UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
ConnectM Technology Solutions, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of Securities)
207944 109
(CUSIP Number)
2 Mt. Royal Ave., Suite 550
Marlborough, MA 01752
(617) 395-1333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 12, 2024
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this
form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
| 1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bhaskar Panigrahi |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨ (b) ¨
|
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE VOTING POWER
3,968,145 (1) |
| 8. |
SHARED VOTING POWER
-- |
| 9. |
SOLE DISPOSITIVE POWER
3,968,145 (1) |
| 10. |
SHARED
DISPOSITIVE POWER
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,968,145 (1) |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8% (2) |
| 14. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| |
|
|
|
| (1) | Reflects (i) 254,647 shares of common stock, par value $0.0001 per share (the “Common Stock”),
of the Issuer directly held by Mr. Panigrahi; (ii) 3,585,660 shares of Common Stock directly held by Avanti Holdings LLC and
(iii) 127,838 shares of Common Stock directly held by Southwood Partners LP. As the controlling equityholder of each of Avanti Holdings
LLC and Southwood Partners LP, Mr. Panigrahi has sole voting and sole dispositive power over the shares of Common Stock held by each
such entity. |
| (2) | Based on 21,124,056 shares of Common Stock outstanding as of July 12, 2024 as reported in the Issuer's Current Report on Form 8-K
filed on July 18, 2024. |
| 1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avanti Holdings LLC |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨ (b) ¨
|
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE VOTING POWER
3,585,660 |
| 8. |
SHARED VOTING POWER
|
| 9. |
SOLE DISPOSITIVE POWER
3,585,660 |
| 10. |
SHARED DISPOSITIVE POWER
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,585,660 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0% (1) |
| 14. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| |
|
|
|
| (1) | Based on 21,124,056 shares of Common outstanding as of July 12, 2024 as reported in the Issuer's
Current Report on Form 8-K filed on July 18, 2024. |
| 1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Southwood Partners LP |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨ (b) ¨
|
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE VOTING POWER
127,838 |
| 8. |
SHARED VOTING POWER
|
| 9. |
SOLE DISPOSITIVE POWER
127,838 |
| 10. |
SHARED DISPOSITIVE POWER
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,838 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (1) |
| 14. |
TYPE OF REPORTING PERSON (see instructions)
PN |
| |
|
|
|
| (1) | Based on 21,124,056 shares of Common outstanding as of July 12, 2024 as reported in the Issuer's Current Report on Form 8-K
filed on July 18, 2024. |
Item 1. Security and Issuer.
This statement on Schedule
13D (this “Statement”) is filed with respect to the Common Stock of ConnectM Technology Solutions, Inc.
(f/k/a Monterey Capital Acquisition Corporation), a Delaware corporation (the “Issuer”). The Common Stock is
listed on the Nasdaq Stock Market under the symbol “CNTM”. The address of the principal executive offices of the Issuer is 2
Mount Royal Avenue, Suite 550, Marlborough, MA, 01752.
Information given in response to each item
shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background.
(a) This Statement
is filed jointly by (i) Bhaskar Panigrahi, (ii) Avanti Holdings LLC and (iii) Southwood Partners LP (together, the “Reporting
Persons”).
(b) Each of the Reporting Persons is
located at 2 Mount Royal Avenue., Suite 550, Marlborough, MA, 01752.
(c) Mr. Panigrahi is the Chairman
of the Board and the Chief Executive Officer of the Issuer.
(d) During the past
five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past
five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Panigrahi is a citizen of
the United States.
Item 3. Source or Amount of Funds
or Other Consideration.
Item 4 below summarizes
certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting Persons, as applicable.
Pursuant to the Merger Agreement, upon consummation of the Business Combination (as defined below), all shares of common stock, par value
0.0001 per share, and preferred stock, par value $0.0001 per share, of ConnectM Operations, Inc. (f/k/a ConnectM Technology Solutions, Inc.,
and referred to herein as “Legacy ConnectM”) were exchanged for shares of Common Stock of the Issuer.
Item 4. Purpose of Transaction.
Business Combination
On July 12, 2024
(the “Closing Date”), the previously announced business combination was consummated pursuant to that certain
Agreement and Plan of Merger, dated as of December 31, 2022 (as amended from time to time, the “Merger Agreement”),
by and among the Issuer, Chronos Merger Sub, Inc., a wholly owned subsidiary of the Issuer prior to the consummation of the Business
Combination (“Merger Sub”), and Legacy ConnectM. On the Closing Date, Merger Sub merged with and into Legacy
ConnectM, with Legacy ConnectM surviving the merger as a wholly owned subsidiary of the Issuer (the ‘Business Combination”).
