of shares of Company's common stock		58	%		11.1	%
Payments to be made in cash		42	%		88.9	%

Forward Purchase Agreement

On April 2, 2025, the Company entered into a mutual termination agreement with Meteora to terminate the Amended 2024 FPA (the “FPA Termination Agreement”) in exchange for termination consideration of $500,000. Pursuant to the FPA Termination Agreement, the 1,618,948 shares of the Company’s common stock that Meteora held as of the termination date of April 2, 2025 were 17

Table of Contents deemed free and clear of all obligations, the number of Recycled Shares was equal to zero, and the Prepayment Shortfall was deemed to be zero. The Company received termination consideration of $500,000 from Meteora in April 2025 and recognized the impact of the termination during the six months ended June 30, 2025.

The fair value of the Amended 2024 FPA was measured at fair value at December 31, 2024 utilizing a Monte Carlo simulation model that applies a probability of occurrence to the present value of each settlement scenario. as follows:


			Amended 2024 FPA					2024 FPA
	****					December 16, 2024		December 16, 2024
		December 31, 2024				(modification)		(modification)
Probability of maturity settlement scenario			15.0	%		15.0	%		15.0	%
Probability of prepayment shortfall settlement scenario			85.0	%		85.0	%		85.0	%
Recycled Shares held by Meteora			1,703,890			1,703,890			2,203,890
Price per share of Company's common stock		$	1.21		$	0.77		$	0.77
Remaining term			2.53 years			2.57 years			2.57 years
Risk-free interest rate			4.3	%		4.2	%		4.2	%
Drift term			4.2	%		4.1	%		4.1	%
Volatility			85.0	%		81.0	%		81.0	%
Forecasted price per share of Company's common stock at maturity			2.30			0.37		$	0.37
Expected margin from Meteora's sale of Recycled Shares			76.9	%		76.9	%		83.3	%

3(a)(10) Settlement Agreement

The change in fair value on the remaining obligation owed under the 3(a)(10) Settlement Agreement (see Note 4) resulted in a loss of $1,115,594 and $617,966 for the three months and six months ended June 30, 2025, which was recorded as a component of other income (expense) on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

The fair value of the 3(a)(10) Settlement Agreement was determined utilizing a Monte Carlo simulation to forecast the Company’s share price through the last share issuance date, considering the following relevant assumptions at the date of issuance and each subsequent reporting period as follows:


	June 30, 2025			January 28, 2025
Price per share of Company’s common stock	$	0.24		$	1.09
Equity volatility		80.0	%		88.0	%
Remaining term		0.46 years			0.63 years
Risk-fee rate		4.3	%		4.2	%
Drift term		4.20	%		4.1	%

Contingent consideration obligation

During the three and six months ended June 30, 2025 there was no change in fair value of the contingent consideration obligation and its underlying assumptions.

Derivative Liabilities

The change in fair value on derivative liabilities resulted in a loss of 33,548 and 544,209 for the three and six months ended June 30, 2025, which was recorded as a component of other income on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. 18

Table of Contents Debt conversion share adjustment obligations: The fair value of the derivative liabilities issued in connection with the September 2024 debt conversion agreements were determined using Monte Carlo simulations considering the following relevant assumptions at the date of issuance and each subsequent reporting period:


	****	June 30, 2025		****	December 31, 2024
Price per share of Company's common stock		$	0.24		$	1.21
Equity volatility			73.0 - 84.0	%		92.0 - 93.0	%
Reset price floor		$	1.25		$	1.25
Reset price ceiling		$	2.00		$	2.00
Remaining term - First Reset Date			0.13 - 0.46 years			0.19 - 0.62 years
Forecasted per share of Company's common stock - Reset Date		$	1.25		$	1.12
Risk-fee rate - Reset Date			4.3 - 4.4	%		4.4	%
Drift term - Reset Date			4.2 - 4.3	%		4.3	%
Forecasted five day VWAP per share of Company's common stock - First Reset Date		$	0.21		$	0.96
Risk-fee rate - First Reset Date			4.3	%		4.2	%
Drift term - First Reset Date			4.2	%		4.1
Remaining term - Second Reset Date			0.87			1.04 years
Forecasted five day VWAP per share of Company's common stock - Second Reset Date		$	0.18		$	0.81
Risk-fee rate - Second Reset Date			4.0	%		4.2
Drift term - Second Reset Date			4.0	%		4.1

SEPA Derivative Liability: The fair value of the SEPA Derivative Liability was determined using a Monte Carlo simulation considering the following relevant assumptions at the date of issuance and each subsequent reporting period:


	****	June 30, 2025		****	December 31, 2024
Remaining term			0.47 years			0.97 years
Volatility			80.0	%		88.0	%
Risk-free rate			4.3	%		4.3	%
Drift term			4.2	%		4.2	%
Conversion price for payments to be made through issuance of Company's common stock		$	0.17		$	0.41
Prepayment premium			107.0	%		107.0	%

Shares to be issued at settlement of derivative liabilities

The shares of the Company’s common stock to be issued in settlement of the above derivative liabilities are dependent on the share price at a future date and, as such, cannot be exactly determined as of June 30, 2025. Accordingly, an estimate has been made using the option pricing model to determine the liability value.

NOTE 11: RELATED PARTY TRANSACTIONS

Certain Relationships and Related Person Transactions

The following is a description of certain relationships and transactions that exist or have existed or that the Company has entered into, in each case since January 1, 2024, with its directors, executive officers, or stockholders who are known to the Company to beneficially own more than five percent of its voting securities and their respective affiliates and immediate family members.

Sponsor of MCAC

In connection with the closing of the Business Combination, the Company assumed unsecured promissory notes totaling approximately $555,000 that are non-interest bearing and due on demand and advances totaling approximately $132,000 that are non-interest bearing and due on demand with the Sponsor of MCAC. During September 2024, the Company entered into a note conversion agreement with the Sponsor of MCAC in which the Company converted the outstanding principal on unsecured promissory notes and certain other liabilities owed to the note holders into shares of the Company’s common stock at a conversion price of $2.00 per share with a one-time share reset adjustment, subject to shareholder approval and a maximum aggregate ownership amount of 19.99% for each individual lender. In connection with these agreements, approximately $555,000 of unsecured promissory notes and approximately $132,000 of accounts payable and accrued expenses were extinguished in exchange for the issuance of 343,248 shares of the Company’s common stock. 19

Table of Contents In connection with the conversion agreement, the Sponsor of MCAC received a one-time share reset adjustment that was settled during the quarter ended March 31, 2025 through the issuance of 205,949 shares of the Company’s common stock (see Note 7). As of December 31, 2024, the fair value of the derivative liabilities associated with the reset adjustment was approximately $158,000 and was included as a component of derivative liabilities on the accompanying consolidated balance sheets. As of June 30, 2025, the derivative liabilities associated with the reset adjustment were settled in full. For the three and six months ended June 30, 2025, the Company recorded a change in fair value on these derivative liabilities of $0 and $30,000 respectively, which was included as a component of change in fair value of derivative liabilities on the accompanying consolidated statements of operations and comprehensive loss.

Related Party Investors

Immediately following the note conversion agreements in September 2024 with secured promissory note holders in which the Company converted the outstanding principal on the secured promissory notes, including accrued and unpaid interest, and certain other liabilities owed to the note holders into shares of the Company’s common stock, the ownership percentage of the Company’s common stock of two individual lenders individually exceeded 5.0%, triggering a related party relationship. These two lenders are collectively referred to as the Related Party Investors.

In connection with the conversion agreements, each Related Party Investor received a one-time share reset adjustment that were settled during the quarter ended March 31, 2025 through the issuance of 1,460,130 and 795,675 shares of the Company’s common stock (see Note 10). As of December 31, 2024, the fair value of the derivative liabilities associated with the reset adjustment granted to each Related Party Investor was approximately $1,146,000 and $624,000 and were included as a component of derivative liabilities on the accompanying consolidated balance sheets. As of June 30, 2025, the derivative liabilities associated with the reset adjustment granted to each Related Party Investor was approximately $1,145,674, and $624,317 and were included as a component of derivative liabilities on the accompanying consolidated balance sheet. As of June 30, 2025, the derivative liabilities associated with the reset adjustment were settled in full.

The Related Party Investors collectively own 100% of an entity that has controlling interest in four customers within the managed solutions operating segment (the “Related Party Managed Solutions Customers”). The Company acquired one of these customers, GEG, in October 2024 from the entity owned by Related Party Investors. For the three and six months period ended June 30, 2025, the Company earned revenue totaling approximately $131,000 and $346,000 respectively, incurred cost of revenues totaling approximately $66,000 and $266,000 respectively, and incurred selling, general and administrative expenses totaling approximately $47,000 and $66,000 respectively from the remaining two Related Party Managed Solutions Customers.

As of December 31, 2024, the Company was owed approximately $349,000 for managed services from the Related Party Managed Solutions Customers and approximately $102,000 for working capital advances from the Related Party Managed Solutions Customers.

As of June 30, 2025, the Company was owed $0 for managed services from the Related Party Managed Solutions Customers and $0 for working capital advances from the Related Party Managed Solutions Customers.

Avanti Notes

In September 2016, the Company entered into an unsecured promissory note with a company owned by the Company’s Chief Executive Officer (the “Related Party Lender”) for an original principal sum of about $248,000 at September 30, 2016 (the “2016 Promissory Note”). The principal balance of the note as of June 30, 2025 and December 31, 2024 are about $83,000 and $83,500 respectively. The note bears annual interest of 14.0%. The note does not have a maturity date, and the full note balance is to be paid over time in amounts determined by the Company.

In July 2024, the Company borrowed an additional amount of about $93,000 from the Related Party Lender (the “2024 Promissory Note”). The loan bears interest at 14.0% and matures in July 2031. The principal and accrued interest is due in full at maturity.

Total interest expense recognized on the promissory notes with the Related Party Lender was approximately $5,100 and $10,300 for the three and six months ended June 30, 2025, respectively, compared to $2,700 and $5,900 for the three and six months ended June 30, 2024.

Related Party Lender

Following the closing of the Business Combination on July 12, 2024 which triggered the conversion of certain convertible notes, a noteholder’s ownership percentage of the Company’s common stock exceeded 5.0%, triggering a related party relationship.

On October 10, 2024, the Company issued this related party a convertible note with a principal amount of $800,000. The note had an interest rate of 20% and a maturity date of April 8, 2025. In April 2025, the note (including accrued interest) was converted into common stock at a conversion price of $0.64 per share, resulting in the issuance of 1,479,890 shares. 20

Table of Contents On December 3, 2024, the Company issued this related party a convertible note with a principal amount of $400,000. This note has an annual interest rate of 20% with an original maturity in January 2025. During the quarter ended March 31, 2025, the note was amended to extend the maturity date to June 30, 2025. Subsequently, during the quarter ended June 30, 2025, the note was further extended with a maturity date to September 30, 2025. The Company accounted for both these amendments as a modification. The note is convertible during the first 30 days after issuance at a conversion price of $1.10. The Company accounts for these convertible notes using the fair value option. As of December 31, 2024, the carrying amount of the note and accrued interest was $400,000 and $6,137, respectively. As of June 30, 2025, the fair value of this note was approximately $446,000.

