UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 7, 2024
Monterey
Capital Acquisition Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41389 |
|
87-2898342 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
419
Webster Street
Monterey,
California 93940
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (831) 649-7388
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Units,
each consisting of one share of Class A common stock and one redeemable Warrant |
|
MCACU |
|
The NASDAQ
Stock Market LLC |
| |
|
|
|
|
| Class
A common stock, par value $0.0001 per share |
|
MCAC |
|
The NASDAQ
Stock Market LLC |
| |
|
|
|
|
| Warrants,
each exercisable for one share of Class A common stock for $11.50 per share |
|
MCACW |
|
The NASDAQ
Stock Market LLC |
| |
|
|
|
|
| Rights,
each right receives one-tenth of one share of Class A common stock |
|
MCACR |
|
The NASDAQ
Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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. ¨
Item 1.01 Entry into a Material
Definitive Agreement
As
approved by its stockholders at the special meeting of stockholders held on May 7, 2024 (the “Special Meeting”),
Monterey Capital Acquisition Corporation (the “Company” or “MCAC”) entered into Amendment No. 2 to the
Investment Management Trust Agreement, dated as of May 10, 2022 (the “Trust Agreement”), with Continental
Stock Transfer & Trust Company on May 7, 2024 (the “Trust Amendment”).
The Trust Amendment allows the Company to extend the date by which the Company has to consummate a business combination (the
“Combination Period”) up to an additional six (6) times for one (1) month each time from May 13, 2024 to
November 13, 2024 (the “Extension”) by depositing into the trust account, for each one-month extension, the lesser
of (a) $325,715 and (b) $0.045 per share (the “Extension Payment”) for
each then-outstanding share of the Company’s Class A common stock, par value $0.0001 per share, issued in the
Company’s initial public offering (the “Public Shares”) after giving effect to the redemption of the Public Shares
for the redemption price. The foregoing description is qualified in its entirety by reference to the Trust Amendment, a copy of
which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
The
information disclosed in Item 5.07 of this Report under the heading “The Extension Amendment Proposal” is incorporated by
reference into this Item 5.03 to the extent required. On May 7, 2024,
to effectuate the Extension, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and
Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware. The
foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by the terms of the
Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders
On May 7,
2024, the Company convened the Special Meeting. As of the close of business on April 8,
2024, the record date for the Special Meeting, there was an aggregate of 9,676,125 shares of the Company’s common stock
outstanding (consisting of 7,376,125 Public Shares and 2,300,000 shares of the Company’s Class B common stock, par value
$0.0001 per share (“Class B Common Stock” and, together with the Public Shares, the “Common Stock”)),
each of which was entitled to one vote with respect to the proposals presented at the Special Meeting. A total of 7,805,044 shares
of Common Stock, representing approximately 80.66% of the outstanding shares of Common Stock entitled to vote at the Special
Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the
Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 12, 2024. A
summary of the proposals presented to and considered by the stockholders of the Company and the voting results at the Special
Meeting is set forth below:
The
Extension Amendment Proposal – To amend the Company’s Charter to provide the Company’s board of directors
with the right to extend (the “Extension”) the Combination Period up to an additional six (6) times for one (1) month
each time, from May 13, 2024 to November 13, 2024 (as extended, the “Extended Date”) (i.e., for a period of time
ending 30 months after the consummation of its initial public offering (the “IPO”)) (the “Extension Amendment Proposal”).
| For | | |
Against | | |
Abstain | |
| | 7,413,075 | | |
| 391,969 | | |
| 0 | |
The
Trust Amendment Proposal – To approve the adoption of the Trust Amendment to the Trust Agreement, to allow the Company
to extend the Combination Period up to an additional six (6) times for one (1) month each time from May 13, 2024 to November 13,
2024, the Extended Date, by depositing into the Company’s trust account, for each one-month extension, the Extension Payment for
each then-outstanding share of the Company’s Public Shares after giving effect to the redemption of the Public Shares for the redemption
price (the “Trust Amendment Proposal”).
| For | | |
Against | | |
Abstain | |
| | 7,805,044 | | |
| 0 | | |
| 0 | |
The
Adjournment Proposal – The proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or
if we determine that additional time is necessary to effectuate the Extension, was not presented at the Special Meeting, as the Extension
Amendment Proposal received a sufficient number of votes for approval.
Stockholders holding 228,678
Public Shares, representing approximately 3.10% of the Public Shares outstanding, exercised their right to redeem such shares for a
pro rata portion of the funds in the Company’s trust account.
