Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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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 March 31, 2024

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

For the transition period from to

Monterey Capital Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-41389

87-2898342

(State or other jurisdiction of

incorporation or organization)

(Commission File

Number)

(I.R.S. Employer

Identification Number)

419 Webster Street

Monterey, California 93940

93940

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (831) 649-7388

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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

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 Data File required to be submitted 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, smaller reporting company, or an emerging growth company. See the 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 ☐

As of May 14, 2024, 7,147,247 Class A common stock, par value $0.0001 per share, and 2,300,000 Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

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MONTEREY CAPITAL ACQUISITION CORPORATION QUARTERLY REPORT ON FORM 10-Q

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		Page
PART I. FINANCIAL INFORMATION		3
Item 1.	Unaudited Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II. OTHER INFORMATION		38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits.	39
SIGNATURES		40

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PART I. FINANCIAL INFORMATION

MONTEREY CAPITAL ACQUISITION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2024		December 31, 2023
	(unaudited)
Assets
Current assets:
Cash	$	3,696	$	5,947
Prepaid expenses		1,667		4,167
Income taxes receivable		—		62,192
Total current assets		5,363		72,306
Marketable securities held in Trust Account		80,714,142		78,702,824
Total assets	$	80,719,505	$	78,775,130

Liabilities and Stockholders’ Deficit
Current liabilities:
Accrued offering costs	$	55,201	$	55,201
Accrued expenses		3,561,897		3,115,876
Convertible notes – related party		1,119,457		739,457
Convertible notes		445,000		445,000
Due to Sponsor - related party		98,460		68,460
Deferred credit – term extension fee funded by acquisition target company		3,468,578		2,491,431
Income taxes payable		162,491		—
Total current liabilities		8,911,084		6,915,425
Deferred underwriting fees payable		3,680,000		3,680,000
Forward Purchase Agreement liability		27,950,000		18,370,000
Total liabilities		40,541,084		28,965,425

Commitments and Contingencies (Note 8)
Common Stock Subject to Possible Redemption
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 7,238,125 shares subject to possible redemption issued and outstanding as of March 31, 2024 and December 31, 2023		80,469,992		78,733,357

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 138,000 shares not subject to possible redemption (excluding Class A common stock subject to possible redemption) as of March 31, 2024 and December 31, 2023		14		14
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,300,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023		230		230
Accumulated deficit		(40,291,815)		(28,923,896)

Total stockholders’ deficit		(40,291,571)		(28,923,652)

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	80,719,505	$	78,775,130

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

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MONTEREY CAPITAL ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the three months ended March 31,
	2024		2023
General and administrative expenses	$	860,772	$	809,927
Loss from operations		(860,772)		(809,927)
Other income (expense):
Dividend and interest income		1,034,171		998,900
Loss on change in fair value of Forward Purchase Agreement liability		(9,580,000)		(560,000)
Loss before income taxes		(9,406,601)		(371,027)
Income tax provision		(224,683)		(214,510)
Net Loss	$	(9,631,284)	$	(585,537)

Weighted average shares outstanding of Class A common stock subject to possible redemption		7,238,125		9,200,000

Basic and diluted net loss per share, Class A common stock subject to possible redemption (see Note 2)	$	(1.00)	$	(0.05)

Weighted average shares outstanding of Class A common stock not subject to redemption		138,000		138,000

Basic and diluted net loss per share, Class A common stock (see Note 2) not subject to redemption	$	(1.00)	$	(0.05)

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

Basic and diluted net loss per share, Class B common stock (see Note 2)	$	(1.00)	$	(0.05)

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

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MONTEREY CAPITAL ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO
POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)


	Common Stock Subject to
	Possible Redemption			Common Stock						Additional				Total
	Class A			Class A			Class B			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2024	7,238,125	$	78,733,357	138,000	$	14	2,300,000	$	230	$	—	$	(28,923,896)	$	(28,923,652)
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned	—		759,488	—		—	—		—		—		(759,488)		(759,488)
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments	—		977,147	—		—	—		—		—		(977,147)		(977,147)
Net loss	—		—	—		—	—		—		—		(9,631,284)		(9,631,284)
Balance – March 31, 2024	7,238,125	$	80,469,992	138,000	$	14	2,300,000	$	230	$	—	$	(40,291,815)	$	(40,291,571)


	Common Stock Subject to
	Possible Redemption			Common Stock						Additional				Total
	Class A			Class A			Class B			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2023	9,200,000	$	93,768,637	138,000	$	14	2,300,000	$	230	$	—	$	(8,054,804)	$	(8,054,560)
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned	—		731,188	—		—	—		—		—		(731,188)		(731,188)
Net loss	—		—	—		—	—		—		—		(585,537)		(585,537)
Balance – March 31, 2023	9,200,000	$	94,499,825	138,000	$	14	2,300,000	$	230	$	—	$	(9,371,528)	$	(9,371,284)

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

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MONTEREY CAPITAL ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2024		2023
Cash Flows from Operating Activities:
Net loss	$	(9,631,284)	$	(585,537)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend and interest income		(1,034,171)		(998,900)
Loss on change in fair value of Forward Purchase Agreement liability		9,580,000		560,000
Changes in current assets and liabilities:
Prepaid expenses		2,500		5,629
Accrued expenses		446,021		452,212
Due to Sponsor – related party		30,000		10,000
Income taxes payable		224,683		214,510
Net cash used in operating activities		(382,251)		(342,086)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(977,147)		—
Redemption of investments in Trust Account for franchise and income taxes		—		200,000
Net cash provided by (used in) investing activities		(977,147)		200,000

Cash Flows from Financing Activities:
Term extension fees paid by target company		977,147		—
Payment of offering costs on Public Units		—		(100,000)
Proceeds from convertible notes – related party		380,000		243,000
Net cash provided by financing activities		1,357,147		143,000

Net change in cash		(2,251)		914
Cash – beginning of period		5,947		5,938
Cash - end of period	$	3,696	$	6,852

Supplemental Disclosure of noncash information:
Accretion to redemption value of Class A Common stock subject to possible redemption	$	1,736,635	$	731,188

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

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MONTEREY CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

Nature of Operations

Monterey Capital Acquisition Corporation (“MCAC” or the “Company”) is a blank check company incorporated as a Delaware company on September 23, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”).

On December 31, 2022, MCAC, entered into an Agreement and Plan of Merger (the “Merger Agreement”), as amended, by and among MCAC, ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), and Chronos Merger Sub, Inc., a Delaware corporation incorporated on December 28, 2022 and a wholly owned subsidiary of MCAC (“Merger Sub”). Pursuant to the terms and conditions of the Merger Agreement, a business combination between MCAC and ConnectM will be effected through the merger of Merger Sub with and into ConnectM, with ConnectM surviving the merger as a wholly owned subsidiary of MCAC (the “Merger”).

On October 12, 2023, MCAC, Merger Sub and ConnectM entered into a First Amendment to the Merger Agreement (the “Amendment”). The Amendment extends the date after which either party may terminate the Merger Agreement for convenience (with limited exceptions) from November 13, 2023 to May 13, 2024. The Amendment also provides that, subject to MCAC obtaining the requisite stockholder approval to amend its Amended and Restated Certificate of Incorporation (the “Amended Charter”) and the Investment Management Trust Agreement by and between MCAC and Continental Stock Transfer & Trust Company, dated May 10, 2022 (the “IMTA Amendment”), which such approval was received on November 6, 2023 at MCAC’s special meeting of stockholders, MCAC will extend the date by which MCAC has to consummate a business combination by up to six months and ConnectM will pay to MCAC in the Trust Account the funds necessary to effect such extension (not to exceed $414,000 for each monthly extension or $2,484,000 in the aggregate for all six monthly extensions).

On November 6, 2023, the stockholders of MCAC held a special meeting of stockholders where the MCAC stockholders approved the Amended Charter and IMTA Amendment. The Amended Charter provides the board of directors of MCAC with the right to extend the date by which MCAC has to consummate its Business Combination up to an additional six (6) times for one (1) month each time from November 13, 2023 to May 13, 2024 (the “Initial Additional Extension Period”), by depositing into the Trust Account, for each one-month extension, the lesser of (a) $414,000 and (b) $0.045 for each then-outstanding share of Common Stock (the “Initial Additional Extension Options”).

In connection with the special meeting of stockholders on November 6, 2023, stockholders holding 1,961,875 shares of Class A Common Stock issued in the Initial Public Offering (as defined below) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $20,961,169 (approximately $10.68 per share after removal of interest to pay taxes) was removed from the Trust Account to pay the redeeming stockholders.

On April 12, 2024, the Company entered into a second amendment to the Merger Agreement (the “Second Amendment”). The Second Amendment extends the outside date after which either party may terminate the Merger Agreement for convenience (with limited exceptions) from May 13, 2024 to November 13, 2024. The Second Amendment also provides that, subject to the Company obtaining the requisite stockholder approval to amend its Amended and Restated Certificate of Incorporation (the “Second Amended Charter”) and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated May 10, 2022, as amended on November 6, 2023 (the “Second IMTA Amendment”), the Company will extend the date by which the Company has to consummate a business combination by up to six months and ConnectM will pay to the Company or its Trust Account the funds necessary to effect such extension (not to exceed $325,715 for each monthly extension or $1,954,290 in the aggregate for all six monthly extensions).

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On May 7, 2024, the stockholders of MCAC held a special meeting of stockholders where the MCAC stockholders approved the Second Amended Charter and the Second IMTA Amendment. The Second Amended Charter provides the board of directors of MCAC with the right to extend the date by which MCAC has to consummate its Business Combination up to an additional six (6) times for one (1) month each time from May 13, 2024 to November 13, 2024 (the “Additional Extension Period Two”), by depositing into the Trust Account, for each one-month extension, the lesser of (a) $325,715 and (b) $0.045 for each then-outstanding share of Common Stock (the “Additional Extension Options Two”).

In connection with the special meeting of stockholders on May 7, 2024, stockholders holding 228,878 shares of Class A Common Stock issued in the Initial Public Offering (as defined below) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $2,567,092 (approximately $11.22 per share after removal of interest to pay taxes) was removed from the Trust Account to pay the redeeming stockholders.

As of March 31, 2024, the Company had not commenced any operations. All activity for the period from September 23, 2021 (inception) through March 31, 2024 relates to the Company’s formation and the Initial Public Offering, activities necessary to identify a potential target and prepare for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest or if at all. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below).

The Company selected December 31 as its fiscal year end. The Company’s sponsor is Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s initial public offering (the “IPO” or “Initial Public Offering”) was declared effective on May 10, 2022. On May 13, 2022 (the “IPO date”), the Company consummated its IPO of 9,200,000 units (“Units or “Public Units”), including 1,200,000 Units resulting from the full exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (“Common Stock”), one redeemable warrant exercisable into one share of Common Stock at an exercise price of $11.50 per share (“Public Warrant”) and one right to receive one-tenth (1/10) of one share of Common Stock upon consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $92,000,000.

Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 3,040,000 warrants (“Private Warrants”) to the Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $3,040,000, which is described in Note 4.

Transaction costs amounted to $8,698,910, consisting of $920,000 of underwriting fees, $3,680,000 of deferred underwriting fees that will be paid only if a business combination is entered into, $622,882 representing the fair value of the Representative Shares (defined below), $2,508,632 representing the fair value of the Transferred Founder Shares (defined below), and $967,396 of other offering costs. At the IPO date, cash of $923,563 was held outside of the Trust Account (as defined below) and was available for the payment of the Note (see Note 5), payment of accrued offering costs and for working capital purposes.

At the IPO date, the Sponsor sold to the group of ten qualified institutional buyers and institutional accredited investors, which are not affiliated with the Company (the “Anchor Investors”), a total of 600,000 of Founder Shares (“Transferred Founder Shares”) at their original purchase price of approximately $0.009, as compensation for their commitment to purchase the Units sold in the IPO. Overall, the Anchor Investors purchased 9,108,000 Units in the Initial Public Offering at the offering price of $10.00 under separate investment agreements. The excess of the fair value of the Transferred Founder Shares above the purchase price totaling $2,508,632 as of the IPO date was determined to be a contribution from the Sponsor for offering costs in accordance with Staff Accounting Bulletin Topic 5T. These offering costs were allocated to the Units and charged to stockholders’ deficit upon the completion of the IPO.

In conjunction with the Initial Public Offering, the Company issued to the underwriter 138,000 shares of Class A common stock for nominal consideration (the “Representative Shares”). The fair value of the Representative Shares was accounted for as compensation under Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC 718”), and was included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $622,882.

Of the total transaction costs of $8,698,910, $8,139,659 was allocated to the Class A common stock subject to possible redemption, $152,515 was allocated to the Public Warrants (Note 3), and $406,736 was allocated to the Rights (Note 8).

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Following the closing of the Initial Public Offering on May 13, 2022, an amount of $92,920,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from this Initial Public Offering will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, or (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination in the prescribed time frame, as defined below. During the three months ended March 31, 2024 and 2023, the Company withdrew $0 and $200,000, respectively, of dividend and interest income earned in the Trust Account to pay its franchise and income tax obligations.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

In connection with any proposed initial business combination, the Company will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein.

If the Company determines to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company determines to allow stockholders to sell their shares to the Company in a tender offer, it will file tender offer documents with the U.S. Securities and Exchange Commission (“SEC”) which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

The Company will proceed with a Business Combination if the Company does not have net tangible assets of at least $5,000,001 upon such consummation of a Business Combination (the “Redemption Limitation”) and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. On November 6, 2023, the Company’s Charter was amended to eliminate the Redemption Limitation. The amendment will allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.

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Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this Initial Public Offering, referred to as excess shares. However, the Company’s stockholders will not be restricted to vote all of their shares (including excess shares) for or against the initial business combination. Additionally, such stockholders will not receive redemption distributions with respect to the excess shares if the Company completes the initial business combination.

The Company’s sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete a business combination within 24 months (or if the Company decides to extend the period of time to complete the initial business combination as described herein) from the closing of the Initial Public Offering (the “Combination Period”) unless the Company provides its public stockholders with the opportunity to convert their shares of common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding public shares.