NOTE 12: COMMITMENTS AND CONTINGENCIES

Legal and regulatory proceedings

The Company is subject to various routine litigation, legal proceedings, and regulatory matters, that arise in the ordinary course of its business. The Company reviews its lawsuits, regulatory matters, and other legal proceedings such matters on an ongoing basis and provides disclosure and records loss contingencies in accordance with the loss contingencies applicable accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements.

The Company’s assessment involves significant judgment, given the varying stages of proceedings and the related uncertainty of potential outcomes. In making determinations, the Company considers factors including, but not limited to, the nature of the claims, experience with similar matters, jurisdiction, input from outside counsel, likelihood of alternative resolution, current status, and damages sought or demands made. Estimates may change from time to time, and actual losses could differ from current estimates. As of June 30, 2025 and December 31, 2024, there are no matters for which a reserve is required.

Florida Solar acquisition litigation (Zrallack and RJZ Holdings LLC v. Aurai LLC, ConnectM Florida RE LLC, and Florida Solar Products, Inc.; Florida 19th Judicial Circuit—St. Lucie County)

On February 26, 2024, Robert Zrallack and RJZ Holdings LLC (the “Plaintiffs”) filed suit against Aurai LLC (“Aurai”), ConnectM Florida RE LLC (“ConnectM Florida RE”), and Florida Solar Products, Inc. (“Florida Solar”), each a wholly owned subsidiary of the Company, in the circuit court for the 19th judicial circuit (St. Lucie County, Florida). In this suit, the Plaintiffs allege various contract claims arising out of a transaction under which Aurai acquired Florida Solar from Mr. Zrallack in 2022 and ConnectM Florida RE acquired certain real estate from RJZ Holdings LLC in 2022 from which Florida Solar operates.

Specifically, the Plaintiffs allege breach of the stock purchase agreement and certain promissory notes in connection with the purchase of Florida Solar and the related real estate, as well as breach of a services agreement with Mr. Zrallack.

The Company believes the Plaintiffs’ claims have no merit and has asserted counterclaims against the Plaintiffs in connection with the underlying transactions. As of June 30, 2025 and to date, the case is in arbitration.

Regardless of the final outcome, defending lawsuits, claims, government investigations, and proceedings in which the Company is involved is costly and can impose a significant burden on management and employees, and there can be no assurances that favorable final outcomes will be obtained.

Employment agreement settlement and related equity issuance (January 2025)

In January 2025, the Company entered into a settlement agreement related to a dispute on an employment agreement under which the Company is required to issue 26,087 shares of the Company’s common stock to an individual promptly within seven-days of the execution of the agreement unless the individual has revoked the agreement as permitted. As per the terms of the existing settlement agreement, the individual is provided a one-time adjustment payable in case on the reset date if the reset price is less than $1.15, then the Company owes the individual an amount equal to the product of (a) $1.15 less than VWAP of the Company’s common stock for the five trading days preceding the reset date and (b) the 26,087 shares of the Company’s common stock. The reset date is the later of (a) ninety days from the date of the agreement or (b) the date that the registration statement is declared effective. As of the date these consolidated financial statements were issued, the shares of the Company’s common stock have not yet been issued as the individual’s legal counsel’s opinion is pending.

NOTE 13: EMPLOYEE RETENTION CREDIT (ERC)

In March 2025, the Company received approval from the Internal Revenue Service for ERC claims totaling $279,524. The Company recognized $0 and $279,524, net of service fees, within Other income (expense), net for the three and six months ended June 30, 2025, respectively. No ERC credits were received or recognized in the comparable three- and six-month periods ended June 30, 2024. 21

Table of Contents NOTE 14: REVENUES

The following table summarizes disaggregated revenue information by geographic area based upon the customer’s country of domicile:


		Three Months Ended June 30,					****	Six Months Ended June 30,
	****	2025		****	2024		****	2025		****	2024
United States		$	7,734,601		$	4,580,577		$	15,988,957		$	9,673,721
India			776,890			428,547		$	1,510,877			709,310

As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations, as our contracts have an original expected duration of less than one year.

Contract Assets

Contract assets consist of work in process for unrecognized revenue. The following table summarizes the contract asset activity for the six months ended June 30, 2025


Balance as of December 31, 2024	$	206,750
Net change during the six months ended June 30, 2025		(22,227)
Balance as of June 30, 2025	$	184,523

NOTE 15: INCOME TAXES

We determine the interim tax benefit (provision) by applying an estimate of the annual effective tax rate to the year-to-date pretax book income (loss) and adjusting for discrete items during the reporting period, if any. Tax jurisdictions with losses for which tax benefits cannot be realized, as well as significant unusual or infrequently occurring items that are separately reported, are excluded from the annual effective tax rate.

Our tax rate for the three and six months ended June 30, 2025 of 21% was in line with the federal statutory rate of 21% and overall was impacted by the effect of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions.

While our tax rate for the three and six months ended June 30, 2024 of 21% was in line with the federal statutory rate of 21%, it was overall impacted by the effect of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, U.S. taxation of foreign earnings including GILTI (Global Intangible Low Taxed Income) tax, net of Section 250 deduction (largely driven by research and development capitalization), Subpart F income, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions.

For the three and six months ended June 30, 2025 and 2024, the Company recorded no income tax expense (benefit), respectively, due to the generation of net operating losses, the benefits of which have been fully reserved.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carry forwards. The Company has considered its history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As a result, as of December 31, 2024 and June 30, 2025, the Company has maintained a full valuation allowance against its net deferred tax assets.

NOTE 16: INVENTORY

Inventories: Inventories consist of parts and finished goods. Parts primarily consist of manufacturing hardware, wiring, and piping. Inventories consisted of the following:


	****	June 30,		****	December 31,
		2025			2024
Parts		$	257,994		$	164,131
Finished Goods			631,183			386,564
Total		$	889,177		$	550,695

Table of Contents NOTE 17: REPORTABLE SEGMENTS

The Company’s operations are organized into four reporting segments: Owned Service Network, Managed Solutions, Logistics and Transportation. The structure is designed to allow the Company to evaluate the performance of its different solutions offerings, provide improved service and drive future growth in a cost-efficient manner.

Selected information by reportable segment is presented in the following tables:


	Three Months Ended June 30, 2025
	Owned Service Network		Managed Solutions		Logistics		Transportation		Corporate		Total
Revenues	$	4,445,226		608,951		2,874,783		582,531		—	$	8,511,491
Cost of revenue		2,535,577		395,187		2,162,027		445,823		—		5,538,614
Selling, general and administrative expenses
Facility costs		27,977		17,073		—		20,320		9,701		75,071
Insurance expenses		103,046		11,163		12,559		201		113,029		239,998
Marketing expenses		422,126		32,344		(916)		116		344,267		797,937
Operational expenses		788,899		76,179		24,875		65,468		1,607,528		2,562,949
Compensation and related benefits		1,345,344		141,008		554,308		30,722		175,287		2,246,669
Travel & entertainment		(6,323)		12,347		16,968		6,808		44,294		74,094
Vehicle expenses		153,818		6,719		—		—		10,694		171,231
Depreciation		117,635		9,927		—		20,783		6,381		154,726
Amortization		36,676		—		(67,513)		—		322		(30,515)
Total selling, general and administrative expenses		2,989,198		306,760		540,281		144,418		2,311,503		6,292,160
Loss on impairment
(Loss) income from operations		(1,079,549)		(92,996)		172,475		(7,710)		(2,311,503)		(3,319,283)
Other (expense) income, net	$	2,728,246	$	—	$	11,015	$	(33,533)	$	(2,792,553)	$	(86,825)
Net (loss) income	$	1,648,697	$	(92,996)	$	183,490	$	(41,243)	$	(5,104,056)	$	(3,406,108)
Total assets	$	9,422,417	$	1,803,751	$	3,380,374	$	6,331,671	$	899,764	$	21,837,977
Capital expenditures		5,265		—		—		—		—		5,265


	Three Months Ended June 30, 2024
	Owned Service Network		Managed Solutions		Logistics		Transportation		Corporate		Total
Revenues	$	3,023,393		1,554,784		—		430,947		—		5,009,124
Cost of revenue		1,796,339		1,120,183		—		122,681		—		3,039,203
Selling, general and administrative expenses
Facility costs		45,475		80,225		—		3,021		141		128,862
Insurance expenses		53,671		88,252		—		206		33,986		176,115
Marketing expenses		42,258		22,924		—		211		39,146		104,539
Operational expenses		269,601		(698,081)		—		134,412		389,783		95,715
Compensation and related benefits		484,258		794,259		—		184,697		695,997		2,159,211
Travel & entertainment		27,055		5,481		—		7,159		(1,488)		38,207
Vehicle expenses		66,467		42,344		—		—		51,429		160,240
Depreciation		100,210		(10,832)		—		18,781		29,517		137,676
Amortization		18,214		—		—		(19,480)		14,359		13,093
Total selling, general and administrative expenses		1,107,209		324,572		—		329,007		1,252,870		3,013,658
Loss on impairment		405,658		—		—		—		—		405,658
(Loss) Income from operations		(285,813)		110,029		—		(20,741)		(1,252,870)		(1,449,395)
Other (expense) income, net		—		—		—		—		(767,891)		(767,891)
Net (loss) income	$	(285,813)	$	110,029	$	—	$	(20,741)	$	(2,020,761)	$	(2,217,286)
Total assets	$	5,117,037	$	605,954	$	—	$	1,111,513	$	8,346,165	$	15,180,669
Capital expenditures	$	3,578	$	—	$	—	$	—	$	—	$	3,578

Table of Contents


	Six Months Ended June 30, 2025
	Owned Service Network		Managed Solutions		Logistics		Transportation		Corporate		Total
Revenues	$	8,692,767		2,365,319		5,412,213		1,029,535		—	$	17,499,834
Cost of revenue		4,765,402		1,736,378		4,171,561		839,883		—		11,513,224
Selling, general and administrative expenses
Facility costs		63,816		118,106		—		33,874		9,701		225,497
Insurance expenses		143,465		33,893		26,254		399		212,949		416,960
Marketing expenses		1,874,228		107,128		(916)		1,283		881,311		2,863,034
Operational expenses		1,282,117		(462,051)		213,270		137,354		2,964,539		4,135,229
Compensation and related benefits		2,210,605		800,307		554,308		79,168		415,472		4,059,860
Travel & entertainment		22,727		15,591		25,418		11,380		99,220		174,336
Vehicle expenses		219,968		106,697		—		—		10,694		337,359
Depreciation		161,042		19,856		—		22,821		6,381		210,100
Amortization		81,352		—		74,964		—		645		156,961
Total selling, general and administrative expenses		6,059,321		739,528		893,298		286,279		4,600,913		12,579,336
Loss on impairment		—		—		—		—		—		—
(Loss) income from operations		(2,131,955)		(110,586)		347,354		(96,627)		(4,600,912)		(6,592,726)
Other (expense) income, net		2,672,341	$	—	$	11,015	$	(33,533)	$	(6,440,544)		(3,790,721)
Net (loss) income	$	540,386	$	(110,586)	$	358,369	$	(130,160)	$	(11,041,456)	$	(10,383,447)
Total assets	$	9,422,417	$	1,803,751	$	3,380,374	$	6,331,671	$	899,764	$	21,837,977
Capital expenditures	$	5,265	$	—	$	—	$	—	$	—	$	5,265