Forward-Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect
to the proposed transaction (the “Merger”) between MCAC and ConnectM Technology
Solutions, Inc., a Delaware corporation (“ConnectM”). All statements other than statements of historical facts
contained in this report are forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties
and assumptions, including, but not limited to, the following risks relating to the proposed transaction: the risk that the transaction
may not be completed in a timely manner or at all, which may adversely affect the price of MCAC securities; the failure to satisfy the
conditions to closing the transaction, including the requisite approvals by the stockholders of MCAC and the receipt of certain governmental
and regulatory approvals; the risk that some or all of MCAC’s stockholders may redeem their shares in connection with the vote to
amend MCAC’s certificate of incorporation and trust agreement or the closing of the transaction; the effect of the announcement
or pendency of the transaction on the ConnectM’s business relationships and business generally; the outcome of any legal proceedings
that may be instituted related to the transaction; the ability to realize the anticipated benefits of the transaction; and ConnectM may
use its capital resources sooner than it expects. Moreover, ConnectM operates in a very competitive and rapidly changing environment.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified
and some of which are beyond MCAC’s and ConnectM’s control, you should not rely on these forward-looking statements as predictions
of future events. The foregoing list of factors is not exclusive, and you should carefully consider the foregoing factors and the other
risks and uncertainties described in the registration statement on Form S-4 discussed below and other documents filed by MCAC’s
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law. MCAC
and ConnectM assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither MCAC nor ConnectM gives any assurance that either MCAC or ConnectM or the combined company will achieve
its expectations.
Important Information
About the Proposed Business Combination and Where to Find It
In connection with the
proposed business combination between MCAC and ConnectM (the "Business Combination"), MCAC has filed a registration statement
on Form S-4 (the "Registration Statement") with the SEC, which includes a preliminary proxy statement/prospectus, and certain
other related documents, which will be both the proxy statement to be distributed to holders of shares of MCAC's common stock in connection
with MCAC's solicitation of proxies for the vote by MCAC's stockholders with respect to the Business Combination and other matters as
may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of MCAC to
be issued in the Business Combination. MCAC's stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus
included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, when available, as well
as other documents filed with the SEC in connection with the Business Combination, as these materials will contain important information
about the parties to the Business Combination agreement and the Business Combination. After the Registration Statement is declared effective,
the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to stockholders of
MCAC as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration
Statement. Stockholders are currently able to obtain copies of the preliminary proxy statement/prospectus and other documents filed with
the SEC that are incorporated by reference therein, and will be able to obtain the definitive proxy statement/prospectus and other documents
filed with the SEC that will be incorporated by reference therein, once available, in all cases without charge, at the SEC's web site
at www.sec.gov, or by directing a request to: Monterey Capital Acquisition Corporation, 419 Webster Street, Monterey, California 93940,
Attention: Bala Padmakumar.
Participants in the
Solicitation
MCAC and ConnectM and
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from MCAC's stockholders
in connection with the transaction. Security holders may obtain more detailed information regarding the names, affiliations, and interests
of certain of MCAC's executive officers and directors in the solicitation by reading the Registration Statement, definitive proxy statement/prospectus
and other relevant materials filed with the SEC in connection with the Merger that already have been filed or when they become available.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders
in connection with the proposed Merger are set forth in the Registration Statement that has been filed with the SEC. You may obtain free
copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication does
not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall
there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such other jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 7, 2024 |
Monterey Capital Acquisition Corporation |
| |
|
| |
/s/ Bala Padmakumar |
| |
Name: |
Bala Padmakumar |
| |
Title: |
Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MONTEREY CAPITAL ACQUISITION CORPORATION
Monterey Capital Acquisition Corporation, a corporation
organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),
does hereby certify:
1. The name of the corporation is Monterey
Capital Acquisition Corporation. The corporation was originally incorporated pursuant to the DGCL on September 23, 2021, under the
name of Monterey Capital Acquisition Corporation.
2. The date of filing of the corporation’s
original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 23, 2021, the date of filing
the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was May 10,
2022 and the date of filing of the corporation’s Amendment to the Amended and Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware was November 6, 2023.