On May 9, 2023, the Company extended the period of time to consummate its Business Combination by three months, from May 13, 2023 to August 13, 2023, pursuant to the deposit of $920,000 to the Trust Account by ConnectM (the “First Extension Payment”). The Company recognized a deferred credit in the amount of $920,000 in connection with the First Extension Payment.

On August 11, 2023, the Company further extended the period of time to consummate its Business Combination by an additional three months from August 13, 2023 to November 13, 2023 (the “Second Extension Period”), pursuant to the deposit of $920,000 to the Trust Account by ConnectM (the “Second Extension Payment”). The Second Extension Payment represents the second and final of two three-month extensions permitted under the Company’s governing documents. The Company recognized a deferred credit in the amount of $920,000 in connection with the Second Extension Payment.

On November 9, 2023, in connection with the MCAC stockholders’ approval of the Amended Charter and IMTA Amendment, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from November 13, 2023 to December 13, 2023 (the “First Additional Extension Period”) pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account (the “First Additional Extension Payment”).

On December 11, 2023, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from December 13, 2023 to January 13, 2024 (the “Second Additional Extension Period”) pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

On January 8, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from January 13, 2024 to February 13, 2024 (the “Third Additional Extension Period”) pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

On February 9, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from February 13, 2024 to March 13, 2024 (the “Fourth Additional Extension Period”) pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

On March 11, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from March 13, 2024 to April 13, 2024 (the “Fifth Additional Extension Period”) pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

On April 11, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from April 13, 2024 to May 13, 2024 (the “Sixth Additional Extension Period”) pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

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On May 10, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from May 13, 2024 to June 13, 2024 (the “First Additional Extension Period Two”) pursuant to the Additional Extension Options Two, by ConnectM’s deposit of approximately $315,416 into the Trust Account.

If the Company is unable to complete its initial business combination within the Additional Extension Options Two, absent any amendments of the IMTA Agreement and the Amended and Restated Certificate of Incorporation, which requires requisite stockholder approval, the Company will: (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, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors of MCAC, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims.

The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the IPO date, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination within the prescribed time frame. The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On December 31, 2022, MCAC, entered into an Agreement and Plan of Merger, as amended by the Amendment and Second Amendment, by and among MCAC, ConnectM Technology Solutions, Inc., a Delaware corporation, and Chronos Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MCAC. Pursuant to the terms and conditions of the Merger Agreement, as amended by the Amendment and Second Amendment, a business combination between MCAC and ConnectM will be effected through the merger of Merger Sub with and into ConnectM, with ConnectM surviving the merger as a wholly owned subsidiary of MCAC.

As a result of the Merger, among other things, each share of ConnectM common stock, par value $0.0001 per share, and ConnectM preferred stock, par value $0.0001 per share (but excluding shares the holders of which perfect rights of appraisal under Delaware law), will be converted into the right to receive such number of shares of common stock, par value $0.0001 per share, of MCAC common stock as calculated based on the Exchange Ratio as set forth in the Merger Agreement. “Exchange Ratio” is defined in the Merger Agreement to be the quotient of (a) the merger consideration, divided by (b) the number of shares of ConnectM capital stock outstanding as of immediately prior to the Effective Time, including any shares underlying outstanding warrants to purchase ConnectM Common Stock and excluding any shares of ConnectM capital stock held in treasury by ConnectM. The Merger Consideration is 14,500,000

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shares of MCAC Common Stock, subject to an upward adjustment depending on the extent to which MCAC’s transaction expenses exceed $8,000,000.

Consummation of the transactions contemplated by the Merger Agreement are subject to satisfaction or waiver of customary conditions of the respective parties, including receipt of required regulatory approvals, receipt of approval from shareholders of each of the company and ConnectM for consummation of the Merger and certain other actions related thereto by our shareholders.

The Merger Agreement, as amended by the Amendment and the Second Amendment, may be terminated prior to the time at which the Merger becomes effective as follows: (i) by mutual written consent of MCAC and ConnectM, (ii) by either MCAC or ConnectM if the Merger is not consummated on or before November 13, 2024 (the “Outside Date”), provided that the failure to consummate the Merger by the Outside Date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied, (iii) by either MCAC or ConnectM if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied at the consummation of the business combination (subject to a 30-day cure period for breaches that are curable), provided that such right to terminate will not be available to either party if it has breached in any material respect its obligations set forth in the Merger Agreement in any manner that will have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger, (iv) by either MCAC or ConnectM if a governmental entity shall have issued a law or final, non-appealable governmental order, rule or regulation permanently restraining, enjoining or prohibiting the consummation of the Merger, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement in a manner that has proximately contributed to the governmental action, (v) by either MCAC or ConnectM if MCAC stockholder approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment thereof, (vi) by written notice from MCAC to ConnectM if the Company stockholders do not approve the merger agreement within two days following the date of the Merger Agreement, or (vii) by written notice from ConnectM to MCAC if the board of directors of MCAC shall have publicly withdrawn, modified, withheld or changed its recommendation to vote in favor of the Merger and other proposals, if such notice is given by ConnectM within 15 business days after such action (or inaction) the board of directors of MCAC.

In the event the Merger Agreement is terminated in certain of the circumstances described above, MCAC will be obligated to reimburse ConnectM for up to $1,200,000 of its transaction expenses.

In connection with the proposed business combination with ConnectM, MCAC has entered and plans to enter into certain related agreements, including the below.

Sponsor Support Agreement

In connection with the execution of the Merger, the Sponsor entered into a sponsor support agreement with MCAC, certain independent directors of MCAC, and ConnectM, pursuant to which the Sponsor and the independent directors of MCAC have agreed to waive, subject to, conditioned upon and effective as of immediately prior to, the Effective Time, the adjustment to the conversion ratio set forth in our charter with respect to our Founder Shares and vote all shares of our Class A Common Stock and Class B Common Stock beneficially owned by them in favor of the Merger. The Sponsor and the independent directors of MCAC have also agreed, that in the event less than all of the holders of our Class B Common Stock execute the Registration Rights Agreement, they will agree to waive certain rights under that certain Registration Rights Agreement, dated May 10, 2022, by and among MCAC, Sponsor and the independent directors.

Company Stockholder Support Agreement

In connection with the execution of the Merger Agreement, MCAC entered into a stockholder support agreement with ConnectM and the Company stockholders, pursuant to which the Company stockholders agreed to vote all shares of ConnectM Stock beneficially owned by them in favor of the Merger.

Lock-Up Agreement/Transfer Restrictions

In connection with the execution of the Merger Agreement, MCAC, the Sponsor, and certain ConnectM Stockholders also entered into lock-up agreements, which shall become effective as of the Effective Time, pursuant to which, subject to certain limited exceptions, each of the Sponsor and the Company stockholders has agreed not to transfer any of its shares of our Class A Common Stock and Class B Common Stock during the period beginning on the closing date of the business combination and ending on the earlier of (A) 180 days

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after the Closing Date and (B)(x) the date on which the price of our Class A 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.

2023 Equity Incentive Plan

MCAC has agreed to approve and adopt an incentive award plan (the “2023 Equity Incentive Plan”), which will be effective as of the Closing and in a form mutually acceptable to the board of directors of MCAC. The 2023 Equity Incentive Plan shall provide for an initial aggregate share reserve equal to the sum of (a) 10% of the number of shares of MCAC Common Stock outstanding immediately following the Effective Time after giving effect to the transactions contemplated hereby, plus (b) an annual increase on the first day of each calendar year beginning on the first January 1 following the Closing and ending on and including January 1 of the tenth calendar year thereafter, equal to the lesser of (i) 4% of the aggregate number of shares of MCAC Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the administrator of the 2023 Equity Incentive Plan.

Amended and Restated Registration Rights Agreement

In connection with the Closing, MCAC, the Sponsor, certain existing stockholders of MCAC and certain stockholders of ConnectM who will receive shares of MCAC Common Stock pursuant to the Merger Agreement will enter into an amended and restated registration rights agreement (“Registration Rights Agreement”) mutually agreeable to MCAC and ConnectM and in substantially the form attached to the Merger Agreement, which will become effective upon the consummation of the Merger. MCAC has agreed that, prior to the Closing, it will request that each holder of our Class B Common Stock execute an amended and restated registration rights agreement (“Registration Rights Agreement”) mutually agreeable to MCAC and ConnectM and in substantially the form attached to the Merger Agreement, among MCAC, certain stockholders of ConnectM and each holder of our Class B Common Stock.

Forward Purchase Agreement

In connection with the execution of the Merger Agreement, MCAC and Meteora Special Opportunity Fund ("Meteora"), entered into the Forward Purchase Agreement for a Forward Purchase Transaction. Pursuant to the terms of the Forward Purchase Agreement, Meteora intends to purchase in the open market through a broker shares of Class A Common Stock, after the date of the Forward Purchase Agreement from holders of our Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of our Class A Common Stock pursuant to the redemption rights set forth in our charter, in connection with the execution of the Merger Agreement, up to a maximum of 6,600,000 shares of our Class A Common Stock at a price equal to the estimated redemption price of approximately $11.12 per share of our Class A Common Stock (based on the amount of $80,714,142 held in the Trust Account as of March 31, 2024, less $244,150 of estimated income and franchise taxes to be paid using the interest and dividend income earned in the Trust Account) to be paid to investors who elect to redeem their shares at MCAC’s redemption deadline (the “Initial Price”); provided that Meteora may not beneficially own greater than 9.9% of the issued and outstanding shares on a post-merger pro forma basis. Meteora has agreed to waive any redemption rights with respect to any shares of our Class A Common Stock in connection with the Merger. Such waiver may reduce the number of shares of our Class A Common Stock redeemed in connection with the Merger, which reduction could alter the perception of the potential strength of the Merger. The number of shares of our Class A Common Stock purchased by Meteora, not including the Share Consideration Shares (as defined below), shall be referred to as the “Recycled Shares.”

The Forward Purchase Agreement provides that not later than one local business day following the closing date of the merger (the “Prepayment Date”), MCAC will pay to Meteora, out of funds held in the Trust Account, a cash amount (the “Prepayment Amount”) equal to (x) the product of the number of Recycled Shares and the Initial Price less (y) an amount equal to 1% of the product of the number of Recycled Shares and the Initial Price (the “Prepayment Shortfall”). At the written request of Meteora, the Prepayment Amount must be deposited into an escrow account simultaneously with the Closing. In addition to the Prepayment Amount, MCAC shall pay directly from the Trust Account on the Prepayment Date, an amount equal to the product of 40,000 and the Initial Price (the “Additional Consideration”), for the purpose of repayment of Meteora having actually purchased additional shares of Class A Common Stock (the “Share Consideration Shares”) from third parties prior to the Closing. The Additional Consideration shall be free and clear of all obligations of Meteora in connection with signing a definitive agreement for the Forward Purchase Transaction.

From time to time following the Closing, Meteora may sell Recycled Shares at any time and at any sales price, without payment by Meteora of any Early Termination Obligation (as defined in the Forward Purchase Agreement), until such time as the proceeds from the sales equal 100% of the Prepayment Shortfall.

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From time to time following the closing of the merger and prior to the earliest to occur of (a) the third anniversary of the Closing and (b) the date specified by Meteora in a written notice to be delivered to MCAC at Meteora’s discretion after the occurrence of any of a (x) Trigger Event (defined below) or (y) Delisting Event (each as defined in the Forward Purchase Agreement) (in each case, the “Maturity Date”), Meteora may, in its sole discretion, sell some or all of the shares. On the Maturity Date, the escrow agent shall transfer to Meteora an amount in cash equal to the product of (x)(i) the number of shares as set forth in the initial Pricing Date Notice (as defined in the Forward Purchase Agreement) less (b) the number of Terminated Shares (as defined in the Forward Purchase Agreement) (the “Matured Shares”) multiplied by (y) the Initial Price and Meteora shall transfer to the escrow agent for the benefit of MCAC the Matured Shares less the Maturity Shares and the Penalty Shares (each as defined below). On the last trading day of each week following the merger, Meteora will pay to the Combined Company the product of the number of shares sold multiplied by the Reset Price. The “Reset Price” shall initially be the Initial Price and shall be adjusted on the first scheduled trading day of each week commencing with the first week following the thirtieth day after the Closing to be the lowest of (a) the then-current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior week, but not lower than $7.50; provided that to the extent that MCAC or the Combined Company offers and sells any shares or securities convertible into shares at a price lower than the Initial Price, the Reset Price, shall be modified to equal such reduced price at which such securities may be issued. Meteora will retain any sale proceeds in excess of the product of the number of shares sold by Meteora and the Reset Price.

In the event that the VWAP Price of the Class A Common Stock falls below $5.00 per share for any 20 trading days during a 30 trading day period beginning 30 days following the closing of the Merger (a “Trigger Event”), then Meteora may elect to accelerate the Maturity Date to the date of such Trigger Event. At the Maturity Date, the Combined Company is required to purchase from Meteora, subject to Meteora’s consent, all of the unsold shares for consideration equal to an amount, in cash or shares at the sole discretion of Combined Company (the “Maturity Consideration”), equal to (a) in the case of cash, the product of the unsold shares and $2.00, or $2.50, solely in the event of a Registration Failure (as defined in the Forward Purchase Agreement), and (b) in the case of shares, such number of shares (the “Maturity Shares”) with a value equal to the product of the unsold shares and $2.00, or $2.50, solely in the event of a Registration Failure, divided by the VWAP Price of the Shares for the 10 trading days prior to the Maturity Date; provided that the Maturity Shares used to pay the Maturity Consideration are freely tradable. If the Maturity Shares are not freely tradable, Meteora shall instead receive such number of shares equal to the product of (i) three (3) and (ii) 6,600,000 minus the Terminated Shares (as defined in the Forward Purchase Agreement) (the “Penalty Shares”); provided, however, that if the Penalty Shares are freely tradable within 45 days after the Maturity Date, Meteora shall return to appreciate such number of Penalty Shares that are valued in excess of Maturity Consideration based on the 10-day VWAP ending on the date that such shares satisfied the Share Conditions.

In addition, pursuant to the terms and conditions of the Forward Purchase Agreement, ConnectM and the Combined Company agree, from and after December 31, 2022, not to incur in excess of $25.0 million of indebtedness through and including the 90th day following the Prepayment Date without the prior written consent of the Meteora.