	Six Months Ended June 30, 2024
	Owned Service Network		Managed Solutions		Logistics		Transportation			Corporate	Total
Revenues	$	6,784,511		2,864,500		—		734,020		—	$	10,383,031
Cost of revenue		4,309,129		2,007,781		—		492,679		—		6,809,589
Selling, general and administrative expenses
Facility costs		102,899		149,711		—		9,082		(20,254)		241,438
Insurance expenses		115,197		145,613		—		412		89,893		351,115
Marketing expenses		126,571		31,077		—		2,149		56,959		216,756
Operational expenses		341,697		(587,110)		—		226,680		884,133		865,400
Compensation and related benefits		1,527,383		930,072		—		193,162		1,010,065		3,660,682
Travel & entertainment		35,306		6,895		—		10,950		17,309		70,460
Vehicle expenses		123,434		70,437		—		—		104,077		297,948
Depreciation		145,936		—		—		20,593		29,517		196,046
Amortization		106,795		—		—		3,516		21,661		131,972
Total selling, general and administrative expenses		2,625,218		746,695		—		466,544		2,193,360		6,031,817
Loss on impairment		405,658				—		—		—		405,658
(Loss) Income from operations		(555,494)		110,024		—		(225,203)		(2,193,360)		(2,864,033)
Other (expense) income, net		—		—		—		—		(1,956,626)		(1,956,626)
Net (loss) income	$	(555,494)	$	110,024	$	—	$	(225,203)	$	(4,149,986)	$	(4,820,659)
Total assets	$	5,117,037	$	605,954	$	—	$	1,111,513	$	8,346,165	$	15,180,669
Capital expenditures	$	10,147	$	—	$	—	$	—	$	—	$	10,147

As of June 30, 2025 and December 31, 2024 the Company’s total assets located outside the United States were approximately $6,332,000 and $1,260,000, respectively. For the three and six months ended June 30, 2025, one customer represented more than 10% of total company revenue and for the three and six months ended June 30, 2024, no single customer represented more than 10% of total company revenue. 24

Table of Contents The following tables summarize disaggregated revenue information by geographic area based upon the customer’s country of domicile:


	Three Months Ended June 30, 2025
	Owned Service Network		Managed Solutions		Logistics		Transportation		Corporate		Total
United States	$	4,250,867	$	608,951	$	2,874,783	$	—	$	—	$	7,734,601
Other		194,359		—		—	$	582,531		—	$	776,890
Total	$	4,445,226	$	608,951	$	2,874,783	$	582,531	$	—	$	8,511,491


	Three Months Ended June 30, 2024
	Owned Service Network		Managed Solutions		Logistics		Transportation		Corporate		Total
United States	$	3,023,393		1,554,784		—		2,400		—	$	4,580,577
Other		—		—		—		428,547		—		428,547
Total	$	3,023,393	$	1,554,784	$	—	$	430,947		—	$	5,009,124


	Six Months Ended June 30, 2025
	Owned Service Network		Managed Solutions		Logistics		Transportation			Corporate	Total
United States	$	8,211,425	$	2,365,319	$	5,412,213	$		$	—	$	15,988,957
Other		481,342						1,029,535				1,510,877
Total	$	8,692,767	$	2,365,319	$	5,412,213	$	1,029,535	$	—	$	17,499,834


	Six months ended June 30, 2024
	Owned Service Network		Managed Solutions		Logistics		Transportation		Corporate	Total
United States	$	6,784,511		2,864,500		—		24,710	—		9,673,721
Other		—		—		—		709,310	—		709,310
Total	$	6,784,511	$	2,864,500	$	—	$	734,020	—	$	10,383,031

NOTE 18: STOCK-BASED COMPENSATION

During May and June 2025, the Company issued 585,000 shares of our common stock to certain advisers with a fair value of approximately $133,000, as determined on the issuance date using the reported closing share price. Further, the Company issued 1,622,222 shares of our common stock to its directors and employees as consideration for past services performed with a fair value of approximately $372,000, as determined on the issuance date using the reported closing share price. The stock awards issued to date have been one-time grants made without any associated vesting requirements.

NOTE 19: SUBSEQUENT EVENTS

The Company has evaluated subsequent events from June 30, 2025 through the date these interim financial statements were issued, in accordance with ASC 855, Subsequent Events. No events were identified that require adjustment to the accompanying financial statements. All subsequent events identified are non-recognized subsequent events.

Convertible note agreement issuances

From July 1, 2025 to date of filing, the Company entered into five convertible note agreements in exchange for aggregate gross proceeds of $1,900,000 with four lenders (the “Q3 2025 Convertible Note”). The Q3 2025 Convertible Note bears interest at a rate of 20.0% per annum and matures 210 days from the agreement date. The Q3 2025 Convertible Note is convertible any time before the maturity date at the option of the holder into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.25 or (ii) the quotient obtained by dividing (x) the sum of the principal and accrued by unpaid interest by (y) 90.0% of the VWAP on the primary trading market of the Company’s common stock the three trading day period immediately preceding the measurement date. The number of shares issuable upon conversion is determined by dividing the sum of the outstanding principal and accrued interest by the conversion price.

Reverse stock split

On April 11, 2025, the Company held a special meeting of shareholders. The shareholders voted to approve a reverse stock split and issuance of up to 25,000,000 shares via a standby equity purchase agreement. The terms of the reverse stock split are not yet finalized as of the date the consolidated financial statements were issued. 25

Table of Contents

SEPA convertible note technical default

As of the date of this filing, the Company has not made certain scheduled payments under the SEPA Convertible Note or made timely SEC filings and is therefore in default under the agreement. However, Yorkville has not issued a formal notice of default, and the Company remains in ongoing discussions with Yorkville regarding a potential resolution and restructuring of the outstanding obligations. The Company is required to maintain a minimum cash balance equal to the lesser of (a) $2,000,000 and (b) the sum of the next three Installment Payments, as defined in the promissory note, coming due. As of June 30, 2025, the minimum cash balance required was approximately $1,666,000.

Seller note amendments

On July 10, 2025, the Company entered into the first amendment to the January 2025 Note (the “Amended January 2025 Note”), under which the Company is required to pay the lender approximately $26,000 towards the principal, approximately $14,000 of accrued interest, and the lender’s legal fees of approximately $3,000. The Amended January 2025 Note extended the maturity date from June 30, 2025 to August 8, 2025 and increased the interest rate to 18.0% effective July 1, 2025.

On August 14 2025, the Company entered into a Second Amendment to the January 2025 Note (the “Second Amended January 2025 Note”), which extended the maturity date from August 8, 2025 to September 30, 2025 and required payment of an approximately $10,000 forbearance fee to the lender.

Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Dollar amounts in this discussion are expressed in whole-dollars, except as otherwise noted. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed elsewhere in this Quarterly Report on Form 10-Q, particularly in Part I, Item 1A, Risk Factors. We do not undertake, and expressly disclaim, any obligation to publicly update any forward-looking statements, whether as a result of new information, new developments or otherwise, except to the extent that such disclosure is required by applicable law.

Executive Overview

ConnectM (the “Company”) is a Delaware corporation headquartered in Marlborough, Massachusetts. On July 12, 2024 (the “Closing Date”), Monterey Capital Acquisition Corporation (“MCAC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ConnectM Technology Solutions, Inc. (“Legacy ConnectM”) in which MCAC acquired all of the issued and outstanding shares of common stock from Legacy ConnectM shareholders (the “Business Combination”) in exchange for 14,500,000 shares of MCAC’s common stock. On the Closing Date, MCAC changed its name to ConnectM Technology Solutions, Inc (“ConnectM”) and we became a publicly listed company.

ConnectM is a constellation of companies connecting and powering next generation equipment, mobility and distributed energy—thus enabling a faster, smarter transition to a modern energy economy. We deliver an advanced, proprietary Energy Intelligence Network (EIN) platform designed to empower residential and commercial service providers and original equipment manufacturers, to optimize energy efficiency, enhance operational performance, and support sustainable innovation. Leveraging technology, data, artificial intelligence, and behavioral economics, the Company aims to lower energy costs and reduce carbon emissions globally. Our Service Provider-facing technology platform encompasses marketing to life cycle management, customer care to claims processing, finance to rebates/incentives. Our architecture combines artificial intelligence with human expertise, continuously learning from the data it generates. This enables us to refine and improve our technology solutions for B2B customers while maximizing customer lifetime value. In addition to digitizing electrification end-to-end, we also transform the underlying business model to minimize customer churn while maximizing trust and improving environmental impact.

Our OEM-facing technology platform provides essential hardware and software services for EV fleet management and battery diagnostics—helping to capture data, synthesize that data, and in turn monetizing that data on behalf of our enterprise customers. By empowering OEMs and mobility companies with connected operations, our portfolio companies directly contribute to their continued explosive growth.

We believe that our cocktail of enhanced user experience, aligned values, and competitive cost enjoys broad appeal. End user electrification consumption has grown over time to encompass higher value products such as heat pumps, highly efficient air conditioners, solar roof, battery storage, electric vehicles and weatherization. These progressions can generate increases in customer lifetime value. We anticipate sustained growth through predictable, recurring revenue streams and automation that reduces costs while meeting our B2B customer needs. Our data-driven architecture further enhances precision in pricing and implementing electrification solutions, creating additional value for our customers.

We derive revenue through the sale of hardware, software, and services across four different business segments: our Owned Service Network, Managed Solutions, Transportation, and Logistics. The key elements of our products and services are discussed in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2024, under the section titled “Business – Our Products and Services.” Our expenses consist primarily of payroll and benefit costs, facility costs, leasehold improvement amortization, utility costs, repair and maintenance, advertising, insurance, equipment depreciation, and professional fees.

Recent Developments

On January 28, 2025, the Company entered into a settlement and stipulation agreement (the “Settlement Agreement”) with Last Horizon, LLC (“Last Horizon”), pursuant to which the Company agreed to issue shares of the Company’s common stock to Last Horizon in exchange for the settlement of an aggregate $8,908,000 (the “Claim”) to resolve outstanding overdue liabilities with one of our lenders and certain of our vendors. The Company has issued 13,744,131 shares of the Company’s common stock to Last Horizon as Settlement Shares between January 28, 2025 and the date this Form 10-Q was issued. The issuance of common stock to Last Horizon pursuant to the terms of the Settlement Agreement is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims. 27

Table of Contents On March 26, 2025, the Company was awarded its first Home and Building Electrification (HBE) project in India through a strategic partnership with Zenith Energy Services Pvt. Ltd.

During the six months ended June 30, 2025, 2,737,168 shares of our common stock were issued in connection with the share reset derivative liabilities.

During the three months ended March 31, 2025, the Company entered into twelve convertible note agreements in exchange for aggregate gross proceeds of $2,530,000 to eleven lenders (the “Q1 2025 Convertible Notes”). The Q1 2025 Convertible Notes bear interest at a rate of 20.0% per annum. The Q1 2025 Convertible Notes have maturity dates that range from 40-days to one year from the convertible note issuance date, optional conversion period that ranges from thirty to ninety days, and a conversion price that ranges from $1.00 to $1.15. The Company entered into convertible note agreements with two related-party investors holding beneficial ownership interests exceeding 5.0% of the Company's common stock. The aggregate principal amount of these convertible notes was $500,000.

