tm236893-27_424b3 - none

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-276182

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of Monterey Capital Acquisition Corporation (“MCAC”), which will be held at 10:00 a.m., Eastern time, on July 10, 2024. Our Board of Directors has determined to convene and conduct the Meeting in a virtual meeting format at https://cstproxy.com/montereycapital/2024. Stockholders will NOT be able to attend the Meeting in person. This proxy statement/prospectus includes instructions on how to access the virtual Meeting and how to listen, vote, and submit questions from home or any remote location with internet connectivity.

MCAC is a Delaware blank check company established for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business transaction with one or more businesses, which we refer to as a “target business”. Holders of MCAC’s Common Stock, which refers to MCAC Class A Common Stock and MCAC Class B Common Stock, collectively, will be asked to approve, among other things, the Agreement and Plan of Merger, dated as of December 31, 2022 and amended as of October 12, 2023 and April 12, 2024 (the “Merger Agreement”), by and among MCAC, ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), and Chronos Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of MCAC, and the other related Proposals.

Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into ConnectM (the “Merger”) with ConnectM surviving the Merger as a wholly owned subsidiary of MCAC. In addition, in connection with the consummation of the Merger, MCAC will be renamed “ConnectM Technology Solutions, Inc.” The transactions contemplated by the Merger Agreement relating to the Merger are referred to in this proxy statement/prospectus as the “Business Combination,” and the combined company after the Business Combination is referred to in this proxy statement/prospectus as “New ConnectM” or the “Combined Company.”

At the Effective Time (as defined in the Merger Agreement), each share of ConnectM Common Stock and ConnectM Preferred Stock (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 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 (the “Merger Consideration”) (as defined below), 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 shares of MCAC Common Stock, subject to an upward adjustment to the extent to which MCAC’s transaction expenses exceed $8,000,000 (i.e. one additional share of MCAC Common Stock for every $10.00 of MCAC transaction expenses in excess of $8,000,000) (the “Transaction Expense Adjustment”). The Merger Agreement does not limit or otherwise provide for a maximum number of shares of MCAC Common Stock that may be added to the Merger Consideration as a result of the Transaction Expense Adjustment. As of the date hereof, MCAC does not expect its transaction expenses to exceed $8,000,000 and assuming that MCAC’s transaction expenses are less than $8,000,000 as of the date of the closing of the Business Combination (the “Closing Date”), the Exchange Ratio is expected to be approximately 3.33 shares of MCAC Class A Common Stock for each share ConnectM Common Stock. To the extent MCAC’s transaction expenses exceed $8,000,000 prior to the Closing Date such that a Transaction Expense Adjustment will result, MCAC intends to register the additional shares of MCAC Common Stock contemplated by such Transaction Expense Adjustment by filing a registration statement pursuant to Rule 462(b) under the Securities Act. In addition, at the Effective Time, (i) each outstanding option to purchase shares of ConnectM Common Stock will be converted into an option to purchase shares of MCAC Common Stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Exchange Ratio, with the per-share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio and (ii) each outstanding warrant to purchase shares of ConnectM Common Stock will be converted into a warrant to purchase shares of MCAC Common Stock equal to the number of shares subject to such warrant prior to the Effective Time multiplied by the Exchange Ratio, with the per-share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio. As of May 9, 2024, there were outstanding options to purchase up to an aggregate of 142,692 shares of ConnectM Common Stock, which MCAC will assume as described above if outstanding as of immediately prior to the Effective Time. ConnectM may grant, without MCAC’s consent, additional options to purchase up to an aggregate of 400,000 shares of ConnectM Common Stock prior to the Effective Time, which will be assumed by MCAC as described above if outstanding immediately prior to the Effective Time. If all 542,692 of such options are granted and outstanding, as applicable, immediately prior to the Effective Time, MCAC will assume such options and they will become options to purchase up to an aggregate of approximately 1,806,622 shares of MCAC Class A Common Stock, assuming an Exchange Ratio of approximately 3.33. The amount of shares of MCAC Common Stock to be reserved for issuance under the Incentive Plan will be reduced by the number of shares underlying options to purchase ConnectM Common Stock granted by ConnectM after December 31, 2023, multiplied by the Exchange Ratio.