In addition, in connection with the consummation of the Business Combination, the Issuer was renamed “ConnectM Technology Solutions, Inc.”
and Legacy ConnectM was renamed “ConnectM Operations, Inc.”
Pursuant
to the terms of the Merger Agreement, among other matters, at the effective time of the Business Combination (the “Effective
Time”), (i) each share of Legacy ConnectM common stock issued and outstanding immediately prior to the Effective
Time was cancelled and converted into the right to receive shares of the Issuer’s Common Stock at an exchange ratio of 3.3213477:1
(the “Exchange Ratio”), rounded down to the nearest whole share, and (ii) each share of Legacy ConnectM
preferred stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive such
number of shares of the Issuer’s common stock equal to (A) the aggregate number of shares of Legacy ConnectM common stock that
would be issued upon conversion of the shares of Legacy ConnectM preferred stock based on the applicable conversion ratio immediately
prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share.
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as
an exhibit to this Statement and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) See responses to Items 11 and 13
on the cover page.
(b) See responses to Items 7, 8, 9 and
10 on the cover page.
(c) Except as set
forth in this Schedule 13D, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with respect to
the Common Stock of the Issuer during the sixty days prior to the date of filing this Schedule 13D.
(d) Except as described
in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of the Common Stock of the Issuer beneficially owned by the Reporting Persons as reported
in this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Amended and Restated Registration Rights
Agreement
In connection with the
consummation of the Business Combination, each of the Reporting Persons entered into an amended and restated registration rights agreement,
dated as of July 12, 2024, with the Issuer and other parties thereto (the “RRA”). Pursuant to the RRA,
the Issuer agreed, among other things, to register for resale all of the shares of Common Stock and other equity securities of the Issuer
that are held by the Reporting Persons and other stockholders named therein. In addition, subject to certain requirements and customary
conditions, including with regard to the number of demand rights that may be exercised, the stockholders named therein, including the
Reporting Persons, may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten
offering so long as the aggregate offering proceeds are reasonably expected to exceed $5,000,000. The RRA also provides the stockholders
named therein, including the Reporting Persons, with “piggy-back” registration rights, subject to certain requirements and
customary conditions.
The foregoing description
of the RRA does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is
attached as an exhibit to this Statement and is incorporated herein by reference.
Lock-Up Agreements
In connection with execution
of the Merger Agreement, each of Mr. Panigrahi and Avanti Holdings LLC entered into a lock-up agreement with the Issuer (the “Lock-Up
Agreements”), which became effective as of the Effective Time, pursuant to which each of Mr. Panigrahi and Avanti Holdings
LLC agreed not to transfer any of their shares of Common Stock during the period beginning on the Closing Date and ending on the earlier
of (A) 180 days after the Closing Date and (B)(x) the date on which the price of MCAC Common Stock equals or exceeds $16.50
for any 20 trading days within any 30 trading day period following the 150th day after the Closing Date, or (y) a Change of Control
(as defined in the Lock-up Agreements).
The foregoing description
of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of
Lock-Up Agreement, which is attached as an exhibit to this Statement and is incorporated herein by reference.
Item 7. Material to Be Filed
as Exhibits.
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: July 18, 2024 |
|
|
| |
|
|
| |
By: |
/s/ Bhaskar Panigrahi |
| |
Name: |
Bhaskar Panigrahi |
| |
|
|
| |
Avanti Holdings, LLC |
| |
|
|
| |
By: |
/s/ Bhaskar Panigrahi |
| |
Name: |
Bhaskar Panigrahi |
| |
Title: |
Managing Member |
| |
|
|
| |
Southwood Partners LP |
| |
|
|
| |
By: |
/s/ Bhaskar Panigrahi |
| |
Name: |
Bhaskar Panigrahi |
| |
Title: |
General Partner |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined
in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect
to the shares of common stock, par value $0.0001, of ConnectM Technology Solutions, Inc., a Delaware corporation (the “Issuer”),
unless and until a Reporting Person shall give written notice to the other Reporting Persons that it wishes to make separate Schedule
13D filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning
the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that
this Agreement shall be included as an Exhibit to such joint filing.
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Joint Filing
Agreement to be duly executed effective as of July 18, 2024.
Dated: July 18, 2024
| |
/s/ Bhaskar Panigrahi |
| |
Bhaskar Panigrahi |
| |
|
| |
Avanti Holdings LLC |
| |
|
| |
/s/ Bhaskar Panigrahi |
| |
Name: |
Bhaskar Panigrahi |
| |
Title: |
Managing Member |
| |
|
| |
Southwood Partners LP |
| |
|
| |
/s/ Bhaskar Panigrahi |
| |
Name: |
Bhaskar Panigrahi |
| |
Title: |
General Partner |
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