On April 2, 2025, the forward purchase agreement with Meteora was terminated. There were 1,618,948 shares of our common stock held by Meteora which were deemed free and clear of obligations and $500,000 termination payment owed to us from Meteora.

On April 25, 2025, the Company completed its acquisition of Cambridge Energy Resources Pvt. Ltd. (“CER”), a privately held India- based Energy-Management-as-a-Service provider, following receipt of all necessary regulatory approvals. Under the terms of the transaction, the purchase price was approximately $1,135,000 out of which, the Company has paid approximately $381,000 (as discussed in Note 4). CER brings an established operating presence in India’s rooftop solar and telecommunication energy - management sectors, complementing the Company’s Owned Service Network segment and Energy Intelligence Network. Management expects the integration of CER to accelerate strategic growth across distributed energy and telecom infrastructure markets in India. With the acquisition, the Company projects India - based operations to expand from approximately 5% to 15% of global revenue (approximately $10,000,000 annualized) over the next twelve months.

On May 5, 2025, the Company’s board of directors designated 100,000 shares of preferred stock as Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Stock”) and 100,000 shares of preferred stock as Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Stock”). The Series A Stock and the Series B Stock have an initial stated value of $100.00 per share, subject to adjustment in the event of a stock split, combination or other similar recapitalization. Further terms are detailed in the Subsequent Events section.

On May 6, 2025, the Company received a determination letter (the “Delisting Notification”) from the Nasdaq Hearings Advisor stating that the Panel has determined to delist the Company’s common stock, par value $0.0001 per share from the Nasdaq Capital Market, and Nasdaq suspended the trading of the Company’s Common Stock on May 7, 2025 because the Company has not demonstrated compliance with the MVLS Rule, nor does it meet any of the alternative requirements under Nasdaq Listing Rule 5550 (b) and has failed to demonstrate that additional time to regain compliance is appropriate.

During April 2025 and May 2025, the Company entered into twenty five note exchange agreements with twelve of its lenders under which sixteen secured promissory notes totaling $4,435,000, nine convertible notes totaling $1,840,000, and accrued interest and fees totaling $1,189,939 were exchanged for 15,290,930 shares of the Company’s common stock with a fair value of $8,224,386, as determined on the issuance date using the reported closing share price. Certain of these note exchanges involved related parties, including Arumilli LLC, SriSid LLC, Win - Light Global Co. Ltd., and W4 Partners LLC.

The Company entered into six promissory note agreements in exchange for aggregate gross proceeds of $735,000 during April 2025 and May 2025. Each of the notes bears interest at a rate of 20.0% per annum and matures 180 days from its respective issuance date. Five of the promissory notes were held by W4 Partners LLC, a related party due to its equity ownership in the Company.

During May 2025, we amended three of our business loan and security agreements, extending the maturity dates through November 2026 and December 2026 and reducing monthly payments from approximately $23,000 to $8,000. 28

Table of Contents During May 2025 and June 2025, we issued 585,000 shares of our common stock to certain advisers with a fair value of approximately $133,000, as determined on the issuance date using the reported closing share price.

During May 2025 and June 2025, we issued 1,622,222 shares of our common stock to its directors and employees as consideration for past services performed with a fair value of approximately $372,000, as determined on the issuance date using the reported closing share price.

During May 2025 and June 2025, we sold 3,658,333 shares of our common stock for gross proceeds of approximately $805,000 with a fair value of approximately $948,000, as determined on the issuance date using the reported closing share price.

The Company entered into six convertible note agreements in exchange for aggregate gross proceeds of $1,026,000 to six lenders during April 2025, May 2025, and June 2025 (the “Q2 2025 Convertible Notes”). The Q2 2025 Convertible Notes bear interest at a rate of 20.0% per annum. Five of the Q2 2025 Convertible Notes have maturity dates that range from 40 - days to one year, optional conversion periods that range from thirty to 180 days, and conversion prices that either range from $0.60 to $1.15 or is convertible at a conversion price equal to the quotient obtained by dividing (x) the sum of the principal and accrued by unpaid interest by (y) 90.0% of the VWAP on the primary trading market of the Company’s common stock the three trading day period immediately preceding the measurement date. One of the Q2 Convertible Notes bears interest at a rate of 20.0% per annum, matures 210 days from the agreement date, and is convertible any time before the maturity date at the option of the holder into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.25 or (ii) the quotient obtained by dividing (x) the sum of the principal and accrued by unpaid interest by (y) 90.0% of the VWAP on the primary trading market of the Company’s common stock the three trading day period immediately preceding the measurement date.

Comparability of Financial Information

Our historical results operations and consolidated statements of assets and liabilities may not be comparable to our current results operations and statements of assets and liabilities as a result of the Business Combination and becoming a public company on July 12, 2024, which will require us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit, compliance and legal fees.

Key Factors Affecting Operating Results

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including but not limited to those discussed in Item 1A “Risk Factors”. 29

Table of Contents We expect to derive future revenue from (i) our existing high margin recurring revenue products, (ii) our expanded service offerings leveraging our existing customer and developer networks, (iii) expanding our existing software and AI capabilities through development of additional software tools aimed at solving pain points and increasing profitability for service providers, OEMs and other enterprise customers, (iv) an expanded customer base through client referrals and our customized, relationship-focused sales process, and (v) a continued focus on internation expansion for sales and distribution of our products and services.

Reportable Segments

Our reportable operating segments include:

●	Owned Service Networkfocuses on the deployment of modern energy economy solutions into enterprises, infrastructure providers, homes and businesses by providing installation and maintenance services for electrified heating and cooling solutions and distributed energy solutions (including solar and battery). The installed equipment is connected to the Company’s AI-driven energy intelligence platform to ensure peak performance and efficiency of the equipment as well as allowing the Company to remotely monitor maintenance needs.
●	Managed Solutions provides a selection of servicing offerings that customers can select that include human resources management, procurement services, omnichannel marketing and lead generation as well as access to short-term working capital loans.
---	---
●	Logistics focuses on the facilitation of business-to-business transportation of commercial and other heavy goods using the Company’s last mile delivery platform and software.
---	---
●	Transportationfocuses on the management of connected operations using the Company’s IIoT platform to remotely monitor and control the performance of equipment for original equipment manufacturers (“OEMs”) and other enterprise customers.
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Key Components of Our Results of Operations

Revenue

Our revenue is derived from customer contracts and consists of equipment and product sales, installation of equipment, service agreements associated with equipment sold to customers, service agreement associated with technology development for customers, provision of managed services, and delivery services. We fulfill obligations and recognize revenue under a contract with a customer by transferring products and services in exchange for consideration from the customer. Payments received or consideration billed in advance are recorded as deferred revenue. For projects expected to be completed within one-year, we have elected to recognize revenue in the amount billable to the end-consumer.

Under our contracts in the managed solutions segment, working capital adjustments may be processed quarterly, if year-to-date costs incurred by the customer exceed the percentage of the customer’s revenue and are recorded as a reduction of selling, general and administrative expenses as it represents the customer’s reimbursement of costs incurred by us.

We exclude from revenue the taxes collected from customers and remitted to government authorities related to sales of our inventory. Shipping and handling costs that are billed to customers are included in net sales.

Cost of Revenue

Cost of Revenue consists of personnel-related expenses, including salaries, benefits and stock-based compensation, and facility costs for our operations and manufacturing teams. Cost of Revenue also includes expenses for costs of equipment and professional services related to the maintenance or installation of equipment. The Company expects its operations costs to increase in the foreseeable future as it continues to invest in the expansion of its operations.

Selling, General and Administrative

Selling, general and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, depreciation and amortization, and allocated facility costs for our business development, marketing, corporate, executive, finance, legal, human resources, IT, and other administrative functions. General and administrative expenses also include expenses for outside professional services, including legal, auditing and accounting services, recruitment expenses, travel expenses and certain non-income taxes, insurance, and other administrative expenses.

We expect our selling, general and administrative expenses to increase for the foreseeable future as it scales headcount with the growth of its business, and because of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, increased insurance expenses, investor relations activities, and other administrative and professional services. 30

Table of Contents Other income (expense), net

Other income (expense), net consists primarily of interest expense incurred on our debt obligations, remeasurement gains or losses associated with the change in the fair value on our convertible notes payable and forward purchase agreement derivative liabilities, gains and losses on the extinguishment of liabilities, a gain on the modification of our forward purchase agreement, the bargain purchase gain from our CER acquisition, and other miscellaneous income or expenses incurred throughout the period.

Results of Operations

The following table summarizes our financial results for the period indicated:


	****	Three Months Ended June 30,						Change
	****	2025		****	2024		****		****	%	****
	****
Revenues		$	8,511,491		$	5,009,124				69.9	%
Costs and expenses:
Cost of revenues			5,538,614			3,039,203				82.2	%
Gross profit			2,972,877			1,969,921				50.9	%
Selling, general and administrative expenses			6,292,160			3,013,658				108.8	%
Loss on impairment of intangible assets			—			405,658				(100.0)	%
Loss from operations			(3,319,283)			(1,449,395)				129.0	%
Total other income (expense), net			(86,825)			(767,891)				(88.7)	%
Net loss		$	(3,406,108)		$	(2,217,286)				53.6	%

All values are in US Dollars.


	****	Six Months Ended June 30,				Change
		2025		2024			%	****
	****
Revenues		$	17,499,834	$	10,383,031		68.5	%
Costs and expenses:
Cost of revenues			11,513,224		6,809,589		69.1	%
Gross profit			5,986,610		3,573,442		67.5	%
Selling, general and administrative expenses			12,579,336		6,031,817		108.5	%
Loss on impairment of intangible assets			—		405,658		(100.0)	%
Loss from operations			(6,592,726)		(2,864,033)		130.2	%
Total other income (expense), net			(3,790,721)		(1,956,626)		93.7	%
Net loss		$	(10,383,447)	$	(4,820,659)		115.4	%

All values are in US Dollars.

Revenues

Revenue increased $3,502,367, or 69.9%, to $8,551,491 for the three months ended June 30, 2025 from $5,009,124 for the three months ended June 30, 2024. This increase was primarily driven by the Company’s new Logistics segment, established in connection with the Delivery Circle acquisition completed in July 2024, and expanding Owned Service Network through the acquisitions of additional service providers and geographic market expansion, which yielded an increase in revenues of approximately $2,875,000 for the three months ended June 30, 2025.

Revenue increased $7,116,803, or 68.5%, to $17,499,834 for the six months ended June 30, 2025 from $10,383,031 for the six months ended June 30, 2024. This increase was primarily driven by the Company’s new Logistics segment established in connection with the Delivery Circle acquisition completed in July 2024, and expanding Owned Service Network through the acquisitions of additional service providers and geographic market expansion, which yielded an increase in revenues of approximately $5,412,000 and approximately $1,908,000 for the six months ended June 30, 2025 and 2024 respectively.