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It is anticipated that, upon completion of the Business Combination, (i) ConnectM stockholders will own, collectively, approximately 58.18% of the outstanding common stock of the Combined Company, (ii) MCAC’s preclosing public stockholders will own approximately 32.54% of the outstanding common stock of the Combined Company (which includes the shares to be issued upon the exchange of the MCAC Rights) and (iii) MCAC’s sponsors and related parties will own approximately 9.28% of the common stock of the Combined Company, in each case assuming that none of MCAC’s outstanding public shares are redeemed in connection with the Business Combination. In the event that the maximum number of MCAC public shares are redeemed in connection with the Closing of the Business Combination, the MCAC stockholders prior to the Merger may own significantly less securities of the Combined Company following the Closing of the Business Combination and will not know the percentage of securities they will hold in the Combined Company at the time of the Meeting. It is anticipated that upon completion of the Business Combination, (i) ConnectM stockholders will own, collectively, approximately 73.09% of the outstanding common stock of the Combined Company, (ii) MCAC’s preclosing public stockholders will own approximately 5.36% of the outstanding common stock of the Combined Company (which includes the shares to be issued upon the exchange of the MCAC Rights), (iii) MCAC’s sponsors and related parties will own approximately 11.65% of the common stock of the Combined Company, and (iv) Meteora (as defined below) will own approximately 9.90% of the outstanding common stock of the Combined Company, in each case assuming that the maximum number of MCAC public shares are redeemed in connection with the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in the Combined Company will be different. For additional information regarding the anticipated voting power in the Combined Company, please see “Questions and Answers about the Proposals” below.

MCAC Public Units, shares of MCAC Class A Common Stock, MCAC Warrants and MCAC Rights to receive shares of MCAC Class A Common Stock are currently listed on the Nasdaq Stock Market (“Nasdaq”) under the symbols “MCACU,” “MCAC,” “MCACW” and “MCACR,” respectively. MCAC has filed an initial listing application for the Combined Company with Nasdaq and believes that the Combined Company will satisfy all criteria for initial listing upon completion of the Merger. If the application is approved, upon the completion of the Merger, it is expected that the common stock and warrants of the Combined Company will trade on Nasdaq under the symbols “CNTM” and “CNTMW,” respectively.

As of May 9, 2024, there was approximately $78,557,231 in MCAC’s trust account (the “Trust Account”), which amount includes interest but excludes the funds to be used to pay taxes. On May 20, 2024, the record date for the Meeting of stockholders, the last sale price of the common stock was $11.27.

Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the Meeting. Voting by proxy will not prevent a stockholder from voting virtually at the Meeting if such stockholder subsequently chooses to participate in the Meeting.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 46 of this proxy statement/prospectus.

MCAC’s Board of Directors unanimously recommends that MCAC stockholders vote “FOR” approval of each of the Proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

/s/ Bala Padmakumar

Bala Padmakumar
Chief Executive Officer
Monterey Capital Acquisition Corporation
June 17, 2024

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HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about MCAC that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by MCAC with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

Okapi Partners LLC
1212 Avenue of Americas, 24th Floor
New York, NY 10036
(877) 279-2311

If you would like to request documents, please do so no later than five business days prior to the Meeting, the date of which is July 2, 2024, to receive them before the Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find More Information” to find out where you can find more information about MCAC and ConnectM. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither MCAC nor ConnectM has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

MONTEREY CAPITAL ACQUISITION CORPORATION
419 Webster Street
Monterey, California 93940
Telephone: (831) 649-7388

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NOTICE OF SPECIAL MEETING OF
MONTEREY CAPITAL ACQUISITION CORPORATION STOCKHOLDERS

To Be Held on July 10, 2024

To Monterey Capital Acquisition Corporation Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a special meeting of the stockholders (the “Meeting”) of Monterey Capital Acquisition Corporation (“MCAC,” “we”, “our”, or “us”), which will be held virtually at 10:00 a.m., Eastern time, on July 10, 2024, at https://cstproxy.com/montereycapital/2024. You can participate in the virtual Meeting as described in “The Meeting.”