Pursuant to the terms of the Forward Purchase Agreement, MCAC agreed to pay to Meteora an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Meteora or its affiliates in connection with this Forward Purchase Transaction not to exceed (a) $75,000, (b) a quarterly fee of $5,000 (initially payable on the Trade Date (as defined in the agreement) and upon the first business day of each quarter and (c) expenses actually incurred in connection with the acquisition of the Shares in an amount not to exceed $0.05 per Share and $0.03 per disposition of each Share.

A break-up fee equal to (i) all of Meteora’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement capped at $75,000 plus (ii) $500,000, shall be payable by the Combined Company to Meteora in the event the Forward Purchase Agreement is terminated by MCAC. In the event that the Merger Agreement is terminated pursuant to its terms prior to the closing of the Business Combination, no break-up fee will be due to Meteora from MCAC or ConnectM.

Going Concern Consideration

As of March 31, 2024, the Company had $3,696 in cash available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. Up to $100,000 of interest and dividends earned in the Trust Account are available to pay dissolution expenses, if necessary. Through March 31, 2024, $1,588,710 of dividend and interest income has been withdrawn from the Trust Account for payment of franchise and income taxes. In addition, in order to fund working capital deficiencies and finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loan”) (see Note 5). As of March 31, 2024, the Company had $1,119,457 outstanding Working Capital Loans in the form of convertible notes (Note 5) from the Sponsor.

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The proceeds held outside of the Trust Account subsequent to the closing of the IPO may not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the unaudited condensed consolidated financial statements, assuming that a Business Combination is not consummated during that time. The Company is required to complete a Business Combination within 30 months of the IPO date, subject to the exercise of the Additional Extension Options Two. On May 9, 2023, the Company exercised the Extension Option through the First Extension Payment made by ConnectM into the Trust Account. On August 11, 2023, the Company further extended the period of time available to consummate its Business Combination to November 13, 2023, pursuant to the Second Extension Payment made by ConnectM into the Trust Account. The Second Extension Payment represented the second and final of two three-month extensions permitted under the Company’s governing documents. On November 6, 2023, the stockholders of MCAC held a special meeting of stockholders where the MCAC stockholders approved the Amended Charter and IMTA Amendment. The Amended Charter provides the board of directors of MCAC with the right to extend the date by which MCAC has to consummate its Business Combination up to an additional six (6) times for one (1) month each time from November 13, 2023 to May 13, 2024, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $414,000 and (b) $0.045 for each then-outstanding share of Common Stock after giving effect to the redemption of shares of Common Stock. On November 9, 2023, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from November 13, 2023 to December 13, 2023 pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account. On December 11, 2023, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from December 13, 2023 to January 13, 2024 pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account. On January 8, 2024, the Company further extended the deadline for the consummation of an initial business combination for one additional month from January 13, 2024 to February 13, 2024 pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account. On February 9, 2024, the Company further extended the deadline for the consummation of an initial business combination for one additional month from February 13, 2024 to March 13, 2024 pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account. On March 11, 2024 the Company further extended the deadline for the consummation of an initial business combination for one additional month from March 13, 2024 to April 13, 2024 pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account. On April 11, 2024, the Company further extended the deadline for the consummation of an initial business combination for one additional month from April 13, 2024 to May 13, 2024 pursuant to the Initial Additional Extension Options, by ConnectM’s deposit of approximately $325,715 into the Trust Account. On May 10, 2024, the Company further extended the deadline for the consummation of an initial business combination for one additional month from May 13, 2024 to June 13, 2024 pursuant to the Additional Extension Options Two (as defined herein), by ConnectM’s deposit of approximately $315,416 into the Trust Account.

If the Company is unable to complete an initial Business Combination before the deadline, currently November 13, 2024, subject to the monthly deposits into the Trust Account in accordance with the Additional Extension Options Two, the Company will cease all operations and dissolve. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If an initial business combination is not consummated by November 13, 2024 and an extension is not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, assuming an initial business combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

On April 10, 2024, the Company received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2) (the “Rule”) for continued listing on the Nasdaq Global Market. Under the Rule, the Company is required to maintain at least 400 total holders (the “Total Holder Requirement”). The Notice indicates that the Company has 45 calendar days (the “Deadline”) to submit a plan (the “Compliance Plan”) to regain compliance with the Rule. If Nasdaq accepts the Compliance Plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance. If Nasdaq does not accept the Compliance Plan, the Company may appeal the decision to a Nasdaq hearings panel. There can be no assurance that the Company will ultimately be able to regain or maintain compliance with the Rule.

The Company believes that the proceeds raised in the IPO and the funds potentially available from loans from the Sponsor, any of their affiliates or third parties will be sufficient to allow the Company to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Business

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Combination or because the Company becomes obligated to redeem a significant number of public shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

Risks and Uncertainties

Results of operations and the Company’s ability to complete an Initial Business Combination with ConnectM or another target company may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the conflict between Russia and Ukraine and the Israel-Hamas war, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine and Israel and Hamas, the U.S. and other countries have imposed sanctions or other restrictive actions which could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

On November 6, 2023, the Company’s stockholders redeemed 1,961,875 Class A common shares for a total of $20,961,169. The Company evaluated the probability that the excise tax may be due on the Trust Account redemptions and determined that a contingent liability should be calculated and recorded. At the redemption date, the Company recorded $209,612 of excise tax liability calculated as 1% of shares redeemed, included in accrued expenses in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”)

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for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. 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, operating results and cash flows for the periods presented. All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s 10-K as filed with the SEC on March 13, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity, equity and/or expense upon the completion of the Initial Public Offering. The fair value of the Representative Shares was accounted for as compensation under ASC 718, was included in the offering costs at the IPO date. In addition, under the guidance in Staff Accounting Bulletin 107 Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in offering costs amounts incurred by the Sponsor through the sale of Founder Shares to Anchor Investors on behalf of the Company (Note 5). The excess of the fair value of the Founder Shares was deemed a contribution from the Sponsor for offering costs and working capital.

Business Combination Costs

Costs incurred in relation to a potential business combination may include legal, accounting and other expenses. Any such costs are expensed as incurred. The Company incurred approximately $0.6 million and $0.4 million, respectively, of Business Combination costs for the three months ended March 31, 2024 and 2023, respectively.

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Net Loss per share of Common Stock

The Company’s unaudited condensed statements of operations include a presentation of net loss per share subject to possible redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Common Stock subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company deemed the fair value of the Class A Common Stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share.

The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for all periods presented.

A reconciliation of net loss per share is as follows for the three months ended March 31, 2024:


	Class A
	subject to
	possible
	redemption		Class A		Class B		Totals
Allocation of undistributable losses		(7,204,583)		(137,360)		(2,289,341)		(9,631,284)
Net loss to common stock	$	(7,204,583)	$	(137,360)	$	(2,289,341)	$	(9,631,284)

Weighted average shares outstanding, basic and diluted		7,238,125		138,000		2,300,000		—

Basic and diluted net loss per share	$	(1.00)	$	(1.00)	$	(1.00)		—

A reconciliation of net loss per share is as follows for the three months ended March 31, 2023:


	Class A
	subject to
	possible
	redemption		Class A		Class B		Totals
Allocation of undistributable losses		(462,875)		(6,943)		(115,719)		(585,537)
Net loss to common stock	$	(462,875)	$	(6,943)	$	(115,719)	$	(585,537)

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

Basic and diluted net loss per share	$	(0.05)	$	(0.05)	$	(0.05)		—

Marketable Securities Held in Trust Account

At March 31, 2024 and December 31, 2023, the assets held in the Trust Account were substantially held in a treasury trust fund investing in U.S. Treasury Bills and U.S. Treasury Notes. These securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Earnings on these securities are included in dividend and interest income in the accompanying unaudited condensed statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.

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Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Cash and securities held in the Trust Account are comprised of securities held by a financial institution, which are insured by the Securities Investor Protection Corporation ("SIPC"), comprised of $250,000 coverage for cash and $250,000 for securities. The Company has not experienced losses on these accounts.

Share-Based Payment Arrangements

The Company accounts for stock awards in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation,” which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock.

Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock sold as part of the Initial Public Offering, features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. The redemption values as of March 31, 2024, includes $100,000 that can be used to pay any dissolution expenses, should a dissolution event occur. The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses to be paid from the interest earned in the trust account, up to $100,000, if and when a dissolution is deemed probable.

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The reconciliation of Class A common stock subject to possible redemption as of March 31, 2024 and December 31, 2023 is as follows:


Gross proceeds from sale of Public Units	$	92,000,000
Less: Proceeds allocated to Public Warrants (Note 3)		(1,613,009)
Less: Proceeds allocated to Rights (Note 3)		(4,301,659)
Less: Proceeds allocated to underwriter’s overallotment option (Note 7)		(52,147)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(8,139,659)
Accretion to redemption value of Class A common stock subject to possible redemption		15,026,474
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		848,637
Class A common stock subject to possible redemption as of December 31, 2022	$	93,768,637
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments		2,491,431
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		3,434,458
Less: Redemption of Class A common stock		(20,961,169)
Class A common stock subject to possible redemption as of December 31, 2023	$	78,733,357
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments		977,147
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		759,488
Class A common stock subject to possible redemption as of March 31, 2024	$	80,469,992

Derivative Financial Instruments

The Company issued warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

At the IPO date, the Public Warrants and Rights (see Note 3) and Private Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change.

The Forward Purchase Agreement with Meteora entered into on December 31, 2022 resulted in Meteora holding a put option on shares to be purchased pursuant to the agreement, up to the maximum of 6,600,000. Pursuant to ASC 815, Derivatives and Hedging, this instrument meets the definition of a derivative and accordingly will be recognized at fair value. The fair value of this put option liability was estimated at $27,950,000 and $18,370,000 at March 31, 2024 and December 31, 2023, respectively, assuming Meteora will purchase the maximum number of shares at the consummation of the Business Combination. The Forward Purchase Agreement liability resulted in the recognition of a $9,580,000 and $560,000 loss on the change in fair value of Forward Purchase Agreement Liability in the Company’s unaudited condensed statements of operations for the three months ended March 31, 2024 and 2023, respectively.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2024 and December 31, 2023, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account.

The Forward Purchase Agreement liability was valued as of March 31, 2024 and December 31, 2023 using the Black - Scholes Option Pricing Model, assuming that Meteora will purchase the maximum number of shares of 6,600,000 at the business combination date, Meteora will receive $13.12 and $12.88 per share, respectively, upon the put option exercise and hold the shares until the end of its estimated contractual maturity period of 3.12 years and 3.25 years, respectively. The fair value of the resulting put option at March 31, 2024 and December 31, 2023, was adjusted for 90% and 80% probability of the completion of a business combination, respectively. Additionally, the valuation utilized a 59.7% and 41.7% volatility rate as of March 31, 2024 and December 31, 2023, respectively, and a 4.4% and 4.0% discount rate as of March 31, 2024 and December 31, 2023, respectively. As such, the Forward Purchase Agreement liability is considered to be a recurring Level 3 fair value measurement.

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three months ended March 31, 2024.


	Forward
	Purchase
	Agreement
	Liability
Balance at January 1, 2024	$	18,370,000
Change in fair value of Forward Purchase Agreement Liability		9,580,000
Balance at March 31, 2024	$	27,950,000

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three months ended March 31, 2023.


	Forward
	Purchase
	Agreement
	Liability
Balance at January 1, 2023	$	2,770,000
Change in fair value of Forward Purchase Agreement Liability		560,000
Balance at March 31, 2023	$	3,330,000

Working Capital Loan

The Working Capital Loans (Note 5) are issued in the form of convertible notes. The embedded feature to convert the Working Capital Loans into Private Warrants at a price of $1.00 per warrant (the “Embedded Feature”) does not meet the definition of a derivative under ASC 815 and is not required to be accounted for separately, as it is eligible for the scope exception under ASC 815 – 10 – 15 - 74(a) related to contracts indexed to the Company’s own stock.

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Due to Sponsor – related party

The Due to Sponsor - related party balance as of March 31, 2024 totaled $98,460, of which $93,600 represents unpaid monthly administrative fees and $4,860 represents cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5). These funds will be remitted to the Sponsor in the normal course of business.

The Due to Sponsor balance as of December 31, 2023 of $68,460 includes $63,600 in unpaid monthly administrative fees and $4,860 in cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5).

Income Taxes

The Company adopted ASC 740, “Income Taxes”, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of March 31, 2024 and December 31, 2023, the Company has not recorded any amounts related to uncertain tax positions. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.

Management does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s unaudited condensed consolidated financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

On May 13, 2022, the Company sold 9,200,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share, one Public Warrant and one right to receive one-tenth (1/10) of one share of Common Stock upon consummation of the initial business combination (each a “Right”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 8).

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NOTE 4 — PRIVATE PLACEMENT

On May 13, 2022, in the private placement that occurred simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,040,000 warrants (each a “Private Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $3,040,000. Each Private Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the private placement of the Private Warrants funded the trust account, IPO issuance costs and will fund the future operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Warrants, will be included in the liquidating distribution to the public stockholders and the Private Warrants will be worthless (see Note 8).

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

In October 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). On May 10, 2022, the Sponsor surrendered 575,000 Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 Founder Shares. Up to 300,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option (see Note 7) was not exercised in full by the underwriter. As the Underwriters exercised their overallotment option in full at the IPO date, the forfeiture provisions lapsed for 300,000 Founder Shares.

On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Kathy Cuocolo, Leela Gray and Stephen Markscheid, the independent directors of MCAC.

In addition, at the IPO date, the Sponsor sold 60,000 Founder Shares to each Anchor Investor, or the aggregate of 600,000 Founder Shares to the group of ten Anchor Investors (see Note 1). The proceeds of $4,860 from the sale were collected by the Company on behalf of the Sponsor and are included in Due to Sponsor – related party on the accompanying unaudited condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively.

Working Capital Loans

In order to fund working capital deficiencies and finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Company will repay the Working Capital Loans upon the completion of a Business Combination. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

During the three months ended March 31, 2024, the Sponsor loaned the Company $380,000 in Working Capital Loans. The Working Capital Loans are to be repaid upon consummation of a Business Combination, without interest, or, at the lender’s option, up to $1.5 million of the outstanding Working Capital Loans are convertible into Private Warrants at a price of $1.00 per warrant. As of March 31, 2024 and December 31, 2023, the Company had $1,119,457 and $739,457, respectively, borrowed under the Working Capital Loans from the Sponsor included in Convertible notes – related party in the accompanying unaudited condensed consolidated balance sheets.