Expenses

Cost of Revenues increased approximately $2,499,000, or 82.2%, to approximately $5,538,000 for the three months ended June 30, 2025 from approximately $3,039,000 for the three months ended June 30, 2024. This increase was primarily driven by the introduction of our new Logistics segment established in connection with the Delivery Circle acquisition completed in July 2024, which added approximately $2,162,000 in cost of revenue, which was driven by the increase in revenues for this segment, as described above, for the three months ended June 30, 2025.

Cost of Revenues increased approximately $4,703,000, or 69.1%, to approximately $11,513,000 for the six months ended June 30, 2025 from approximately $6,810,000 for the six months ended June 30, 2024. This increase was primarily driven by the introduction of 31

Table of Contents our new Logistics segment established in connection with the Delivery Circle acquisition completed in July 2024, which added approximately $4,172,000 in cost of revenue, which was driven by the increase in revenues for this segment, as described above, for the six months ended June 30, 2025.

Selling, general and administrative expenses increased approximately $3,279,000 or 109% to approximately $6,292,000 for the three months ended June 30, 2025 from approximately $3,014,000 for the three months ended June 30, 2024. The increase was primarily driven by approximately $1,737,000 of increased operating costs associated with becoming a public company in July 2024 and our expanding Owned Service Network through the acquisitions of additional service providers and geographic market expansion. Approximately $589,000 of selling, general and administrative expenses from our new Logistics segment, and increased marketing costs in our Owned Service Network segment of approximately $400,000 for the three months ended June 30, 2025.

Selling, general and administrative expenses increased approximately $6,548,000 or 109% to approximately $12,579,000 for the six months ended June 30, 2025 from approximately $6,031,000 for the six months ended June 30, 2024. The increase was primarily driven by approximately $3,020,000 of increased operating costs associated with becoming a public company in July 2024 and our expanding Owned Service Network through the acquisitions of additional service providers and geographic market expansion. Approximately $942,000 of selling, general and administrative expenses from our new Logistics segment, and increased marketing costs in our Owned Service Network segment of approximately $1,746,000 for the six months ended June 30, 2025.

Other Income (Expense)

During the three and six months ended June 30, 2025, we extinguished certain liabilities with certain of our creditors. We accounted for these extinguishments of the outstanding obligations and recognized a loss of extinguishment of approximately $1,599,000 and $4,106,000 respectively, an increase of approximately $1,599,000 and $3,514,000 respectively from the loss on extinguishment that we recognized during the three and six months ended June 30, 2024.

During the three and six months ended June 30, 2025, we also recognized expenses attributable to changes in fair value of our forward purchase agreement of nil and approximately $971,000 respectively, and changes in the fair value of convertible debt of approximately $511,000 and approximately 830,000 respectively, offset by the bargain purchase gain of approximately $2,487,000 (see Note 4) during the three and six months ended June 30, 2025 that did not occur during the three and six months ended June 30, 2024.

Interest expense decreased approximately by $539,000 and $557,000 to approximately $102,000 and $596,000 for the three and six months respectively ended June 30, 2025 from approximately $641,000 and $1,153,000 respectively for the three and six months ended June 30, 2024. This decrease was primarily driven by decrease in debt of approximately $3,149,000 from June 30, 2024 to June 30, 2025 as a result of the conversion of certain secured promissory notes and during the second half of 2024 outstanding that were outstanding as of June 30, 2024.

Employee Retention Tax Credit: In March 2025, the Company received approval from the Internal Revenue Service for ERC claims totaling $279,524. The Company recognized $0 and $279,524, net of service fees, within Other income (expense), net for the three and six months ended June 30, 2025, respectively. No ERC credits were received or recognized in the comparable three- and six-month periods ended June 30, 2024.

Liquidity and Capital Resources

Our consolidated financial statements for the six months ended June 30, 2025 and for the year ended December 31, 2024 identifies the existence of certain conditions that raise substantial doubt about our ability to continue as a going concern for twelve months from the issuance of this report. Refer to Footnote 3 of the accompanying financial statements for more information.

We are required to maintain a minimum cash balance equal to the lesser of (a) $2,000,000 and (b) the sum of the next three Installment Payments, as defined in the promissory note, coming due by our standby equity purchase agreement. As of June 30, 2025, our minimum cash balance requirement was approximately $1,666,000. 32

Table of Contents Cash Flows

The following table summarizes the Company’s cash flows for the period indicated:


	****	Six Months Ended June 30,						Change
	****	2025		****	2024		****		%
Net cash used in operating activities		$	(4,204,478)		$	(2,424,368)			73.4	%
Net cash received from (used in) investing activities		$	285,822		$	(145,923)			(295.9)	%
Net cash provided by financing activities		$	4,204,866		$	2,219,157			89.5	%

All values are in US Dollars.

Net cash used in operating activities

Net cash used in operating activities for the six months ended June 30, 2025 was approximately $4,204,000. Net cash used in operating activities consisted primarily of net loss of approximately $10,383,000 which stem from the increased operating expenses such as heightened legal and administrative costs due to ongoing debt restructuring efforts, alongside inflationary pressures on overhead, which have notably impacted our cash flow despite efforts to streamline operations. This was offset by approximately $4,350,000 of noncash items, primarily related to the loss on extinguishment of debt of approximately $4,106,000, change in fair value measurement of convertible debt of approximately $830,000, change in fair value of forward purchase agreement resulting in a loss of approximately $971,000, depreciation and amortization of long-lived assets and intangible assets of approximately $289,000, and amortization of the Company’s debt discount recorded on its different debt facilities of approximately $105,000 offset by a bargain purchase gain of $2,487,000 and a change in fair value of our 3(a)(10) Settlement Agreement of approximately 618,000. In addition, for the six months ended June 30, 2025, net changes in operating assets and liabilities resulted in cash provided by operating activities of approximately $1,829,000.

Net cash used in operating activities for the six months ended June 30, 2024 was approximately $2,424,000. Net cash used in operating activities consisted primarily of net loss of approximately $4,821,000, offset by approximately $1,760,000 of noncash items, primarily related to the loss on extinguishment of debt of approximately $592,000, loss on impairment of intangible assets of approximately $406,000, unrealized loss on the fair value remeasurement of debt of approximately $249,000 the depreciation and amortization of long-lived assets and intangible assets of approximately $333,000, and amortization of the Company’s debt discount recorded on its different debt facilities of approximately $19,000. In addition, for the six months ended June 30, 2024, net changes in operating assets and liabilities resulted in cash provided by operating activities of $636,000.

Net cash used in investing activities

Net cash received from investing activities for the six months ended June 30, 2025 was approximately $286,000. Investing activities primarily included the purchase of capitalized software development costs of approximately $292,000 and purchases of property and equipment of approximately $24,000, offset by cash receipt of non-controlling interest of $560,000.

Net cash used in investing activities for the six months ended June 30, 2024 was approximately $146,000. Investing activities primarily relating to the purchase of property and equipment and purchase of capitalized software development costs of approximately $10,000 and $76,000, respectively. Which also included the payment of non-controlling interest of $60,000.

Net cash provided by financing activities

Net cash provided by financing activities for the six months ended June 30, 2025 was approximately $4,205,000. Financing activities consisted primarily of proceeds from the issuance of convertible debt of approximately $3,556,000, issuance of debt of approximately $735,000 and proceeds from stocks subscription agreement of $805,000 offset by repayment of debt of approximately $1,267,000 and payments on convertible note and finance leases of approximately $124,000.

Net cash provided by financing activities for the six months ended June 30, 2024 was approximately $2,219,000. Financing activities consisted primarily of the proceeds from the issuance of debt facilities of $5,372,000, offset by the payment of extension fees into MCAC’s trust account of approximately $1,933,000, payments on the Company’s debt facilities of $1,322,000, payments of deferred offering costs of $213,000, payments of debt financing fees of approximately $690,000 and payments on finance leases of $50,000.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined in the SEC rules and regulations. 33

Table of Contents Commitments and Contractual Obligations

Refer to Note 5, Note 6, Note 7, and Note 8 in the accompanying notes to the financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under U.S. GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities.

Critical Accounting Policies and Significant Management Estimates

In the notes to our consolidated financial statements and in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Annual Report on Form 10-K, we have disclosed those accounting policies that we consider to be most significant in determining our results of operations and financial condition and involve a higher degree of judgment and complexity. There have been no changes to those policies that we consider to be material since the filing of our 2024 Annual Report on Form 10-K, except as disclosed below. The accounting principles used in preparing our condensed consolidated financial statements conform in all material respects to U.S. GAAP.

3(a)(10) Settlement Agreement

Our 3(a)(10) Settlement Agreement is variable share settled obligations evaluated under ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Each period, the fair value of the 3(a)(10) Settlement Agreement is calculated and the resulting gains and losses from the change in fair value is recognized in income.

The fair value of the other payable was determined using a Monte Carlo simulation model which incorporates subjective assumptions based on the terms of the agreement and represents our best estimate at the valuation date. The 3(a)(10) Settlement Agreement is re-measured to fair value each reporting period with the most significant unobservable input used in the calculation the expected average volume weighted average price for a share of our common stock for the five-business day period preceding each settlement date for a tranche of the settlement shares. Any change in one of the significant assumptions detailed above would likely have an impact on the concluded fair value of the other payable. See Note 6 – Other Payable and Note 10 - Fair Value Measurements to our unaudited condensed consolidated financial statements for additional detail.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

This item is omitted as it is not required for a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of our fiscal quarter ended June 30, 2025. Based on this evaluation, our Chief Executive Officer has concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting.

Management has initiated a remediation plan designed to address these material weaknesses. The plan includes strengthening our financial reporting resources, enhancing documentation and review procedures, and implementing additional monitoring and oversight controls. The Company is committed to remediating the identified weaknesses as quickly as practicable, although the material weaknesses will not be considered remediated until the improved processes and controls have been operating effectively for a sufficient period of time.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents PART II

Item 1. Legal Proceedings.

From time to time, we may be party to or otherwise involved in legal proceedings arising in the ordinary course of business. We recognize provisions for legal proceedings in our financial statements, in accordance with accounting rules, when we are advised by independent outside counsel that (i) it is probable that an outflow of resources will be required to settle the obligation and (ii) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis by outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system. Our provisions for probable losses arising from these matters are estimated and periodically adjusted by management. In making these adjustments our management relies on the opinions of our external legal advisors. Management does not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material adverse effect on our business, results of operations or financial condition, except as described below.

On February 26, 2024, Robert Zrallack and RJZ Holdings LLC (the “Plaintiffs”) filed suit against Aurai LLC (“Aurai”), ConnectM Florida RE LLC (“ConnectM Florida RE”), and Florida Solar Products, Inc. (“Florida Solar”), each a wholly owned subsidiary of ConnectM, in the circuit court for the 19th judicial circuit (St. Lucie County, Florida). In this suit, the Plaintiffs allege various contract claims arising out of a transaction under which Aurai acquired Florida Solar from Mr. Zrallack in 2022 and ConnectM Florida RE acquired certain real estate from RJZ Holdings LLC in 2022 from which Florida Solar operates.