3. The Board of Directors of the corporation
has duly adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the corporation (as amended and
restated prior to the date hereof), declaring said amendment to be advisable and in the best interests of the corporation and its stockholders
and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor, which resolutions setting
forth the proposed amendment are substantially as follows:
RESOLVED,
that Section 9.2(d) of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and
restated to read in its entirety as follows:
“In the event that the Corporation has not
completed an initial Business Combination by May 13, 2024, the Board may extend the period of time to consummate an initial Business
Combination by six additional one month periods, up to November 13, 2024 (the latest such date being referred to as the “Termination
Date”); provided that, in each case, the Corporation (or its affiliates or designees), after providing five business days
advance notice prior to the date that the period of time would otherwise expire, has deposited into the Trust Account the lesser of (a)
$325,715 and (b) $0.045 (the “Extension Payment”) for each then-outstanding share of the Corporation’s Class A
Common Stock. The gross proceeds from such Extension Payments will be added to the proceeds from the Offering held in the Trust Account
and shall be used to fund the redemption of the Offering Shares in accordance with this clause (d). In the event that the Corporation
has not consummated an initial Business Combination by or before the Termination Date, the Corporation shall (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to
lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to
the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released
to the Corporation to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of
then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) to the Corporation’s obligations under the DGCL to provide for claims of creditors
and other requirements of applicable law.”
4. That thereafter, said amendment was duly
adopted in accordance with the provisions of Section 242 of the DGCL by written consent of stockholders holding the requisite number
of shares required by statute given in accordance with and pursuant to Section 228 of the DGCL.
IN
WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this 7th
day of May, 2024.
| |
/s/
Bala Padmakumar |
| |
Bala Padmakumar |
| |
Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 2 (this “Amendment”),
dated as of May 7, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Monterey Capital
Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into
an Investment Management Trust Agreement dated as of May 10, 2022, as amended (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement
sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;
WHEREAS, at a Special Meeting of stockholders
of the Company held on November 6, 2023, the Company stockholders approved a proposal to amend the Company’s Amended and Restated
Certificate of Incorporation to provide the Company’s Board of Directors with the right to extend the date by which the Company
has to consummate a business combination up to an additional six (6) times for one (1) month each time, from November 13,
2023 to May 13, 2024;
WHEREAS, at a Special Meeting of stockholders
of the Company held on May 7, 2024, the Company stockholders approved a proposal to amend (the “Second Extension Amendment”)
the Company’s Amended and Restated Certificate of Incorporation to provide the Company’s Board of Directors with the right
to extend the date by which the Company has to consummate a business combination up to an additional six (6) times for one (1) month
each time, from May 13, 2024 to November 13, 2024; and
WHEREAS, on the date hereof, the Company is filing
the Second Extension Amendment with the Secretary of State of the State of Delaware.
NOW THEREFORE, IT IS AGREED:
The Trust Agreement is hereby amended as follows:
1. Preamble.
The text below is hereby added as the fifth WHEREAS clause in the preamble of the Trust Agreement:
“WHEREAS, if a Business Combination
(as defined below) is not consummated by May 13, 2024, 24 months following the closing of the Offering, the board of directors of
the Company (the “Board”) may extend such period by six (6) one-month periods, up to a maximum of 30 months in the aggregate
following the closing of the Offering, by depositing the lesser of (a) $325,715 and (b) $0.045 per share issued at the Offering
that have not been redeemed into the Trust Account no later than May 13, 2024 (the 24-month anniversary of the Offering, and each
succeeding one-month anniversary through and up to November 13, 2024 (each, an “Applicable Deadline”); and”
2. Section 1(i).
Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:
| “(i) | Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the board of directors of the Company or other
authorized officer of the Company and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only
as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by the 24-month anniversary of the closing of the Offering or, in the event that the Company
extended the time to complete the Business Combination for up to 30-months from the closing of the Offering but has not completed the
Business Combination within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public
Stockholders as of the Last Date.” |
3. All
other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
4. This
Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and
the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature
shall be deemed to be an original signature for purposes of this Amendment.
5. This
Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(d) of
the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified,
intentionally waived and relinquished by all parties hereto.
6. This
Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed
this Amendment to the Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE |
|
| |
|
| By: |
/s/ Francis Wolf |
|
| |
Name: |
Francis Wolf |
|
| |
Title: |
Vice President |
|
| |
|
| MONTEREY CAPITAL ACQUISITION CORPORATION |
|
| |
|
| By: |
/s/ Bala Padmakumar |
|
| |
Name: |
Bala Padmakumar |
|
| |
Title: |
Chief Executive Officer |
|
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