Administrative Support Agreement

In conjunction with the IPO closing, the Company entered into the administrative support agreement under which it pays the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 under the agreement during each of the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, $93,600 was due under the administrative support agreement, included in Due to Sponsor - related party (see Note 2) on the unaudited condensed consolidated balance sheets. As of December 31, 2023, $63,600 was due under the administrative support agreement, included in Due to Sponsor - related party (see Note 2) on the unaudited condensed consolidated balance sheet.

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NOTE 6 — CONVERTIBLE NOTES

During the three months ended March 31, 2024, the Company received $0 from ConnectM in the form of convertible notes, with terms identical to those of the Working Capital Loans (Note 5) from the Sponsor. As of March 31, 2024 and December 31, 2023, $445,000 was due to ConnectM, included in convertible notes on the unaudited condensed consolidated balance sheets.

NOTE 7 — INCOME TAXES

The Company’s effective tax rate (“ETR”) is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items.

The Company’s ETR was (2.4)% and (57.8)% for the three months ended March 31, 2024 and 2023, respectively. The Company's general and administrative expenses are generally considered start - up costs and are not currently deductible for federal income tax purposes. The difference between the Company’s ETR for the three months ended March 31, 2024 and 2023 and the U.S. federal statutory rate of 21% is primarily due to the permanent differences arising from the loss on change in fair value of Forward Purchase Agreement liability, the business combination costs, the penalties and interest incurred, and the temporary differences arising from the valuation allowance recorded against the deferred taxes arising from the Company’s startup costs.

The Company has no uncertain tax positions related to federal and state income taxes. The Company is subject to income tax examinations by major taxing authorities since inception. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the consolidated financial statements as tax expense.

NOTE 8 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants (as defined below) (including securities contained therein) issued in connection with the Initial Public Offering and Private Placement warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans (see Note 5), and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and Public Warrants (and underlying Class A common stock) that may be issued upon conversion of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement to be signed at the effective date of the Initial Public Offering, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion of the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering securities.

Underwriting Agreement

At the IPO date, the Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 1,200,000 additional Units to cover over-allotments, if any, at the price paid by the underwriter in the Initial Public Offering. This overallotment option was exercised in full at the IPO date.

The underwriter received a cash discount of $0.10 per unit, or $0.92 million in the aggregate at the closing of the Initial Public Offering. In addition, $0.40 per share, or $3.68 million in the aggregate will be payable to the underwriter for deferred underwriting commissions solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In addition, in conjunction with the Initial Public Offering, the Company issued to the underwriter 138,000 shares of Class A common stock for nominal consideration (the “Representative Shares”). The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

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Other Commitments and Contingencies

In connection with the execution of the Merger Agreement, MCAC entered into the Forward Purchase Agreement with Meteora. Pursuant to the terms of the Forward Purchase Agreement, MCAC agreed to pay to Meteora an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Meteora or its affiliates in connection with this Forward Purchase Transaction not to exceed (a) $75,000, (b) a quarterly fee of $5,000 (initially payable on the Trade Date (as defined in the agreement) and upon the first business day of each quarter and (c) expenses actually incurred in connection with the acquisition of the Shares in an amount not to exceed $0.05 per Share and $0.03 per disposition of each Share. In addition, a break-up fee equal to (i) all of Meteora’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement capped at $75,000 plus (ii) $500,000, shall be payable by the Combined Company to Meteora in the event the Forward Purchase Agreement is terminated by MCAC. Refer to Note 1 for further discussion of the Forward Purchase Agreement . For a full description of the terms of the Merger Agreement and related agreements, refer to Note 1.

NOTE 9 — STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors of MCAC. As of March 31, 2024 and December 31, 2023 there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock, with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of March 31, 2024 and December 31, 2023, there were 7,376,125 shares of Class A common stock issued and outstanding. Of the total Class A common stock shares issued and outstanding, 7,238,125 shares are included in temporary equity as of March 31, 2024 and December 31, 2023, in accordance with the Company's accounting policy described in Note 2.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock, with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. A total of 2,875,000 Class B shares were issued to the Sponsor on October 6, 2021. On May 10, 2022, the Sponsor surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 shares of Class B common stock of which an aggregate of up to 300,000 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. As the Underwriters exercised their overallotment option in full at the IPO date the forfeiture provisions lapsed for 300,000 Founder Shares. As of March 31, 2024 and December 31, 2023, there were 2,300,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of the Company’s stockholders except as otherwise required by law.

The Class B common stock will automatically convert into Class A common stock at the time of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the Business Combination and any Private Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one.

Warrants — As of March 31, 2024 and December 31, 2023, 9,200,000 Public Warrants and 3,040,000 Private Placement Warrants (the “Warrants”) were outstanding. The Public and Private Placement Warrants were issued in the same form at the IPO date. Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors of MCAC and, in the case

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of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Warrants will become exercisable 30 days after the completion of a Business Combination. However, no Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of common stock upon exercise of a Warrant unless the common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

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in whole and not in part;

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at a price of $0.01 per warrant;

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upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and

●

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three days before we send the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third day prior to the date on which the notice of redemption is sent to the holders of warrants.

Rights — As of March 31, 2024 and December 31, 2023, 9,200,000 Rights were outstanding. Each holder of the Rights issued at the IPO date will automatically receive one-tenth (1/10) of one share of Class A common stock upon consummation of the initial Business Combination. No additional consideration will be required to be paid by a holder of Rights in order to receive his, her, or its additional Class A common stock upon consummation of an initial business combination. The Class A common stock issuable upon exchange of the Rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete the initial Business Combination within the Combination Period, and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any of such funds for their rights, nor will they receive any distribution from the assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

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NOTE 10 — STOCK-BASED COMPENSATION

In October 2021, the Sponsor transferred 25,000 shares of Class B common stock to each of the three independent director nominees as compensation for their service on the board of directors of MCAC. If the director nominee does not become a director of the Company at the time of the IPO, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company (“the Triggering Event”), all of such purchaser’s shares shall be returned to Sponsor. As such, the service period for these awards will not start until the IPO date. Further, considering that in case the business combination does not occur these awards will be forfeited, it was deemed that the above terms result in the vesting provision whereby the share awards would vest only upon the consummation of a business combination or change of control event. As a result, any compensation expense in relation to these grants would be not recognized until the Triggering Event. As a result, the Company recorded no compensation expense for any periods through March 31, 2024.

The fair value of the Founder Shares on the grant date was approximately $0.87 per share. The valuation performed by the Company determined the fair value of the shares on the date of grant by applying a discount based upon a) the probability of a successful IPO, b) the probability of a successful business combination, and c) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the awards amounted to approximately $65,000.

Total unrecognized compensation expense related to unvested Founder Shares at March 31, 2024 and December 31, 2023 amounted to approximately $65,000 and is expected to be recognized upon the Triggering Event.

NOTE 11 — SUBSEQUENT EVENTS

The Company did not identify any subsequent events that require adjustment or disclosure in the unaudited condensed consolidated financial statements, other than what has already been disclosed in the notes above.

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

References to the “Company,” “our,” “us” or “we” refer to Monterey Capital Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. The Company’s securities filings can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission’s (the “SEC’s”) website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in Delaware on September 23, 2021, for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies.

Our sponsor is Monterrey Acquisition Sponsor, LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the initial public offering (the “IPO” or “Initial Public Offering”) was declared effective on May 10, 2022. On May 13, 2022, we consummated the Initial Public Offering of 9,200,000 units (the “Units” and, with respect to the Class A Common Stock included in the Units, the “Class A Common Stock”), inclusive of 1,200,000 Over-Allotment Units (defined below) resulting from the full exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $92 million, and incurring offering costs (inclusive of the full exercise of the underwriter’s over-allotment option on May 13, 2022) of approximately $8.7 million, consisting of approximately $0.9 million of underwriting fees, approximately $3.7 million of deferred underwriting fees that will be paid only if a business combination is entered into, approximately $0.6 million representing the fair value of the 138,000 shares of Class A Common Stock we issued to the underwriter of the Initial Public Offering (the “Representative Shares”), approximately $2.5 million representing the fair value of the 600,000 Founder Shares (the “Transferred Founder Shares”) the Sponsor sold to the group of ten qualified institutional buyers and institutional accredited investors, which are not affiliated with the Company (the “Anchor Investors”), and approximately $1.0 million of other offering costs.

At the IPO date, cash of approximately $0.9 million was held outside of the Trust Account (as defined below) and was available for the payment of the promissory note to the Sponsor, payment of accrued offering costs and for working capital purposes. Each Unit consists of one share of common stock, one redeemable warrant (“Public Warrant”), with each Public Warrant exercisable into one share of common stock at an exercise price of $11.50 per share, and one right (“Rights”) to receive one-tenth of one share of common stock upon consummation of the Company’s initial business combination. The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,200,000 additional Units (the “Over-Allotment Units”) to cover over-allotments, if any, at $10.00 per Unit. On May 13, 2022, the underwriter exercised their over-allotment option in full to purchase an additional 1,200,000 Units, resulting in incremental gross proceeds of approximately $12 million.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 3,040,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), which were purchased by our Sponsor, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $3.04 million.

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Upon the closing of the Initial Public Offering and the Private Placement (including the additional Units sold in connection with the full exercise of the underwriter’s over-allotment option), $92,920,000 ($10.10 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in the Trust Account.

On May 9, 2023, the Company extended the period of time available to consummate its Business Combination to August 13, 2023, pursuant to Extension One. On August 11, 2023, the Company further extended the period of time available to consummate its Business Combination to November 13, 2023, pursuant to Extension Two. The Initial Extensions represented the two three-month extensions permitted under the Company’s governing documents.

On November 6, 2023, the stockholders of MCAC held a special meeting of stockholders where the MCAC stockholders approved the Amended Charter and IMTA Amendment. The Amended Charter provides the board of directors of MCAC with the right to extend the date by which MCAC has to consummate its Business Combination up to an additional six (6) times for one (1) month each time from November 13, 2023 to May 13, 2024, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $414,000 and (b) $0.045 for each then-outstanding share of Common Stock after giving effect to the redemption of shares of Common Stock (the “Current Extension”).

On November 9, 2023, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from November 13, 2023 to December 13, 2023 pursuant to the Current Extension, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

On December 11, 2023, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from December 13, 2023 to January 13, 2024 pursuant to the Current Extension, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

On January 8, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from January 13, 2024 to February 13, 2024 pursuant to the Current Extension, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

On February 9, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from February 13, 2024 to March 13, 2024 pursuant to the Current Extension, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

On March 11, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from March 13, 2024 to April 13, 2024 pursuant to the Current Extension, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

On April 11, 2024, the Company further extended the period of time to consummate its Business Combination by an additional one-month period from April 13, 2024 to May 13, 2024 pursuant to the Current Extension, by ConnectM’s deposit of approximately $325,715 into the Trust Account.

In connection with the special meeting of stockholders on November 6, 2023, stockholders holding 1,961,875 shares of Class A Common Stock issued in the Initial Public Offering exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $20,961,169 (approximately $10.68 per share after removal of interest to pay taxes) was removed from the Trust Account to pay such holders, resulting in approximately $77,333,961 remaining in the Trust Account immediately following the redemption payments.

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the Trust Account. As a result, approximately $2,567,092 (approximately $11.22 per share after removal of interest to pay taxes) was removed from the Trust Account to pay the redeeming stockholders.

If the Company is unable to complete an initial Business Combination before the deadline, currently November 13, 2024, subject to the monthly deposits into the Trust Account in accordance with Additional Extension Options Two, the Company will (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, redeem the shares of Class A Common stock subject to possible redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less any income or franchise tax obligations and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of common stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors of MCAC, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Nasdaq Deficiency

On April 10, 2024, the Company received a written notice (the “Notice”) notifying it that it was no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”). The Company has 45 calendar days from the date of the Notice to submit a plan to regain compliance with the Minimum Public Holders Rule. The Notice has no immediate effect on the listing of MCAC Public Units, shares of Class A common stock, Public Warrants or Rights on the Nasdaq Global Market while the Company prepares and submits a compliance plan. There can be no assurance that the compliance plan will be accepted by Nasdaq or that the Company will be able to regain compliance with the minimum requirements of the Minimum Public Holders Rule or will otherwise be in compliance with other Nasdaq listing criteria. If the Company is unable to regain compliance with the Nasdaq Listing Rule or move the MCAC Public Units, shares of Class A common stock, Public Warrants or Rights to another public market, there is substantial doubt it will continue as a going concern.

Proposed Business Combination

On December 31, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), and Chronos Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms and conditions of the Merger Agreement, a business combination between the Company and ConnectM will be effected through the merger of Merger Sub with and into ConnectM, with ConnectM surviving the merger as a wholly owned subsidiary of the Company.

On October 12, 2023, the Company, Merger Sub and ConnectM entered into a First Amendment to Agreement and Plan of Merger (the “Amendment”), which amended the Merger Agreement. The Amendment extends the date after which either party may terminate the Merger Agreement for convenience (with limited exceptions) from November 13, 2023 to May 13, 2024. The Amendment also provides that, subject to the Company obtaining the requisite stockholder approval to amend its amended and restated certificate of incorporation (the “Amended Charter”) and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated May 10, 2022 (the “IMTA Amedment”), with such approval received on November 6, 2023 at MCAC’s special meeting of stockholders, the Company will be able to extend the date by which the Company has to consummate a business combination by up to six months and ConnectM will pay to the Company or the Trust Account the funds necessary to effect such extension (not to exceed $414,000 for each monthly extension or $2,484,000 in the aggregate for all six monthly extensions).

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On April 12, 2024, the Company entered into a second amendment to the Merger Agreement (the “Second Amendment”). The Second Amendment extends the outside date after which either party may terminate the Merger Agreement for convenience (with limited exceptions) from May 13, 2024 to November 13, 2024. The Second Amendment also provides that, subject to the Company obtaining the requisite stockholder approval to amend its Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated May 10, 2022, as amended on November 6, 2023, the Company will extend the date by which the Company has to consummate a business combination by up to six months and ConnectM will pay to the Company or its Trust Account the funds necessary to effect such extension (not to exceed $325,715 for each monthly extension or $1,954,290 in the aggregate for all six monthly extensions).