The Company believes the Plaintiffs’ claims have no merit and plans to assert counterclaims against the Plaintiffs in connection with the underlying transactions. The Company is defending itself in this matter.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition, and future results. The risks described in our Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. Except to the extent previously updated or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to the risk factors set forth on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

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) 2,207,222 shares issued to directors, officers, advisors, employees, and vendors as equity compensation for services rendered; (ii) 18,028,098 shares issued to debtholders in connection with debt-to-equity exchanges and conversions of outstanding convertible notes; (iii) 4,900,000 shares issued as consideration in an acquisition completed during the period;(iv) 3,658,333 shares issued pursuant to common stock subscription agreements. Of the foregoing, 13,744,131 shares were issued in transactions exempt from registration pursuant to 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. 35

Table of Contents 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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibit.

The following Exhibits are filed as part of this Quarterly Report on Form 10-Q:

No.	****	Description of Exhibit
3.1		Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock filed on May 5, 2025 (incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed by the registrant on May 15, 2025)
3.2		Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock filed on May 5, 2025 (incorporated by reference to Exhibit 3.2 to the Current report on Form 8-K filed by the registrant on May 15, 2025)
10.1*		Form of Q1 2025 Convertible Note
10.2*		Form of Q2 Convertible Note
10.3*		Form of Q3 Convertible Note
10.4*		Form of Note Exchange Agreement
10.5*		Form of Promissory Note Agreement
10.6*		Form of Amendment of Business Loan and Security Agreement
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a14(a) and 15d14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a14(a) and 15d14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*	Filed herewith
---	---

Table of Contents SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)	ConnectM Technology Solutions, Inc.

By (Signature and Title) Bhaskar Panigrahi, Chief Executive Officer and Chairman

Date: September 16, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Bhaskar Panigrahi	Chief Executive Officer; Chairman	September 16, 2025
Bhaskar Panigrahi	(Principal Executive Officer)

/s/ Mahesh Choudhury		September 16, 2025
Mahesh Choudhury	(Principal Financial Officer)

/s/ Bala Padmakumar	Vice Chairman	September 16, 2025
Bala Padmakumar

/s/ Kathy Cuocolo	Director	September 16, 2025
Kathy Cuocolo

/s/ Stephen Markscheid	Director	September 16, 2025
Stephen Markscheid

/s/ Gautam Barua	Director	September 16, 2025
Gautam Barua

Exhibit 10.1

Form of Q1 2025 Convertible Notes

THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

CONVERTIBLE PROMISSORY NOTE

**Total Principal Amount: $[150,000.00]**Dated as of January [31], 2025

FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, ConnectM Technology Solutions, Inc., a Delaware corporation (the “Maker”), **** promises to pay to [ ] or its registered assigns or successors in interest (the “Payee”), the Principal Amount (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.Principal. The initial principal balance of this Note of $[150,000.00], **** shall be funded on the date hereof by the Payee (the “Principal Amount”). **** Any unpaid Principal Amount and interest accrued thereon not converted pursuant to Section 7 hereof, shall be payable on the date that is 180 days from the date hereof (the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any balance under the Note may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2.Interest. Interest shall accrue on the unpaid principal balance of this Note at the rate of twenty percent (20%) per annum.

3.Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

4.Purpose. The Maker shall apply all the amounts advanced by the Payee under this Note towards the Maker’s working capital requirements.

5.Events of Default. Each of the following shall constitute an event of default (“Event of Default”):

(a)Failure to Perform Obligations. Failure by the Maker to perform its obligations with respect to the conversion of the Principal Amount of this Note into Conversion Shares (as defined below) pursuant to Section 7 hereof or to otherwise satisfy its obligations under this Note.

<br>241782816.1<br>244988-10001

(b)Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

(c)Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

6.Remedies.

(a)Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid Principal Amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b)Upon the occurrence of an Event of Default specified in Section 5(b) and Section 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

7.Voluntary Conversion.

(a)Conversion. At any time and from time to time, commencing on the date hereof, through the date that is 90 days from the date hereof, the outstanding Principal Amount and any interest accrued thereon under the Note shall be convertible, at the option of the Payee, into that number of fully paid and non-assessable shares (the “Conversion Shares”) of Common Stock, par value $0.0001 per share of the Company equal to the quotient (rounded down to the nearest whole share) obtained by dividing (x) the sum of the Principal Amount and any interest accrued thereon by (y) $1.10 (the “Conversion Price”). **** The Payee shall effect a conversion of this Note pursuant to this Section 7(a) by delivering to the Company a written notice in the form attached hereto as Annex A (the “Conversion Notice”).

(b)Conversion Procedure. Not later than three (3) business days after the Company’s receipt of the Conversion Notice (the “Share Delivery Date”) the Company shall deliver, or cause to be delivered, to the Payee a certificate or certificates representing the Conversion Shares, which, on or after the date on which the resale of such Conversion Shares are covered by and are being sold pursuant to an effective Registration Statement or such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect acceptable to the Company (which opinion the Company will be responsible for obtaining at its own cost) shall be free of restrictive legends and trading restrictions (other than those which may then be required by federal securities laws) representing the number of Conversion Shares being acquired or being sold, as the case may be, upon the conversion of this Note. All certificate or certificates required to be delivered by the Company under this Section 7(b) shall be delivered electronically through DTC or another established clearing corporation performing similar functions, unless the Company or its Transfer Agent does not have an account with DTC and/or is not participating in the DTC/FAST System, in which case the Company shall issue and deliver to the address as specified in such Notice of Conversion a certificate (or certificates), registered in the name of the Payee or its designee, for the number of Conversion Shares to which the Payee shall be entitled. If the Conversion Shares are not being sold pursuant to an effective Registration Statement or if the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information, the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:


<br>241782816.1<br>244988-10001	2

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

(c)Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of this Note such number of Conversion Shares as shall from time to time be sufficient to effect the conversion of the Note; and if at any time the number of authorized but unissued Common Stock shall not be sufficient to effect the conversion of the entire outstanding Principal Amount of this Note, without limitation of such other remedies as shall be available to the Payee, the Company will use its reasonable best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

(d)Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share that the Payee would otherwise be entitled to purchase upon such conversion, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

8.Covenants of the Maker. The Maker covenants that any Conversion Shares issuable upon conversion of the Note, when so issued, will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

9.Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

10.Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

11.Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


<br>241782816.1<br>244988-10001	3

12.Construction. THIS NOTE SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

13.Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

15.Successors and Assigns. Subject to the restrictions on transfer in Section 18 and Section 19 the rights and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

16.Transfer of this Note or Securities Issuable on Conversion. With respect to any sale or other disposition of this Note or Conversion Shares, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with a written opinion (unless waived by the Maker) reasonably satisfactory to the Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution may be effected without registration or qualification under any U.S. federal or state law then in effect. Upon receiving such written notice and reasonably satisfactory opinion and/or certificate (unless waived by the Maker), or other evidence, and such written acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or Conversion Securities, all in accordance with the terms of the note delivered to the Maker. If a determination has been made pursuant to this Section 17 that the opinion of counsel for the Payee or other evidence is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Any Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Maker shall not be affected by notice to the contrary.

17.Acknowledgment. The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable securities laws. The Payee understands that the acquisition of this Note involves substantial risk. The Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.

[Remainder of Page Intentionally Left Blank]


<br>241782816.1<br>244988-10001	4

IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

ConnectM Technology Solutions, Inc., a Delaware Corporation

By: Name: Bhaskar Panigrahi Title: Chief Executive Officer

Agreed and Acknowledged as of the date first written above:

By: Name:
Address:
Title:

<br>241782816.1<br>244988-10001

Annex A

[FORM OF NOTICE OF CONVERSION]

To:[Name and Address of Conversion Agent/the Company]

The undersigned holder of this Note hereby exercises the option to convert this Note, into shares of Common Stock in accordance with the terms of the Note, and directs that the shares of Common Stock issuable and deliverable upon such conversion be issued and delivered to the Payee unless a different name has been indicated below. If any shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes in connection with such issuance. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Note.

Dated: Signature

Signature Guarantee

[Signature(s) must be guaranteed by

an eligible guarantor institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares of Common Stock are to

be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.]

Fill in for registration of shares if to be issued,

and Notes if to be delivered, other than to and in the name

of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal amount, together with accrued but unpaid interest on, the Note to be

converted (if less than all):

$_______________

Number of Conversion Shares:

NOTICE: The above signature of the Payee hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number:

<br>241782816.1<br>244988-10001

Exhibit 10.2

Form of Q2 Convertible Note

THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

CONVERTIBLE PROMISSORY NOTE

**Total Principal Amount: $[156,000 ]**Dated as of May [26], 2025

FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, ConnectM Technology Solutions, Inc., a Delaware corporation (the “Maker”), promises to pay to [ ] or its registered assigns or successors in interest (the “Payee”), the Principal Amount (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.Principal. The initial principal balance of this Note of $[156,000], shall be funded on the date hereof by the Payee (the “Principal Amount”). Any unpaid Principal Amount and interest accrued thereon not converted pursuant to Section 7 hereof, shall be payable on the date that is 210 days from the date hereof (the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any balance under the Note may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2.Interest. Interest shall accrue on the unpaid principal balance of this Note at the rate of twenty percent (20%) per annum.

4.Purpose. The Maker shall apply the amounts advanced by the Payee under this Note towards the Maker’s working capital requirements.

5.Events of Default. Each of the following shall constitute an event of default (“Event of Default”):

<br>241783053.1<br>922222-13864

6.Remedies.

7.Voluntary Conversion.

(a)Conversion. At any time and from time to time, commencing on the date hereof, through the date that is 180 days from the date hereof, the outstanding Principal Amount and any interest accrued thereon under the Note shall be convertible, at the option of the Payee, into that number of fully paid and non-assessable shares (the “Conversion Shares”) of Common Stock, par value $0.0001 per share of the Company equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the sum of the Principal Amount and any interest accrued thereon by (y) 90% of the lowest daily volume weighted average price (the “VWAP”) of the Common Stock on the primary trading market of the Common Stock during the 3 trading day period immediately prior to the applicable measurement date (or certain other measurements if such price is not applicable) (the “Conversion Price”). The Payee shall effect a conversion of this Note pursuant to this Section 7(a) by delivering to the Company a written notice in the form attached hereto as Annex A (the “Conversion Notice”).

For example, assuming no accrued dividends, if the VWAP was $0.20 at the particular conversion date, the conversion price would be $0.18).

As to any fraction of a share of Common Stock which the Note holder would otherwise be entitled to acquire upon such conversion, the Company will either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board, or round up to the next whole share of Common Stock.

(b)Conversion Procedure. Not later than three (3) business days after the Company’s receipt of the Conversion Notice (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Payee a certificate or certificates representing the Conversion Shares, which, on or after the date on which the resale of such Conversion Shares are covered by and are being sold pursuant to an effective Registration Statement or such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect acceptable to the Company (which opinion the Company will be responsible for obtaining at its own cost) shall be free of restrictive legends and trading restrictions (other than those which may then be required by federal securities laws) representing the number of Conversion Shares

<br>241783053.1<br>922222-13864	2

being acquired or being sold, as the case may be, upon the conversion of this Note. All certificate or certificates required to be delivered by the Company under this Section 7(b) shall be delivered electronically through DTC or another established clearing corporation performing similar functions, unless the Company or its Transfer Agent does not have an account with DTC and/or is not participating in the DTC/FAST System, in which case the Company shall issue and deliver to the address as specified in such Notice of Conversion a certificate (or certificates), registered in the name of the Payee or its designee, for the number of Conversion Shares to which the Payee shall be entitled. If the Conversion Shares are not being sold pursuant to an effective Registration Statement or if the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information, the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:

<br>241783053.1<br>922222-13864	3

12.Construction. THIS NOTE SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

14.Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

[Remainder of Page Intentionally Left Blank]

<br>241783053.1<br>922222-13864	4

Annex A

[FORM OF NOTICE OF CONVERSION]

To:[Name and Address of Conversion Agent/the Company]

Dated: Signature

Signature Guarantee

[Signature(s) must be guaranteed by

an eligible guarantor institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares of Common Stock are to

be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.]