Liquidity and Capital Resources

At December 31, 2023, we had cash of $3,696 and a working capital deficit of $8,905,721.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 23, 2021 (inception) to March 31, 2024 were organizational activities and those necessary to consummate the Initial Public Offering, identify a target company and prepare for a potential business combination with ConnectM. We do not expect to generate any operating revenues until at least after the completion of our business combination, if at all. We have generated and expected to generate non-operating income in the form of dividend and interest income on marketable securities held in the Trust Account. We have incurred and expect to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (Note 5), and a loan amounting to $354,100 as of the IPO date, which was repaid on May 16, 2022, under an unsecured and noninterest bearing promissory note from the Sponsor. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds held outside of the Trust Account from the consummation of the Initial Public Offering and the Private Placement. In addition, in order to finance the Company’s operations as well as transaction costs in connection with an initial business combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans are to be repaid upon consummation of a business combination, without interest, or, at the lender’s option, up to $1.5 million of the outstanding Working Capital Loans are convertible into warrants at a price of $1.00 per warrant. Through March 31, 2024, the Company has received $1,119,457 in Working Capital Loans (Note 5).

As of March 31, 2024, the Company had cash in the Trust Account of $80,714,142. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions of $3,680,000) to complete its initial business combination, to the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete its initial business combination.

Until the consummation of an initial business combination, we will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. The Company is required to complete a Business Combination by November 13, 2024 pursuant to the Current Extension. Considering that the Company’s ability to consummate its’ proposed Business Combination is uncertain, the Company may be required to dissolve as early as November 13, 2024, pursuant to the requirements of the Additional Extension Options Two, should a Business Combination not be consummated within that timeframe. We will need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, we may not be able to obtain additional financing.

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If an initial business combination is not consummated by November 13, 2024 and an extension is not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, assuming an initial business combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Results of Operations

Our entire activity from inception through the IPO date was in preparation for our Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective initial business combination and preparation for a Business Combination. We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest.

For the three months ended March 31, 2024, we had a net loss of $9,631,284, which was primarily related to $860,772 of general and administrative costs, $224,683 of income tax expense, and $9,580,000 loss on the change in fair value of the Forward Purchase Agreement liability, partially offset by $1,034,171 of dividend and interest income earned in the Trust Account. For the three months ended March 31, 2023, we had a net loss of $585,537, which was primarily related to $809,927 of general and administrative costs, $214,510 of income tax expense, and $560,000 loss on the change in fair value of the Forward Purchase Agreement liability, partially offset by $998,900 of dividend and interest income earned in the Trust Account. The increase in income tax expense during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily attributed to the increase in dividend and interest income earned in the Trust Account. General and administrative costs remained consistent during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 due to the Company’s continued efforts towards completion of the Business Combination with ConnectM.

Commitments and Contractual Obligations

Registration Rights

The holders of Founder Shares (as defined below), Private Placement Warrants and the Private Placement Warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to certain registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements. See Note 1 for discussion of amendments to the registration rights agreement to take effect upon the closing of the Business Combination. For a full description of the terms of the Merger Agreement and related agreements, refer to Note 1.

Underwriting Agreement

$3,680,000 in the aggregate (reflecting the full exercise by the underwriter of its over-allotment option), will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

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Administrative Support Agreement

In conjunction with the IPO closing, the Company entered into the administrative support agreement under which it pays the Sponsor a total of $10,000 per month, for office space, secretarial and administrative services. The Company incurred $30,000 under the agreement during the three months ended March 31, 2024. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2024 and December 31, 2023, $93,600 and $63,600, respectively, was due under the administrative support agreement, included in Due to Sponsor - related party in the Company’s unaudited condensed consolidated balance sheets.

Critical Accounting Policies and Estimates

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies and estimates are identified below.

Share-Based Payment Arrangements

The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock.

Derivative Financial Instruments

The Company issued warrants and Rights to its investors, the overallotment option to the underwriter, and the Working Capital Loans to the Sponsor. The Company accounts for financial instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the instruments and applicable authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own stock and whether the holders of the instruments could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

At the IPO date, the Public Warrants and Rights and Private Warrants were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change. At the IPO date, the underwriter’s overallotment option met the definition of a liability under ASC 480.

Net Loss Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC 260”). Net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. The weighted average shares for the period from September 23, 2021 (inception) through May 13, 2022 were reduced for the effect of an aggregate of 300,000 Class B Common Stock that were subject to forfeiture until the initial public offering.

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The Company’s unaudited condensed consolidated statements of operations include a presentation of net loss per share subject to redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Common Stock subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company deemed the fair value of the Class A Common Stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share.

The Company’s Public Warrants, Private Warrants, and Rights, could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Additionally, the Embedded Feature allows for conversion of the convertible notes into Private Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these potentially dilutive instruments were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Redeemable Share Classification

All of the 9,200,000 shares of Class A Common Stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount of the redeemable Class A Common Stock, which approximates fair value. The change in the carrying value of Class A Common Stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and then against accumulated deficit. Subsequent to the Initial Public Offering date, the Company accretes dividend and interest income earned in the Trust Account in excess of income and franchise taxes.

Recent Accounting Standards

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of independent registered public accounting firm providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the

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correlation between executive compensation and performance and comparisons of the Chief Executive Officers’ compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Related Party Transactions

Founder Shares

In October 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). On May 10, 2022, the Sponsor surrendered 575,000 Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 Founder Shares. Up to 300,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter. As the Underwriters exercised their overallotment option in full at the IPO date, the forfeiture provisions lapsed for 300,000 Founder Shares.

On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Kathy Cuocolo, Leela Gray and Stephen Markscheid, the board of directors of MCAC nominees at the time.

In addition, at the IPO date, the Sponsor sold 60,000 Founder Shares to each Anchor Investor, or the aggregate of 600,000 Founder Shares to the group of ten Anchor Investors. The proceeds of $4,860 from the sale were collected by the Company on behalf of the Sponsor, and are included in Due to Sponsor – related party on the accompanying unaudited condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively.

Working Capital Loans

During the three months ended March 31, 2024, the Sponsor loaned the Company $380,000 in Working Capital Loans. The Working Capital Loans are to be repaid upon consummation of a Business Combination, without interest, or, at the lender’s option, up to $1.5 million of the outstanding Working Capital Loans are convertible into Private Warrants at a price of $1.00 per warrant. As of March 31, 2024 and December 31, 2023, the Company had $1,119,457 and $739,457, respectively, borrowed under the Working Capital Loans from the Sponsor included in Convertible note – related party in the accompanying unaudited condensed balance sheets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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Item 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure controls and procedures were not effective due to material weaknesses in internal controls over financial reporting. Specifically, we did not design and maintain an effective control environment to prevent or detect material misstatements in the financial statements. The following material weaknesses in internal controls over financial reporting were identified:

●

Controls over the accuracy and completeness of information included in our SEC filings including documents filed as exhibits to registration statements and information within registration statements.

●

Controls over accuracy and completeness of financial data, specifically accrued expenses.

●

Complex financial instruments accounting including relevant literature that applies to the accounting for forward purchase agreements.

●

Controls over the protection of funds permitted for withdrawal from the trust, including the timely payment of income and other tax liabilities.

●

Ineffective oversight by the board relating to the Company recurring non-compliance with an investment management trust agreement.

●

Controls over the Company’s tax compliance, specifically the timeliness of remittance of tax payments.

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Remediation Efforts to Address Identified Material Weaknesses in Internal Control over Financial Reporting

To address these material weaknesses management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting, and to provide processes and controls over the internal communications within the Company, financial reporting advisors, legal advisors, and independent registered public accounting firm. The Company’s efforts include the following:

●

The Company implemented additional procedures to ensure that all legal agreements are reviewed by management, third-party accounting advisors and legal advisors in their final drafts before such agreements are executed.

●

The Company implemented additional review procedures to ensure completeness and accuracy of financial data and accrued liabilities.

●

The Company utilized the expertise of outside financial reporting and valuation advisors to better evaluate the research and understanding of the nuances of the accounting standards that apply to the complex financial instrument.

●

The Company is implementing additional oversight of the cash availability for the Company’s operational needs.

We can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control Over Financial Reporting

Other than changes that have resulted from the material weakness remediation activities noted above, there has been no change in our internal control over financial reporting, during the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits.

Exhibit Number		Description
10.1		Promissory Note, dated January 22, 2024, issued by Monterrey Acquisition Sponsor, LLC.
10.2		Promissory Note, dated February 21, 2024, issued by Monterrey Acquisition Sponsor, LLC.
10.3		Promissory Note, dated February 27, 2024, issued by Monterrey Acquisition Sponsor, LLC.
10.4		Promissory Note, dated March 27, 2024, issued by Monterrey Acquisition Sponsor, LLC.
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

Table of Contents

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 thereunto duly authorized on this 14th day of May 2024.


MONTEREY CAPITAL ACQUISITION CORPORATION

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

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

Exhibit 10.1

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $80,000	Dated as of January 22, 2024
	New York, New York

Monterey Capital Acquisition Corporation, a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the principal amount of $80,000 (eighty thousand dollars) in lawful money of the United States of America, on the terms and conditions described below.

All payments on this Promissory Note (the “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 principal balance of this Note shall be payable by the Maker on the date on which Maker consummates an initial business combination (the “Maturity Date”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2.Interest. No interest shall accrue on the unpaid principal balance of this Note.

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.Conversion. On or before the Maturity Date, by providing written notice to Maker, any Payee may elect to convert any portion or all of such Payee’s amount outstanding under this Note into warrants to purchase shares of common stock of the Maker at a conversion price of $1.00 per warrant (the “Warrants”). Each Warrant shall contain terms identical to those of the warrants Maker issued in a private placement (the “Private Placement”) simultaneously with the closing of Maker’s initial public offering (the “IPO”) entitling the holder thereof to purchase one share of Class A common stock of Maker at an exercise price of $11.50 per share as more fully described in the prospectus filed with the Securities and Exchange Commission on May 12, 2022 in connection with the Maker’s IPO (the “Prospectus”).

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

(a)Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within 5 (five) business days of the date specified above.

(b)Voluntary Bankruptcy, Etc. The commencement by 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 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 Maker generally to pay its debts as such debts become due, or the taking of corporate action by 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 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 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 60 (sixty) consecutive days.

6.Remedies.

(a)Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to 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 Sections 5(b) and 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 Payee.

7.Waivers. 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 Payee under the terms of this Note, and all benefits that might accrue to 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 Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

8.Unconditional Liability. 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 Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by 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 Maker or affecting Maker’s liability hereunder.

9.Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or electronic transmission to the address designated in writing, or (ii) 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 electronic transmission, 1 (one) business day after delivery to an overnight courier service or 5 (five) days after mailing if sent by mail.

10.Construction. This Note shall be construed and enforced in accordance with the laws of Delaware, without regard to conflict of law provisions thereof.

11.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.

12.Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which the proceeds of the IPO, through which shares of the Maker were sold to the public (the “Public Shares”) (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement which occurred prior to the closing of the IPO were deposited, except for redemption, liquidation, and other rights, if any, the Payee may have in respect of Public Shares held by it, as described in greater detail in the Prospectus, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim relating to this Note against the trust account for any reason whatsoever.

13.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.

14.Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

[Signature page follows]

IN WITNESS WHEREOF, 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.

	Monterey Capital Acquisition Corporation


	By:	/s/ Bala Padmakumar
		Name: Bala Padmakumar
		Title: Chief Executive Officer

Exhibit 10.2

PROMISSORY NOTE

Principal Amount: $50,000	Dated as of February 21, 2024
	New York, New York

Monterey Capital Acquisition Corporation, a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the principal amount of $50,000 (fifty thousand dollars) in lawful money of the United States of America, on the terms and conditions described below.

2.Interest. No interest shall accrue on the unpaid principal balance of this Note.

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

(a)Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within 5 (five) business days of the date specified above.

(b)Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it

6.Remedies.

10.Construction. This Note shall be construed and enforced in accordance with the laws of Delaware, without regard to conflict of law provisions thereof.

13.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.

[Signature page follows]

IN WITNESS WHEREOF, 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.

	Monterey Capital Acquisition Corporation


	By:	/s/ Bala Padmakumar
		Name: Bala Padmakumar
		Title: Chief Executive Officer

Exhibit 10.3

PROMISSORY NOTE

Principal Amount: $100,000	Dated as of February 27, 2024
	New York, New York

Monterey Capital Acquisition Corporation, a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the principal amount of $100,000 (one hundred thousand dollars) in lawful money of the United States of America, on the terms and conditions described below.

2.Interest. No interest shall accrue on the unpaid principal balance of this Note.

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

(a)Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within 5 (five) business days of the date specified above.

(b)Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it

6.Remedies.

10.Construction. This Note shall be construed and enforced in accordance with the laws of Delaware, without regard to conflict of law provisions thereof.

13.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.

[Signature page follows]

IN WITNESS WHEREOF, 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.

	Monterey Capital Acquisition Corporation


	By:	/s/ Bala Padmakumar
		Name: Bala Padmakumar
		Title: Chief Executive Officer

Exhibit 10.4

PROMISSORY NOTE

Principal Amount: $150,000	Dated as of March 27, 2024
	New York, New York

Monterey Capital Acquisition Corporation, a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the principal amount of $150,000 (one hundred fifty thousand dollars) in lawful money of the United States of America, on the terms and conditions described below.

2.Interest. No interest shall accrue on the unpaid principal balance of this Note.

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

(a)Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within 5 (five) business days of the date specified above.

(b)Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it

6.Remedies.

10.Construction. This Note shall be construed and enforced in accordance with the laws of Delaware, without regard to conflict of law provisions thereof.

13.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.

[Signature page follows]

IN WITNESS WHEREOF, 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.

	Monterey Capital Acquisition Corporation


	By:	/s/ Bala Padmakumar
		Name: Bala Padmakumar
		Title: Chief Executive Officer

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bala Padmakumar, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of Monterey Capital Acquisition Corporation;

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;

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;

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 internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) and 15d-15(e)) for the registrant and have:

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 subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

[Intentionally omitted];

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

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

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 functions):

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

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

Date: May 14, 2024	By:	/s/ Bala Padmakumar
		Bala Padmakumar
		Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel Davis, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of Monterey Capital Acquisition Corporation;

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 the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

[Intentionally omitted];

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

Date: May 14, 2024	By:	/s/ Daniel Davis
		Daniel Davis
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Monterey Capital Acquisition Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bala Padmakumar, Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

the Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 14, 2024	/s/ Bala Padmakumar
	Name:	Bala Padmakumar
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Monterey Capital Acquisition Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel Davis, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

the Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 14, 2024	/s/ Daniel Davis
	Name:	Daniel Davis
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 14, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity Registrant Name	Monterey Capital Acquisition Corporation
Entity File Number	001-41389
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-2898342
Entity Address, Address Line One	419 Webster Street
Entity Address, City or Town	Monterey
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	93940
City Area Code	831
Local Phone Number	649-7388
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001895249
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one share of Class A common stock and one redeemable Warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one redeemable Warrant
Trading Symbol	MCACU
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	MCAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		7,147,247
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document and Entity Information
Title of 12(b) Security	Warrants, each exercisable for one share of Class A common stock for $11.50 per share
Trading Symbol	MCACW
Security Exchange Name	NASDAQ
Rights, each right receives one-tenth of one share of Class A Common Stock
Document and Entity Information
Title of 12(b) Security	Rights, each right receives one-tenth of one share of Class A common stock
Trading Symbol	MCACR
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		2,300,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 3,696	$ 5,947
Prepaid expenses	1,667	4,167
Income taxes receivable		62,192
Total current assets	5,363	72,306
Marketable securities held in Trust Account	80,714,142	78,702,824
Total assets	80,719,505	78,775,130
Current liabilities:
Accrued offering costs	55,201	55,201
Accrued expenses	3,561,897	3,115,876
Due to Sponsor - related party	$ 98,460	$ 68,460
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related party	Related party
Deferred credit - term extension fee funded by acquisition target company	$ 3,468,578	$ 2,491,431
Income taxes payable	162,491
Total current liabilities	8,911,084	6,915,425
Deferred underwriting fees payable	3,680,000	3,680,000
Forward Purchase Agreement liability	27,950,000	18,370,000
Total liabilities	40,541,084	28,965,425
Commitments, Contingencies (Note 8)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(40,291,815)	(28,923,896)
Total stockholders' deficit	(40,291,571)	(28,923,652)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	80,719,505	78,775,130
Related party
Current liabilities:
Convertible notes	1,119,457	739,457
Non-related party
Current liabilities:
Convertible notes	445,000	445,000
Class A common stock subject to possible redemption
Current liabilities:
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 7,238,125 shares subject to possible redemption issued and outstanding as of March 31, 2024 and December 31, 2023	80,469,992	78,733,357
Class A common stock not subject to possible redemption
Stockholders' Deficit:
Common stock	14	14
Class B common stock
Stockholders' Deficit:
Common stock	$ 230	$ 230

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, stock authorized (in shares)	1,000,000	1,000,000
Preferred stock, stock issued (in shares)	0	0
Preferred stock, stock outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, stock authorized (in shares)	100,000,000	100,000,000
Common stock, stock issued (in shares)	7,376,125	7,376,125
Common stock, stock outstanding (in shares)	7,376,125	7,376,125
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption stock, stock authorized (in shares)	100,000,000	100,000,000
Class A common stock subject to possible redemption, issued (in shares)	7,238,125	7,238,125
Class A common stock subject to possible redemption stock, stock outstanding (in shares)	7,238,125	7,238,125
Class A common stock not subject to possible redemption
Common stock, stock issued (in shares)	138,000	138,000
Common stock, stock outstanding (in shares)	138,000	138,000
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, stock authorized (in shares)	10,000,000	10,000,000
Common stock, stock issued (in shares)	2,300,000	2,300,000
Common stock, stock outstanding (in shares)	2,300,000	2,300,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
General and administrative expenses	$ 860,772	$ 809,927
Loss from operations	(860,772)	(809,927)
Other income (expense):
Dividend and interest income	1,034,171	998,900
Loss on change in fair value of Forward Purchase Agreement liability	(9,580,000)	(560,000)
Loss before income taxes	(9,406,601)	(371,027)
Income tax provision	(224,683)	(214,510)
Net Loss	$ (9,631,284)	$ (585,537)
Class A common stock
Other income (expense):
Weighted average shares outstanding, basic	138,000	138,000
Weighted average shares outstanding, diluted	138,000	138,000
Basic net loss per share	$ (1.00)	$ (0.05)
Diluted net loss per share	$ (1.00)	$ (0.05)
Class A common stock subject to possible redemption
Other income (expense):
Weighted average shares outstanding, basic	7,238,125	9,200,000
Weighted average shares outstanding, diluted	7,238,125	9,200,000
Basic net loss per share	$ (1.00)	$ (0.05)
Diluted net loss per share	$ (1.00)	$ (0.05)
Class A common stock not subject to redemption
Other income (expense):
Weighted average shares outstanding, basic	138,000	138,000
Weighted average shares outstanding, diluted	138,000	138,000
Basic net loss per share	$ (1.00)	$ (0.05)
Diluted net loss per share	$ (1.00)	$ (0.05)
Class B common stock
Other income (expense):
Weighted average shares outstanding, basic	2,300,000	2,300,000
Weighted average shares outstanding, diluted	2,300,000	2,300,000
Basic net loss per share	$ (1.00)	$ (0.05)
Diluted net loss per share	$ (1.00)	$ (0.05)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class A common stock subject to possible redemption Common Stock	Class A common stock subject to possible redemption	Class B common stock Common Stock	Accumulated Deficit	Total
Balance at the beginning (in shares) at Dec. 31, 2022		9,200,000
Balance at the beginning at Dec. 31, 2022		$ 93,768,637	$ 93,768,637
Increase (Decrease) in Temporary Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned		$ 731,188
Balance at the end (in shares) at Mar. 31, 2023		9,200,000
Balance at the end at Mar. 31, 2023		$ 94,499,825
Balance at the beginning (in shares) at Dec. 31, 2022	138,000			2,300,000
Balance at the beginning at Dec. 31, 2022	$ 14			$ 230	$ (8,054,804)	$ (8,054,560)
Increase (Decrease) in Stockholders' Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned					(731,188)	(731,188)
Net loss					(585,537)	(585,537)
Balance at the end (in shares) at Mar. 31, 2023	138,000			2,300,000
Balance at the end at Mar. 31, 2023	$ 14			$ 230	(9,371,528)	(9,371,284)
Balance at the beginning (in shares) at Dec. 31, 2022		9,200,000
Balance at the beginning at Dec. 31, 2022		$ 93,768,637	93,768,637
Increase (Decrease) in Temporary Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned			3,434,458
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments			$ 2,491,431
Balance at the end (in shares) at Dec. 31, 2023		7,238,125	7,238,125
Balance at the end at Dec. 31, 2023		$ 78,733,357	$ 78,733,357
Balance at the beginning (in shares) at Dec. 31, 2022	138,000			2,300,000
Balance at the beginning at Dec. 31, 2022	$ 14			$ 230	(8,054,804)	(8,054,560)
Balance at the end (in shares) at Dec. 31, 2023	138,000			2,300,000
Balance at the end at Dec. 31, 2023	$ 14			$ 230	(28,923,896)	(28,923,652)
Increase (Decrease) in Temporary Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned		759,488	759,488
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments		$ 977,147	$ 977,147
Balance at the end (in shares) at Mar. 31, 2024		7,238,125	7,238,125
Balance at the end at Mar. 31, 2024		$ 80,469,992	$ 80,469,992
Increase (Decrease) in Stockholders' Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned					(759,488)	(759,488)
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments					(977,147)	(977,147)
Net loss					(9,631,284)	(9,631,284)
Balance at the end (in shares) at Mar. 31, 2024	138,000			2,300,000
Balance at the end at Mar. 31, 2024	$ 14			$ 230	$ (40,291,815)	$ (40,291,571)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (9,631,284)	$ (585,537)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend and interest income	(1,034,171)	(998,900)
Loss on change in fair value of Forward Purchase Agreement liability	9,580,000	560,000
Changes in current assets and liabilities:
Prepaid expenses	2,500	5,629
Accrued expenses	446,021	452,212
Due to Sponsor - related party	30,000	10,000
Income taxes payable	224,683	214,510
Net cash used in operating activities	(382,251)	(342,086)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(977,147)
Redemption of investments in Trust Account for franchise and income taxes		200,000
Net cash provided by (used in) investing activities	(977,147)	200,000
Cash Flows from Financing Activities:
Term extension fees paid by target company	977,147
Payment of offering costs on Public Units		(100,000)
Proceeds from convertible notes - related party	380,000	243,000
Net cash provided by financing activities	1,357,147	143,000
Net change in cash	(2,251)	914
Cash - beginning of period	5,947	5,938
Cash - end of period	3,696	6,852
Supplemental Disclosure of noncash information:
Accretion to redemption value of Class A Common stock subject to possible redemption	$ 1,736,635	$ 731,188

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

3 Months Ended

Mar. 31, 2024

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

MONTEREY CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN

Nature of Operations

The Company selected December 31 as its fiscal year end. The Company’s sponsor is Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

Proposed Business Combination

shares of MCAC Common Stock, subject to an upward adjustment depending on the extent to which MCAC’s transaction expenses exceed $8,000,000.

In the event the Merger Agreement is terminated in certain of the circumstances described above, MCAC will be obligated to reimburse ConnectM for up to $1,200,000 of its transaction expenses.

In connection with the proposed business combination with ConnectM, MCAC has entered and plans to enter into certain related agreements, including the below.

Sponsor Support Agreement

Company Stockholder Support Agreement

Lock-Up Agreement/Transfer Restrictions

2023 Equity Incentive Plan

Amended and Restated Registration Rights Agreement

Forward Purchase Agreement

Going Concern Consideration

Risks and Uncertainties

Inflation Reduction Act of 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Emerging Growth Company

Offering Costs

Business Combination Costs

Net Loss per share of Common Stock

A reconciliation of net loss per share is as follows for the three months ended March 31, 2024:


	Class A
	subject to
	possible
	redemption		Class A		Class B		Totals
Allocation of undistributable losses		(7,204,583)		(137,360)		(2,289,341)		(9,631,284)
Net loss to common stock	$	(7,204,583)	$	(137,360)	$	(2,289,341)	$	(9,631,284)

Weighted average shares outstanding, basic and diluted		7,238,125		138,000		2,300,000		—

Basic and diluted net loss per share	$	(1.00)	$	(1.00)	$	(1.00)		—

A reconciliation of net loss per share is as follows for the three months ended March 31, 2023:


	Class A
	subject to
	possible
	redemption		Class A		Class B		Totals
Allocation of undistributable losses		(462,875)		(6,943)		(115,719)		(585,537)
Net loss to common stock	$	(462,875)	$	(6,943)	$	(115,719)	$	(585,537)

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

Basic and diluted net loss per share	$	(0.05)	$	(0.05)	$	(0.05)		—

Marketable Securities Held in Trust Account

Fair Value of Financial Instruments

Concentration of Credit Risk

Share-Based Payment Arrangements

Class A Common Stock Subject to Possible Redemption

The reconciliation of Class A common stock subject to possible redemption as of March 31, 2024 and December 31, 2023 is as follows:


Gross proceeds from sale of Public Units	$	92,000,000
Less: Proceeds allocated to Public Warrants (Note 3)		(1,613,009)
Less: Proceeds allocated to Rights (Note 3)		(4,301,659)
Less: Proceeds allocated to underwriter’s overallotment option (Note 7)		(52,147)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(8,139,659)
Accretion to redemption value of Class A common stock subject to possible redemption		15,026,474
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		848,637
Class A common stock subject to possible redemption as of December 31, 2022	$	93,768,637
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments		2,491,431
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		3,434,458
Less: Redemption of Class A common stock		(20,961,169)
Class A common stock subject to possible redemption as of December 31, 2023	$	78,733,357
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments		977,147
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		759,488
Class A common stock subject to possible redemption as of March 31, 2024	$	80,469,992

Derivative Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

As of March 31, 2024 and December 31, 2023, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account.

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three months ended March 31, 2024.


	Forward
	Purchase
	Agreement
	Liability
Balance at January 1, 2024	$	18,370,000
Change in fair value of Forward Purchase Agreement Liability		9,580,000
Balance at March 31, 2024	$	27,950,000

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three months ended March 31, 2023.


	Forward
	Purchase
	Agreement
	Liability
Balance at January 1, 2023	$	2,770,000
Change in fair value of Forward Purchase Agreement Liability		560,000
Balance at March 31, 2023	$	3,330,000

Working Capital Loan

Due to Sponsor – related party

Income Taxes

Recent Accounting Standards

INITIAL PUBLIC OFFERING

3 Months Ended

Mar. 31, 2024

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

PRIVATE PLACEMENT

3 Months Ended

Mar. 31, 2024

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Kathy Cuocolo, Leela Gray and Stephen Markscheid, the independent directors of MCAC.