Fill in for registration of shares if to be issued,

and Notes if to be delivered, other than to and in the name

of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal amount, together with accrued but unpaid interest on, the Note to be

converted (if less than all):

$_______________

Number of Conversion Shares:

<br>241783053.1<br>922222-13864

IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first written above.

ConnectM Technology Solutions, Inc., a Delaware Corporation

By: Name: Bhaskar Panigrahi Title: Chief Executive Officer

Agreed and Acknowledged as of the date first written above:

By: Name: [ ] Address:
Title:

<br>241783053.1<br>922222-13864

Exhibit 10.3

Form of Q3 Convertible Note

THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

CONVERTIBLE PROMISSORY NOTE

Total Principal Amount: $[500,000 ]``‌Dated as of July [11], 2025

FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, ConnectM Technology Solutions, Inc., a Delaware corporation (the “Maker”), promises to pay to [ ] residing at [ ] or its registered assigns or successors in interest (the “Payee”), the Principal Amount (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.Principal. The initial principal balance of this Note of $[500,000], shall be funded on the date hereof by the Payee (the “Principal Amount”). Any unpaid Principal Amount and interest accrued thereon not converted pursuant to Section 7 hereof, shall be payable on the date that is 210 days from the date hereof (the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any balance under the Note may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2.Interest. Interest shall accrue on the unpaid principal balance of this Note at the rate of twenty percent (20%) per annum.

4.Purpose. The Maker shall apply the amounts advanced by the Payee under this Note towards the Maker’s working capital requirements.

5.Events of Default. Each of the following shall constitute an event of default (“Event of Default”):

<br>241782831.1<br>244988-10001

appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

6.Remedies.

(a)Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid Principal Amount of this Note, and all other amounts payable hereunder, ^nah become immcdialcty due and payable wnhoul presentment, demand, protest or other notice of any kind, all of which arc hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

7.Voluntary Conversion.

(a)Conversion. At any time and from time to time, commencing on the date hereof, through the date that is 210 days from the date hereof, the outstanding Principal Amount and any interest accrued thereon under the Note shall be convertible, at the option of the Payee, into that number of fully paid and non-assessablc shares (the “Conversion Shares”) of Common Stock, par value $0.0001 per share of the Company equal to lower of (1) $0.25 or (2) the quotient (rounded down to the nearest whole share) obtained by dividing (x) the sum of the Principal Amount and any interest accrued thereon by (y) 90% of the lowest daily volume weighted average price (the “VWAP”) of the Common Stock on the primary trading market of the Common Stock during the 3 trading day period immediately prior to the applicable measurement date (or certain other measurements if such price is not applicable) (the “Conversion Price”). The Payee shall effect a conversion of this Note pursuant to this Section 7(a) by delivering to the Company a written notice in the form attached hereto as Annex A (the “Conversion Notice”).

For example, assuming no accrued dividends, if the VWAP was $1.00 at the particular conversion date, the conversion price would be $0.25).

For example, assuming no accrued dividends, if the VWAP was $0.20 at the particular conversion date, the conversion price would be $0.18).

As to any fraction of a share of Common Stock which the Note holder would otherwise be entitled to acquire upon such conversion, the Company will cither pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board, or round up to the next whole share of Common Stock.

<br>241782831.1<br>244988-10001	2

than those which may then be required by federal securities laws) representing the number of Conversion Shares being acquired or being sold, as the ease may be, upon the conversion of this Note. All certificate or certificates required to be delivered by the Company under this Section 7(b) shall be delivered electronically through DTC or another established clearing corporation performing similar functions, unless the Company or its Transfer Agent does not have an account with DTC and/or is not participating in the DTC/FAST System, in which case the Company shall issue and deliver to the address as specified in such Notice of Conversion a certificate (or certificates) registered in the name of the Payee or >ts designee, for the number of Conversion Shares to which the Payee shall be entitled. If the Conversion Shares are not being sold pursuant to an effective Registration Statement or it the Conversion Date is prior to the date on which such Conversion Shares arc eligible to be sold under Rule 144 without the need for current public information, the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:

(c)Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of this Note such number of Conversion Shares as shall from time to time be sufficient to effect the conversion of the Note; and if at any time the number of authorized but unissued Common Stock shall not be sufficient to effect the conversion of the entire outstanding Principal Amount of this Note, without limitation of such other remedies as shall be available to the Payee, the Company will use its reasonable best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

<br>241782831.1<br>244988-10001	3

the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

11.Notices. All notices, statements or other documents which arc required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

12.Construction. THIS NOTE SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

13.Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforccability without invalidating the remaining provisions hereof, and any such prohibition or unenforccability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

16.Transfer of this Note or Securities Issuable on Conversion. With respect to any sale or other disposition of this Note or Conversion Shares, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with a written opinion (unless waived by the Maker) reasonably satisfactory to the Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution may be effected without registration or qualification under any U.S. federal or state law then in effect. Upon receiving such written notice and reasonably satisfactory opinion and/or certificate (unless waived by the Maker), or other evidence, and such written acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or Conversion Securities, all in accordance with the terms of the note delivered to the Maker. If a determination has been made pursuant to this Section 17 that the opinion of counsel for the Payee or other evidence is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Any Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Maker shall not be affected by notice to the contrary.

17.Acknowledgment The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable securities laws. The Payee understands that the acquisition of this Note involves substantial risk The Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and

<br>241782831.1<br>244988-10001	4

business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.

[Remainder of Page Intentionally Left Blank]

<br>241782831.1<br>244988-10001	5

IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first written above.

ConncctM Technology Solutions, Inc., a Delaware Corporation

By: Name: Bhaskar Panigrahi Title: Chief Executive Officer

Agreed and acknowledged as of the date first written above:

By:

Name:

Address:

Title:

<br>241782831.1<br>244988-10001	6

Exhibit 10.4

Form of Note Exchange Agreement

NOTICE OF CONVERSION

The undersigned hereby elects to convert $200,000 principal amount of the Note (defined below) together with $19,945.21 of accrued and unpaid interest thereto, $[0] in default principal and $[0] in fees, totaling $219,945.21 into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of ConnectM Technology Solutions, Inc., a Delaware corporation (the “Borrower”), according to the conditions of the Convertible Promissory Note of the Borrower issued on October 3, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. ConnectM Technology Solutions, Inc., and the Noteholder agree to the following:

Date of Conversion:	April 3, 2025
Lowest VWAP in the last 5 trading days:	$0.51(04/01/21)
Applicable Conversion Price:	$0.55
Number of shares of Common Stock to be Issued Pursuant to Conversion of the Note:	<br>363,636
Total number of shares of Common Stock to be Issued Pursuant to Conversion of the Note, including interest and fees:	403,487

By:

Name:

* All fields marked with [•] must be completed.

<br>241781425.1<br>922222-13864

Exhibit 10.5

FORM OF PROMISSORY NOTE

$250,000.00‌10th April 2023

This Promissory Note (this “Note”) is entered into as of the date first above written by ConnectM Technology Solutions, Inc., a Delaware corporation (the “Borrower”), in favor of [ ], a Delaware Limited Liability Company (“Lender”).

FOR VALUE RECEIVED, the Borrower promises to pay to the Lender, upon the terms and conditions contained herein, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Loan Amount”), with interest from the date hereof on the principal amount from time to time unpaid as set forth herein, such interest to be payable upon maturity, unless otherwise provided herein. This Note shall mature on December 31, 2023 (the “Maturity Date”). Subject to Section 5 hereof, the unpaid principal amount of this Note, together with any accrued but unpaid interest thereon, shall be due and payable in full upon the Maturity Date. All amounts payable under this Note are payable in lawful money of the United States without notice, demand, offset or deduction.

Section 1: **** Interest. From the date hereof until paid in full, this Note shall accrue interest at a simple annual rate of twenty one percent (21.0%). Interest shall be calculated on the basis of a 360-day year of twelve 30-day months, but shall accrue and be payable on the actual number of days elapsed.

Section 2: **** Payments. Borrower shall not be required to make payments of interest and/or principal under this Note prior to the Maturity Date, other than pursuant to Section 5. All outstanding principal, interest and any other amounts, fees or charges due under this Note (collectively, the “Obligations”) shall be immediately due and payable on the Maturity Date or on such earlier date as may be required under the terms of this Note. Any payments on this Note, whether such payment is a regular installment, represents a prepayment (if permitted hereunder) or is the result of acceleration of this Note by Lender, shall be made in coin and currency of the United States of America which is legal tender for the payment of public and private debts, in immediately available funds, to Lender at the address set forth above or at such other address as the Lender may from time to time designate in writing. Payments received by the Lender prior to the occurrence of an Event of Default (as defined below) will be applied first to fees, expenses and other amounts due hereunder or under the Investment Agreement (excluding principal and interest); second, to accrued interest under this Note; and third to the outstanding principal due under this Note; after the occurrence of an Event of Default, payments will be applied to the Obligations as the Lender determines in its sole discretion.

Section 3: **** Amendment. This Note may not be amended, modified, altered or supplemented and the observance of any term hereof or thereof may not be waived (either generally or in a particular instance) other than as agreed by the Lender and the Borrower in writing. No failure or delay on the part of the Lender in exercising any power, right or privilege under this Note or the Purchase Agreement shall operate as a waiver thereof, and no single or partial exercise of any such power, right or privilege shall preclude any further exercise thereof or the exercise of any other power, right or privilege.

Section 4: **** Prepayment. On or after the date which is three months after the date of this Note, this Note may be prepaid without additional cost or penalty. Prior to such date, this Note may prepaid by delivery of written notice to the Lender (the “Prepayment Notice”) specifying the amount to be prepaid (the “Prepayment Amount”) and the date on which such prepayment will be made (the “Prepayment Date”) and payment to the lender of a prepayment premium (the “Prepayment Premium”) calculated as set forth below. The Borrower acknowledges that the Prepayment Premium is a reasonable approximation of the net economic loss that would be sustained or incurred by the Lender as a result of the prepayment of all or any portion of the Loan Indebtedness. The Prepayment Premium, together with (i) all unpaid late charges, (ii) all accrued but unpaid interest, and (iii) any administrative costs incurred by Lender in connection with any prepayment, shall be due and payable on the Prepayment Date. The Prepayment Premium shall be an amount equal to 5.5% of

the original principal amount of this Note, less the amount of any interest accrued under this Note through the Prepayment Date.