Working Capital Loans

Administrative Support Agreement

CONVERTIBLE NOTES

3 Months Ended

Mar. 31, 2024

CONVERTIBLE NOTES

CONVERTIBLE NOTES

NOTE 6 — CONVERTIBLE NOTES

INCOME TAXES

3 Months Ended

Mar. 31, 2024

INCOME TAXES

INCOME TAXES

NOTE 7 — INCOME TAXES

The Company’s effective tax rate (“ETR”) is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 8 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

Other Commitments and Contingencies

STOCKHOLDERS' EQUITY (DEFICIT)

3 Months Ended

Mar. 31, 2024

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)

NOTE 9 — STOCKHOLDERS’ EQUITY (DEFICIT)

The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and

●

STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2024

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 10 — STOCK-BASED COMPENSATION

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11 — SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Emerging Growth Company

Offering Costs

Business Combination Costs

Net Loss per share of Common Stock

A reconciliation of net loss per share is as follows for the three months ended March 31, 2024:


	Class A
	subject to
	possible
	redemption		Class A		Class B		Totals
Allocation of undistributable losses		(7,204,583)		(137,360)		(2,289,341)		(9,631,284)
Net loss to common stock	$	(7,204,583)	$	(137,360)	$	(2,289,341)	$	(9,631,284)

Weighted average shares outstanding, basic and diluted		7,238,125		138,000		2,300,000		—

Basic and diluted net loss per share	$	(1.00)	$	(1.00)	$	(1.00)		—

A reconciliation of net loss per share is as follows for the three months ended March 31, 2023:


	Class A
	subject to
	possible
	redemption		Class A		Class B		Totals
Allocation of undistributable losses		(462,875)		(6,943)		(115,719)		(585,537)
Net loss to common stock	$	(462,875)	$	(6,943)	$	(115,719)	$	(585,537)

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

Basic and diluted net loss per share	$	(0.05)	$	(0.05)	$	(0.05)		—

Marketable Securities Held in Trust Account

Fair Value of Financial Instruments

Concentration of Credit Risk

Share-Based Payment Arrangements

Class A Common Stock Subject to Possible Redemption

The reconciliation of Class A common stock subject to possible redemption as of March 31, 2024 and December 31, 2023 is as follows:


Gross proceeds from sale of Public Units	$	92,000,000
Less: Proceeds allocated to Public Warrants (Note 3)		(1,613,009)
Less: Proceeds allocated to Rights (Note 3)		(4,301,659)
Less: Proceeds allocated to underwriter’s overallotment option (Note 7)		(52,147)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(8,139,659)
Accretion to redemption value of Class A common stock subject to possible redemption		15,026,474
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		848,637
Class A common stock subject to possible redemption as of December 31, 2022	$	93,768,637
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments		2,491,431
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		3,434,458
Less: Redemption of Class A common stock		(20,961,169)
Class A common stock subject to possible redemption as of December 31, 2023	$	78,733,357
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments		977,147
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		759,488
Class A common stock subject to possible redemption as of March 31, 2024	$	80,469,992

Derivative Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

As of March 31, 2024 and December 31, 2023, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account.

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three months ended March 31, 2024.


	Forward
	Purchase
	Agreement
	Liability
Balance at January 1, 2024	$	18,370,000
Change in fair value of Forward Purchase Agreement Liability		9,580,000
Balance at March 31, 2024	$	27,950,000

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three months ended March 31, 2023.


	Forward
	Purchase
	Agreement
	Liability
Balance at January 1, 2023	$	2,770,000
Change in fair value of Forward Purchase Agreement Liability		560,000
Balance at March 31, 2023	$	3,330,000

Working Capital Loan

Due to Sponsor - related party

Due to Sponsor – related party

Income Taxes

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of reconciliation of net loss per share

A reconciliation of net loss per share is as follows for the three months ended March 31, 2024:


	Class A
	subject to
	possible
	redemption		Class A		Class B		Totals
Allocation of undistributable losses		(7,204,583)		(137,360)		(2,289,341)		(9,631,284)
Net loss to common stock	$	(7,204,583)	$	(137,360)	$	(2,289,341)	$	(9,631,284)

Weighted average shares outstanding, basic and diluted		7,238,125		138,000		2,300,000		—

Basic and diluted net loss per share	$	(1.00)	$	(1.00)	$	(1.00)		—

A reconciliation of net loss per share is as follows for the three months ended March 31, 2023:


	Class A
	subject to
	possible
	redemption		Class A		Class B		Totals
Allocation of undistributable losses		(462,875)		(6,943)		(115,719)		(585,537)
Net loss to common stock	$	(462,875)	$	(6,943)	$	(115,719)	$	(585,537)

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

Basic and diluted net loss per share	$	(0.05)	$	(0.05)	$	(0.05)		—

Schedule of reconciliation of Class A common stock subject to possible redemption

The reconciliation of Class A common stock subject to possible redemption as of March 31, 2024 and December 31, 2023 is as follows:


Gross proceeds from sale of Public Units	$	92,000,000
Less: Proceeds allocated to Public Warrants (Note 3)		(1,613,009)
Less: Proceeds allocated to Rights (Note 3)		(4,301,659)
Less: Proceeds allocated to underwriter’s overallotment option (Note 7)		(52,147)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(8,139,659)
Accretion to redemption value of Class A common stock subject to possible redemption		15,026,474
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		848,637
Class A common stock subject to possible redemption as of December 31, 2022	$	93,768,637
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments		2,491,431
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		3,434,458
Less: Redemption of Class A common stock		(20,961,169)
Class A common stock subject to possible redemption as of December 31, 2023	$	78,733,357
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments		977,147
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned		759,488
Class A common stock subject to possible redemption as of March 31, 2024	$	80,469,992

Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis


	Forward
	Purchase
	Agreement
	Liability
Balance at January 1, 2024	$	18,370,000
Change in fair value of Forward Purchase Agreement Liability		9,580,000
Balance at March 31, 2024	$	27,950,000


	Forward
	Purchase
	Agreement
	Liability
Balance at January 1, 2023	$	2,770,000
Change in fair value of Forward Purchase Agreement Liability		560,000
Balance at March 31, 2023	$	3,330,000

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN (Details)													3 Months Ended
	May 10, 2024 USD ($)	May 07, 2024 USD ($) item $ / shares	Apr. 13, 2024 USD ($)	Apr. 11, 2024 USD ($)	Mar. 11, 2024 USD ($)	Feb. 09, 2024 USD ($)	Jan. 08, 2024 USD ($)	Dec. 11, 2023 USD ($)	Nov. 09, 2023 USD ($)	Nov. 06, 2023 USD ($) item $ / shares shares	May 09, 2023 USD ($)	May 13, 2022 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) item $ / shares shares	Nov. 13, 2023	Aug. 13, 2023	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Aug. 11, 2023 USD ($)
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of initial businesses combination minimum \| item													1
Maximum number of times that the period to consummate the initial business combination can be extended \| item										6
Term by which the period to consummate initial business combination shall be extended each time										1 month
Maximum payment to be made by ConnectM for each monthly extension										$ 414,000
Maximum payment for each then-outstanding share of Common Stock to be made by ConnectM for each monthly extension \| $ / shares										$ 0.045
Amount held in trust account													$ 80,714,142				$ 78,702,824
Common stock, par value (in dollars per share) \| $ / shares													$ 0.0001
Exercise price of warrant (in dollars per share) \| $ / shares													$ 1.00
Transaction costs													$ 8,698,910
Underwriting fees													920,000
Deferred underwriting commissions payable to underwriter													3,680,000
Estimated fair value of representative share													622,882
Fair value of transferred units												$ 2,508,632	2,508,632
Other offering costs													967,396
Cash													3,696				5,947
Shares subject to possible redemption, transaction costs													8,139,659
Investment of cash into Trust Account													$ 977,147
Investments maximum maturity term												185 days
Threshold minimum aggregate fair market value of asset held in trust account (in percent)													80.00%
Ownership interest to be acquired on post-transaction company													50.00%
Minimum net tangible asset up on consummation of business combination													$ 5,000,001
Maximum percentage of shares that can be redeemed without prior consent of the Company													15.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)													100.00%
Current extension period	1 month			1 month	1 month	1 month	1 month	1 month	1 month	1 month
Additional extension payment by connect	$ 315,416		$ 325,715	$ 325,715	$ 325,715	$ 325,715	$ 325,715	$ 325,715	$ 325,715
Threshold period to complete business combination													24 months
Extended period to consummate initial business combination														3 months	3 months
First Extension Payment											$ 920,000
Deferred credit recognized for First Extension Payment																		$ 920,000
Deferred credit - term extension fee funded by acquisition target company											$ 920,000		$ 3,468,578				$ 2,491,431
Deferred credit recognized for Second Extension Payment																		$ 920,000
Maximum amount of interest and dividends earned in trust account													100,000
Redemption of investments in Trust Account for franchise taxes													1,588,710
Working Capital Loans received from ConnectM													0
Withdrew dividend and interest income earned from Trust Account													0			$ 200,000
First Amendment
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Maximum number of times that the period to consummate the initial business combination can be extended \| item										6
Term by which the period to consummate initial business combination shall be extended each time										1 month
Maximum payment to be made by ConnectM for each monthly extension										$ 414,000
Aggregate payment to be made by ConnectM for all monthly extensions										$ 2,484,000
Number of monthly extensions available to consummate initial business combination \| item										6
Maximum payment for each then-outstanding share of Common Stock to be made by ConnectM for each monthly extension \| $ / shares										$ 0.045
Current extension period										1 month
Second Amendment
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Maximum number of times that the period to consummate the initial business combination can be extended \| item		6
Term by which the period to consummate initial business combination shall be extended each time		1 month
Maximum payment to be made by ConnectM for each monthly extension		$ 325,715								$ 325,715
Aggregate payment to be made by ConnectM for all monthly extensions										$ 1,954,290
Maximum payment for each then-outstanding share of Common Stock to be made by ConnectM for each monthly extension \| $ / shares		$ 0.045
Maximum term upto which the period to consummate the initial business combination will be extended										6 months
Sponsor \| Working capital loans
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Outstanding working capital loan													$ 1,119,457
Class A common stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Common stock, par value (in dollars per share) \| $ / shares													$ 0.0001				$ 0.0001
Purchase of shares \| shares												138,000
Class A common stock subject to possible redemption
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares redeemed \| shares										1,961,875
Class A common stock subject to possible redemption \| First Amendment
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares redeemed \| shares										1,961,875
Amount removed from Trust Account for redemption										$ 20,961,169
Redemption price per share \| $ / shares										$ 10.68
Class A common stock subject to possible redemption \| Second Amendment
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares redeemed \| shares										228,878
Amount removed from Trust Account for redemption										$ 2,567,092
Redemption price per share \| $ / shares										$ 11.22
Warrants \| Class A common stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares issuable per warrant \| shares													1				1
Exercise price of warrant (in dollars per share) \| $ / shares													$ 11.50				$ 11.50
Public Warrants
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Warrants, transaction costs													$ 152,515
Warrant Rights
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of common shares unit \| shares												0.1
Warrants, transaction costs													$ 406,736
Initial public offering
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of units sold \| shares												9,200,000
Number of common shares unit \| shares												0.10
Purchase price (in dollars per share) \| $ / shares												$ 10.00
Proceeds from issuance initial public offering												$ 92,000,000
Estimated fair value of representative share												622,882
Cash												$ 923,563
Share price per unit \| $ / shares												$ 10.10
Investment of cash into Trust Account												$ 92,920,000
Initial public offering \| Anchor investor
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Purchase price (in dollars per share) \| $ / shares												$ 10.00
Number of shares issued \| shares												600,000
Share price per unit \| $ / shares												$ 0.009
Purchase of shares \| shares												9,108,000
Initial public offering \| Class A common stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares in a unit \| shares												1
Common stock, par value (in dollars per share) \| $ / shares												$ 0.0001
Initial public offering \| Warrants
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Exercise price of warrant (in dollars per share) \| $ / shares												$ 11.50
Initial public offering \| Warrants \| Class A common stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of warrants in a unit \| shares												1
Number of shares issuable per warrant \| shares												1
Initial public offering \| Public Warrants
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of warrants in a unit \| shares												1
Initial public offering \| Public Warrants \| Class A common stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares issuable per warrant \| shares												1
Exercise price of warrant (in dollars per share) \| $ / shares												$ 11.50
Private Placement \| Private placement warrants \| Sponsor
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Sale of Private Placement Warrants (in shares) \| shares												3,040,000
Price of warrant (in dollars per share) \| $ / shares												$ 1.00
Aggregate purchase price												$ 3,040,000
Private Placement \| Private placement warrants \| Class A common stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares issuable per warrant \| shares												1
Over-allotment option
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of units sold \| shares												1,200,000

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN - Proposed Business Combination (Details)		3 Months Ended
	Nov. 06, 2023 USD ($) shares	Mar. 31, 2024 USD ($) product $ / shares shares	Dec. 31, 2023 USD ($) $ / shares
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Common stock, par value (in dollars per share)		$ 0.0001
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Amount held in trust account \| $		$ 80,714,142	$ 78,702,824
Exercise tax liability \| $	$ 209,612
Class A common stock subject to possible redemption
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares redeemed \| shares	1,961,875
Value of common stock redeemed \| $	$ 20,961,169
2023 Equity Incentive Plan
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Initial aggregate share reserve percentage on common stock		10.00%
Aggregate share reserve percentage on common stock outstanding on the final day of the immediately preceding calendar year		4.00%
Forward Purchase Agreement Liability
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Maximum forward purchase transaction amount \| $		$ 75,000
Quarterly fee paid \| $		$ 5,000
Share price		$ 0.05
Disposition of share price		$ 0.03
Forward Purchase Agreement Liability \| Meteora
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Threshold trading days		20 days
Threshold trading day period		30 days
Period after closing date		30 days
Estimated redemption price per share		$ 11.12
Amount held in trust account \| $		$ 80,714,142
Estimated income and franchise taxes to be paid \| $		$ 244,150
Minimum beneficial ownership percentage by Meteora on a post-merger pro forma basis		9.90%
Percentage of prepayment shortfall		1.00%
Amount of consideration equal to the product \| $		$ 40,000
Percentage of proceeds from sales equals to prepayment shortfall		100.00%
Minimum VWAP per share		$ 7.50
Trading day period prior to maturity date for calculating VWAP price per share		10 days
Number used to calculate product \| product		3
Number of shares used to calculate product for consideration in shares \| shares		6,600,000
Minimum period for penalty shares to be freely tradable		45 days
Documented fees and expenses \| $		$ 75,000
Amount to be paid in case of termination of agreement \| $		$ 500,000
Forward Purchase Agreement Liability \| Meteora \| Minimum
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
VWAP Triggered price per share		$ 5.00
Unsold share price if maturity consideration in cash		2.00
Unsold share price if maturity consideration in shares		$ 2.00
Forward Purchase Agreement Liability \| Meteora \| Maximum
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares to be issued \| shares		6,600,000
Unsold share price if maturity consideration in cash		$ 2.50
Unsold share price if maturity consideration in shares		$ 2.50
Amount of indebtedness \| $		$ 25,000,000.0
ConnectM
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Common stock, par value (in dollars per share)		$ 0.0001
Preferred stock, par value (in dollars per share)		$ 0.0001
Number of shares issued as merger consideration \| shares		14,500,000
Transaction expenses \| $		$ 8,000,000
Cure period		30 days
Period for written notice		2 days
Period for written notice given by Acquiree		15 days
Reimbursement of transaction expenses \| $		$ 1,200,000
ConnectM \| Lock-Up Agreement/Transfer Restrictions
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Period agreed for not to transfer any shares of common stock		180 days
Price of stock equals for not to transfer any shares of common stock		$ 16.50
Threshold trading days		20 days
Threshold trading day period		30 days
Period after closing date		150 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended		12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business combination costs	$ 600,000	$ 400,000
Forward purchase agreement liability	$ (9,580,000)	(560,000)
Exercise price of warrants \| $ / shares	$ 1.00
Redemption value of dissolution expenses	$ 100,000
Estimated dissolution expenses paid from interest earned	100,000
Forward Purchase Agreement Liability
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Forward purchase agreement liability	$ 9,580,000	560,000
Forward Purchase Agreement Liability \| Level 3 \| Volatility
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Measurement Input	59.7		41.7
Forward Purchase Agreement Liability \| Level 3 \| Discount Rate
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Measurement Input	4.4		4.0
Meteora Holding \| Forward Purchase Agreement Liability
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units to be purchased pursuant to agreement \| shares				6,600,000
Fair value of put option	$ 27,950,000		$ 18,370,000
Forward purchase agreement liability	$ 9,580,000	$ 560,000
Meteora Holding \| Forward Purchase Agreement Liability \| Level 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units to be purchased pursuant to agreement \| shares	6,600,000		6,600,000
Purchase price, per unit \| $ / shares	$ 13.12		$ 12.88
Estimated contractual maturity period	3 years 1 month 13 days		3 years 3 months
Percentage of completion of business combination	90.00%		80.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of net loss per share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses	$ (9,631,284)	$ (585,537)
Net loss to common stock	(9,631,284)	(585,537)
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses	(7,204,583)	(462,875)
Net loss to common stock	$ (7,204,583)	$ (462,875)
Weighted average shares outstanding, basic	7,238,125	9,200,000
Weighted average shares outstanding, diluted	7,238,125	9,200,000
Basic net loss per share	$ (1.00)	$ (0.05)
Diluted net loss per share	$ (1.00)	$ (0.05)
Class A Common Stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses	$ (137,360)	$ (6,943)
Net loss to common stock	$ (137,360)	$ (6,943)
Weighted average shares outstanding, basic	138,000	138,000
Weighted average shares outstanding, diluted	138,000	138,000
Basic net loss per share	$ (1.00)	$ (0.05)
Diluted net loss per share	$ (1.00)	$ (0.05)
Class B Common Stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses	$ (2,289,341)	$ (115,719)
Net loss to common stock	$ (2,289,341)	$ (115,719)
Weighted average shares outstanding, basic	2,300,000	2,300,000
Weighted average shares outstanding, diluted	2,300,000	2,300,000
Basic net loss per share	$ (1.00)	$ (0.05)
Diluted net loss per share	$ (1.00)	$ (0.05)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A Common Stock Subject to Possible redemption (Details) - Class A common stock subject to possible redemption - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds from sale of Public Units			$ 92,000,000
Less: Proceeds allocated to Public Warrants			(1,613,009)
Less: Proceeds allocated to Rights			(4,301,659)
Less: Proceeds allocated to underwriter's overallotment option			(52,147)
Less: Issuance costs allocated to Class A common stock subject to possible redemption			(8,139,659)
Accretion to redemption value of Class A common stock subject to possible redemption			15,026,474
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned	$ 759,488	$ 3,434,458	848,637
Balance at the beginning	78,733,357	93,768,637
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments	977,147	2,491,431
Redemptions of Class A common stock shares		(20,961,169)
Balance at the end	$ 80,469,992	$ 78,733,357	$ 93,768,637

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Level 3 liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Changes in Level 3 liabilities
Loss on change in fair value of Forward Purchase Agreement liability	$ (9,580,000)	$ (560,000)
Forward Purchase Agreement Liability
Changes in Level 3 liabilities
Fair value beginning balance	18,370,000	2,770,000
Loss on change in fair value of Forward Purchase Agreement liability	9,580,000	560,000
Fair value ending balance	$ 27,950,000	$ 3,330,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Due to Sponsor - related party (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Related party	$ 98,460	$ 68,460
Unpaid monthly administrative service fees
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Related party		63,600
Sponsor
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Related party	$ 98,460	68,460
Sponsor \| Working capital loans
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Debt instrument convertible conversion price1	$ 1.00
Sponsor \| Unpaid monthly administrative service fees
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Related party			$ 93,600
Sponsor \| Cash collected in connection with sale of founder shares to anchor investors
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Related party	$ 4,860	$ 4,860

INITIAL PUBLIC OFFERING (Details) - $ / shares		3 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	May 13, 2022	Mar. 31, 2024	Dec. 31, 2023
INITIAL PUBLIC OFFERING
Common stock, par value (in dollars per share)		$ 0.0001
Exercise price of warrants		1.00
Class A common stock
INITIAL PUBLIC OFFERING
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Public Warrants
INITIAL PUBLIC OFFERING
Public warrants exercisable term after the completion of a business combination		30 days
Public warrants expiration term		5 years
Warrants
INITIAL PUBLIC OFFERING
Public warrants exercisable term after the completion of a business combination	30 days
Public warrants expiration term	5 years
Warrants \| Class A common stock
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant		1	1
Exercise price of warrants		$ 11.50	$ 11.50
Initial public offering
INITIAL PUBLIC OFFERING
Number of units sold	9,200,000
Purchase price, per unit	$ 10.00
Number of rights in a unit	one
Number of common shares unit	0.10
Initial public offering \| Class A common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Common stock, par value (in dollars per share)	$ 0.0001
Initial public offering \| Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	1
Initial public offering \| Public Warrants \| Class A common stock
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Initial public offering \| Warrants
INITIAL PUBLIC OFFERING
Exercise price of warrants	$ 11.50
Initial public offering \| Warrants \| Class A common stock
INITIAL PUBLIC OFFERING
Number of warrants in a unit	1
Number of shares issuable per warrant	1

PRIVATE PLACEMENT (Details) - Private Placement - Private placement warrants	May 13, 2022 USD ($) $ / shares shares
Class A common stock
PRIVATE PLACEMENT
Number of shares per warrant	1
Sponsor
PRIVATE PLACEMENT
Warrants exercisable to purchase Class A ordinary shares	3,040,000
Price of warrants \| $ / shares	$ 1.00
Aggregate purchase price \| $	$ 3,040,000

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)				1 Months Ended
	May 13, 2022	May 10, 2022	Oct. 28, 2021	Oct. 31, 2021	Mar. 31, 2024	Dec. 31, 2023
RELATED PARTY TRANSACTIONS
Common shares, par value (in dollars per share)					$ 0.0001
Related party					$ 98,460	$ 68,460
Class B common stock
RELATED PARTY TRANSACTIONS
Common shares, par value (in dollars per share)					$ 0.0001	$ 0.0001
Common stock, stock outstanding (in shares)					2,300,000	2,300,000
Sponsor
RELATED PARTY TRANSACTIONS
Related party					$ 98,460	$ 68,460
Sponsor \| Class B common stock
RELATED PARTY TRANSACTIONS
Stock transferred to others				25,000
Founder shares
RELATED PARTY TRANSACTIONS
Common stock, stock outstanding (in shares)		2,300,000
Shares subject to forfeiture		300,000
Shares are no longer subject to forfeiture	300,000
Founder shares \| Sponsor
RELATED PARTY TRANSACTIONS
Number of shares surrendered		575,000
Consideration of shares surrendered for cancellations		$ 0
Founder shares \| Sponsor \| Class B common stock
RELATED PARTY TRANSACTIONS
Issuance of Representative Shares				$ 25,000
Purchase price, per unit				$ 0.009
Number of shares issued				2,875,000
Common shares, par value (in dollars per share)				$ 0.0001
Number of shares surrendered		575,000
Consideration of shares surrendered for cancellations		$ 0
Common stock, stock outstanding (in shares)					2,300,000
Shares subject to forfeiture				300,000
Shares are no longer subject to forfeiture	300,000
Related party					$ 4,860	$ 4,860
Founder shares \| Sponsor \| Class B common stock \| Independent directors
RELATED PARTY TRANSACTIONS
Stock transferred to others			25,000
Founder shares \| Sponsor \| Class B common stock \| Anchor investor
RELATED PARTY TRANSACTIONS
Stock transferred to others	60,000
Founder shares \| Sponsor \| Class B common stock \| Ten anchor investors
RELATED PARTY TRANSACTIONS
Stock transferred to others	600,000

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
RELATED PARTY TRANSACTIONS
Related party	$ 98,460		$ 68,460
Sponsor
RELATED PARTY TRANSACTIONS
Related party	98,460		68,460
Working capital loans \| Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note	380,000
Maximum loans convertible into warrants	$ 1,500,000
Debt instrument convertible conversion price1	$ 1.00
Convertible notes	$ 1,119,457		739,457
Administrative support agreement \| Sponsor
RELATED PARTY TRANSACTIONS
Expenses per month	10,000
Expenses incurred	30,000	$ 30,000
Related party	$ 93,600		$ 63,600

CONVERTIBLE NOTES (Details) - USD ($)	3 Months Ended
CONVERTIBLE NOTES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
CONVERTIBLE NOTES
Proceeds from convertible note	$ 0
Convertible note
CONVERTIBLE NOTES
Convertible notes	$ 445,000	$ 445,000

INCOME TAXES (Details)	3 Months Ended
INCOME TAXES (Details)	Mar. 31, 2024	Mar. 31, 2023
INCOME TAXES
Effective tax rate	(2.40%)	(57.80%)
Statutory Federal Tax	21.00%	21.00%

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	May 13, 2022	Mar. 31, 2024
COMMITMENTS AND CONTINGENCIES
Cash underwriting discount per unit	$ 0.10
Payment of underwriter discount	$ 920,000
Deferred fee per unit		$ 0.40
Deferred underwriting commissions payable to underwriter		$ 3,680,000
Forward Purchase Agreement Liability
COMMITMENTS AND CONTINGENCIES
Maximum forward purchase transaction amount		75,000
Quarterly fee paid		$ 5,000
Share price		$ 0.05
Disposition of share price		$ 0.03
Additional fees and expenses paid		$ 75,000
Termination fees		$ 500,000
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Underwriting option period	45 days
Number of units sold	1,200,000
Underwriter \| Class A common stock
COMMITMENTS AND CONTINGENCIES
Number of shares issued		138,000

STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock (Details)		3 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock (Details)	May 10, 2022 USD ($) shares	Mar. 31, 2024 Vote $ / shares shares	Dec. 31, 2023 $ / shares shares	May 13, 2022 shares	Oct. 31, 2021 $ / shares shares	Oct. 06, 2021 shares
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Percentage of founder shares	20.00%
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Founder shares
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, shares outstanding (in shares)	2,300,000
Shares subject to forfeiture	300,000
Shares are no longer subject to forfeiture				300,000
Sponsor \| Founder shares
STOCKHOLDERS' EQUITY (DEFICIT)
Number of shares surrendered	575,000
Consideration of shares surrendered for cancellations \| $	$ 0
Class A common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, shares authorized (in shares)		100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote		1
Common stock, shares issued (in shares)		7,376,125	7,376,125
Common stock, shares outstanding (in shares)		7,376,125	7,376,125
Class B common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, shares authorized (in shares)		10,000,000	10,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote		1
Common stock, shares issued (in shares)		2,300,000	2,300,000
Common stock, shares outstanding (in shares)		2,300,000	2,300,000
Class B common stock \| Sponsor
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, shares issued (in shares)						2,875,000
Class B common stock \| Sponsor \| Founder shares
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001
Common stock, shares outstanding (in shares)		2,300,000
Number of shares surrendered	575,000
Consideration of shares surrendered for cancellations \| $	$ 0
Shares subject to forfeiture					300,000
Shares are no longer subject to forfeiture				300,000
Class A common stock subject to possible redemption
STOCKHOLDERS' EQUITY (DEFICIT)
Number of shares subject to redemption		7,238,125	7,238,125

STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details)		3 Months Ended	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details)	May 13, 2022	Mar. 31, 2024 D $ / shares shares	Dec. 31, 2023 $ / shares shares
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding \| shares		9,200,000	9,200,000
Exercise price of warrants		$ 1.00
Class A common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Issue price per share		$ 9.20
Rights receive by each holder \| shares		0.1	0.1
Warrants
STOCKHOLDERS' EQUITY (DEFICIT)
Public warrants exercisable term after the completion of a business combination	30 days
Public warrants expiration term	5 years
Warrants \| Class A common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Number of shares per warrant \| shares		1	1
Exercise price of warrants		$ 11.50	$ 11.50
Private placement warrants
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding \| shares		3,040,000	3,040,000
Public Warrants
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding \| shares		9,200,000	9,200,000
Issue price per share		$ 9.20
Percentage of gross proceeds on total equity proceeds		60
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115.00%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)		180.00%
Public warrants exercisable term after the completion of a business combination		30 days
Public warrants expiration term		5 years
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants \| D		20
Threshold consecutive trading days for redemption of public warrants \| D		30
Threshold number of business days before sending notice of redemption to warrant holders \| D		3

STOCK-BASED COMPENSATION (Details) - USD ($)	1 Months Ended	3 Months Ended
STOCK-BASED COMPENSATION (Details) - USD ($)	Oct. 31, 2021	Mar. 31, 2024	Dec. 31, 2023
Compensation expense		$ 0
Founder shares
Fair value on grant date (per share)		$ 0.87
Aggregate grant date fair value of the awards		$ 65,000
Total unrecognized compensation expense related to unvested founder shares		$ 65,000	$ 65,000
Sponsor \| Class B common stock
Number of shares transferred (in shares)	25,000

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (9,631,284)	$ (585,537)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Monterey Capital Acquisi... (NASDAQ:MCACW)
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