<br>241783065.1<br>922222-13864

Section 5: **** Event of Default. For purposes of this Note, “Event of Default” shall mean the occurrence any one or more of the following: (i) the Borrower fails to pay any installment of principal, interest or other fees on this Note or on any other promissory note issued by Borrower to Lender, when due and Borrower fails to cure such failure within thirty (30) days of Borrower’s receipt of written notice from Lender of such failure, (ii) the Borrower breaches any material covenant or other term or condition of this Note in any material respect and such breach continues for a period of thirty (30) days after Borrower’s receipt of written notice from Lender of such breach, (iii) the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed or (iv) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower; provided, that, in the event that any involuntary petition is filed against Borrower, Borrower shall not have obtained or caused the dismissal thereof within ninety (90) days of such filing. Upon an Event of Default and after the expiration of any applicable cure period, unless such Event of Default shall have been waived by the Lender, all indebtedness under this Note shall mature and become immediately due and payable without any action on the part of the Lender, and the Borrower shall immediately pay to the Lender all such amounts. The Lender shall also have any other rights which the Lender may have been afforded under any contract or agreement at any time and any other rights which the Lender may have pursuant to applicable law.

Section 6: **** Notice. Any notice required or permitted under this Note shall be in writing and shall be deemed to have been given: (i) upon personal delivery to the party to be notified, (ii) when sent by e-mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, but in either case only if a confirmation copy of such notice or demand is concurrently sent or delivered in a manner provided for in subsection (i) or (iii) of this paragraph; (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the following address:

If to the Borrower:	c/o ConnectM Technology Solutions, Inc.<br>2 Mount Royal Avenue, Suite 550<br>Marlborough, Massachusetts 01752
If to the Lender:	[ ]
---	---

or at the most recent address, specified by written notice, given to the sender pursuant to this Section 7.

Section 7: **** Waiver. The Borrower and any endorsers or guarantors of this Note for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment of this Note.

Section 8: **** Failure or Indulgence Not Waiver. No failure or delay on the part of the Lender in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 9: **** Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts of law provisions of such state or any other state.

Section 10: **** Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby.

<br>241783065.1<br>922222-13864	2

Section 11: **** Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Lender and thus refunded to the Borrower.

[Remainder of Page Intentionally Left Blank]

<br>241783065.1<br>922222-13864	3

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name as of the date first above written.

ConnectM Technology Solutions, Inc.

By: Bhaskar Panigrahi, President

Attest:

By:

Name:

Title:

<br>241783065.1<br>922222-13864	4

Exhibit 10.6

Form of Settlement AGREEMENT

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF ERIE

-------------------------------------------------------	X:<br>:<br>:<br>:<br>:<br>:<br>:<br>:<br>:<br>:<br><br>:<br><br>X
[ ],<br><br>Plaintiff,<br><br>-against-<br><br>CONNECTM BABIONE LLC D/B/A/ BABIONES AIR CONDITIONING & HEATING and MAHESH P. CHOUDHURY,<br><br>Defendants.			Index No. 805960/2025<br><br><br><br>
-------------------------------------------------------

STIPULATION OF SETTLEMENT WITH LEAVE TO APPLY FOR DEFAULT JUDGMENT PURSUANT TO CPLR 3215(I)

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (“Settlement Agreement”) is entered into as of May 01, 2025 (the “Execution Date”), by and between [ ] (“PLAINTIFF”) and CONNECTM BABIONE LLC D/B/A BABIONES AIR CONDITIONING & HEATING and MAHESH P CHOUDHURY (“Defendants”) (collectively, the “Parties”).

WHEREAS, the Parties agree that there is a balance owed by DEFENDANTS to PLAINTIFF on the portion of unpaid receivables plus other certain fees, in the amount of $184,166.70. (“Indebtedness”), and

WHEREAS, The Defendants agree and acknowledge that the Agreement is a true purchase and sale of future receivables, not a loan, and is governed by New York Law; and

WHEREAS, the parties have agreed to the terms of settlement as set forth below, 241782915.1 244988-10001

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.The defendants consent to the jurisdiction of this court and consent to have accepted service of the Summons and Verified Complaint in this Action.

2.Payment of Outstanding Debt. The Parties agree that if the Defendants do not breach this Agreement the Plaintiffs will accept $140,000.00 as payment in full (the “Settlement Amount”). Defendants agree to pay the Outstanding Obligation in full as follows:

a.	$41,823.87 via conditional release from funds restrained at [ ];
b.	$8,181.35 monthly payment via wire commencing on May 9, 2025 and on the 9^th^ of each month thereafter until the settlement balance has been paid in full;
---	---

3.Plaintiffs obligations are conditioned on the fact that there are no other funds on hold by way of restraint, lien or any other method of taken by or on behalf of the Plaintiff, other than funds that are described explicitly in this agreement. If it becomes known that there are funds on hold that the Defendants did not disclose to Plaintiff, said failure to disclose will be deemed a breach of this Agreement and Plaintiff will have all remedies afforded it by this agreement.

4.Forbearance / Stay of Litigation in the Event of Full Compliance and Payment. Providing full compliance with the terms of this Agreement, the actions set forth in this Agreement shall stay any further legal action.

5.Effective Date. The Agreement shall become binding and be closed by the execution hereof by all parties.

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241782915.1 244988-10001

6.Waiver of Plaintiff’s Liability. Upon the Effective Date, the Defendants for itself and on behalf of all parents, divisions, subsidiaries, affiliates, related entities, representatives, successors, directors, officers, owners, agents, employees, insurance carriers, attorneys and assigns, hereby releases and forever discharges Plaintiff and its respective parents, divisions, subsidiaries, affiliates, related entities, representatives, successors, directors, officers, owners, agents, employees, insurance carriers, attorneys and assigns of and from any and all claims, counterclaims, demands, damages, debts, liabilities, accounts, actions, causes of action and suits, known or unknown, liquidated or contingent, arising from, which may arise in the future from, or which are related in any manner to the underlying Agreement, including any claims that were or could have been asserted, other than Plaintiff’s obligations under this Settlement Agreement. Defendants acknowledges that any and all legal claims it maintains must be brought by a breach of this settlement agreement.

7.Waiver of Defendant’s Liability. Upon the receipt of the settlement amount and provided the Defendants do not otherwise breach this Agreement, the Plaintiff waives all legal rights and claims as to the underlying Agreements that the debt arose from. Plaintiff acknowledges that any and all legal claims it maintains must be brought by a breach of this settlement agreement, and releases Defendants from any claims Plaintiff may have against Defendants from the beginning of time until this day.

8.Default and No Right To Cure. A default under this Stipulation will occur if payment is not received on the date it is due or if any payment is returned unpaid for any reason whatsoever. Defendants agree that they will have no further right to cure any missed payments and plaintiff can elect to enforce all provisions of this agreement including Section 9 without further notice.

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241782915.1 244988-10001

9.Judgment. In the event that the Plaintiff that declares a default under this Stipulation, Plaintiff may at its option, apply for entry of a default judgment without notice against the Defendants and Guarantor, pursuant to CPLR 3215(i) Such application for entry of default judgment will include an affidavit or affirmation specifying the default and the amount of the unpaid balance of the entire abovementioned obligation.

a.	In the event of a default hereunder, plaintiff may nevertheless elect to accept any late payment without giving up any future right to apply for entry of a default judgment of any future or past defaults.
b.	Any Default Judgment entered hereunder will be for the sum of the unpaid Indebtedness plus any accrued interest, costs disbursements and attorneys fees calculated at 25% of the unpaid Indebtedness at the time the Judgment is filed.
---	---

10.Remedies. In the event of a breach of this Agreement Plaintiff reserves the right to exercise any and all remedies in law or equity and those contained in the underlying Merchant Agreement, including but not limited to exercise its right as a secured creditor and all rights afforded them by the Uniform Commercial Code, including but not limited to, UCC9-406, 9-408, and 9-607.

11.Venue. The Defendants recognize that because payment is to be made in the state of New York, This Agreement shall be governed by and construed according to the laws of the State of New York, without giving effect to its choice of law principles. The parties agree that all actions and proceedings arising out of or relating directly or indirectly to this Agreement or any ancillary agreement or any other related obligations shall be litigated solely and exclusively in the Supreme Court within the State of New York, and that such courts are convenient forums.

-4-

241782915.1 244988-10001

Each party hereby submits to the personal jurisdiction of such courts for purposes of any such actions or proceedings. The Defendants agree that the emailing of the any summons and complaint or other service of process to the email address: _ ^NA^, without the necessity for service by any other means provided by statute or rule of court, without invalidating service performed in accordance with such provisions.

12.Execution and Delivery of Documents. The Parties agree that they respectively shall, upon request by another party to this Agreement, execute and deliver promptly any and all such documentation, or documents of any and every kind and character as may be reasonably required, necessary or proper for the purpose of giving full force and effect to this agreement and to the covenants, conditions, and agreements contained herein. Furthermore, the parties agree to cooperate and to do all things necessary to accomplish the intention of this agreement.

13.Incorporation by Reference, Recitals. All documents referred to in this Agreement are made a part hereof and incorporated herein by reference.

14.Copies**.** Any true executed copy of the Agreement shall be deemed to constitute an original of the same.

15.Construction and Interpretation. No provision in this Agreement shall be interpreted for or against another party because that party’s attorney drafted such provision.

16.Entire Agreement. This Agreement represents the full, complete and entire agreement between the parties. This Agreement may only be modified in writing, accepted, and approved in writing by all Parties.

17.Attorney Review. Defendants acknowledge they had ample time to consult with an attorney of its choosing with respect to the terms of this Agreement, and has been advised to do so.

-5-

241782915.1 244988-10001

Signature Page to Follow -6-

241782915.1 244988-10001

IN WITNESS WHEREOF, this Stipulation and Settlement Agreement has been agreed to and executed by the undersigned this 05 day of May, 2025.

MAHESH P CHOUDHURY

MAHESH P CHOUDHURY on behalf of CONNECTM BABIONE LLC D/B/A BABIONES AIR CONDITIONING & HEATING

. Attorneys for Plaintiffs

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241782915.1 244988-10001

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Bhaskar Panigrahi, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of ConnectM Technology Solutions, Inc. (the Registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

3
/s/ Bhaskar Panigrahi
Bhaskar Panigrahi
Chief Executive Officer
(Principal Executive Officer)

September 16, 2025

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Mahesh Choudhury, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of ConnectM Technology Solutions, Inc. (the Registrant);

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

3
/s/ Mahesh Choudhury
Mahesh Choudhury

(Principal Financial Officer)

September 16, 2025

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of ConnectM Technology Solutions, Inc. for the period ended June 30, 2025, I, Bhaskar Panigrahi, Chief Executive Officer of ConnectM Technology Solutions, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)Such Quarterly Report on Form 10-Q of ConnectM Technology Solutions, Inc. for the period ended June 30, 2025, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in such Quarterly Report on Form 10-Q of ConnectM Technology Solutions, Inc. for the period ended June 30, 2025, fairly presents, in all material respects, the financial condition and results of operations of ConnectM Technology Solutions, Inc.


/s/ Bhaskar Panigrahi
Bhaskar Panigrahi
Chief Executive Officer
(Principal Executive Officer)

September 16, 2025

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of ConnectM Technology Solutions, Inc. for the period ended June 30, 2025, I, Mahesh Choudhury, Chief Executive Officer of ConnectM Technology Solutions, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:


/s/ Mahesh Choudhury
Mahesh Choudhury

(Principal Financial Officer)

September 16, 2025