During the Meeting, MCAC’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

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Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the transactions contemplated under the Agreement and Plan of Merger, dated as of December 31, 2022 (the “Merger Agreement”), by and among MCAC, Chronos Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MCAC (“Merger Sub”), and ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), as amended on October 12 , 2023 and April 12, 2024, a copy of which is attached to this proxy statement/prospectus as Annex A, pursuant to which Merger Sub will merge with and into ConnectM (the “Merger”) with ConnectM surviving the Merger as a wholly owned subsidiary of MCAC (the transactions contemplated by the Merger Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”);

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Proposal No. 2 — The Charter Amendment Proposal, including the Advisory Charter Amendment Proposals — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated certificate of incorporation of MCAC, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Proposed Charter”), to, among other things, change MCAC’s name to “ConnectM Technology Solutions, Inc.”, amend certain provisions related to authorized capital stock, the required vote to amend MCAC’s amended and restated certificate of incorporation, dated May 10, 2022, as amended November 6, 2023 and May 7, 2024 (the “Current Charter”), and bylaws, and director removal, and to divide the board of directors into three classes, with one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term, in each case, to be effective upon the consummation of the Business Combination (we refer to such proposal as the “Charter Amendment Proposal”); and to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) as four separate sub-proposals (we refer to such proposals as the “Advisory Charter Amendment Proposals”);

Advisory Charter Amendment Proposal A — Under the Proposed Charter, New ConnectM will be authorized to issue 110,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of New ConnectM common stock, par value $0.0001 per share and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes MCAC to issue 111,000,000 shares of capital stock, consisting of (i) 110,000,000 shares of common stock, including 100,000,000 shares of MCAC Class A Common Stock, par value $0.0001 per share, and 10,000,000 shares of MCAC Class B Common Stock, par value $0.0001 per share, and (ii) 1,000,000 shares of MCAC preferred stock, par value $0.0001 per share;

ii.

Advisory Charter Amendment Proposal B — Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New ConnectM must be taken at an annual or special meeting of the New ConnectM stockholders; provided, however, that any action required or permitted to be taken by the holders of New ConnectM preferred stock may be effected by written consent so long as the written consent is signed by the holders of

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outstanding shares of the relevant series of New ConnectM preferred stock having no less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, as opposed to the Current Charter of MCAC, which permit holders of MCAC capital stock to take stockholder action by written consent provided an annual or special meeting has been called, other than with respect to the shares MCAC Class B Common Stock which do not require that an annual or special meeting has been called; and

iii.

Advisory Charter Amendment Proposal C — The New ConnectM bylaws may be amended, altered, repealed or adopted by the affirmative vote of at least two-thirds of the voting power of the then outstanding shares of capital stock of New ConnectM entitled to vote generally in an election of directors voting together as a single class, as opposed to the bylaws of MCAC, which may be amended by the approval of a majority of the MCAC Board or by the affirmative vote of the holders of at least 66.7% of the voting power of all outstanding shares of MCAC Common Stock entitled to vote generally in the election of directors.

iv.

Advisory Charter Amendment Proposal D — Under the Proposed Charter, any or all of members of the New ConnectM Board may be removed from office at any time with cause by the affirmative vote of the holders of at least two-thirds (662∕3%) of the voting power of all the then outstanding shares of voting stock entitled to vote at an election of directors, as opposed to the Current Charter which provides that any or all members of the MCAC Board may be removed from office at any time with cause by the affirmative vote of a majority of the voting power of the then outstanding shares of capital stock of MCAC entitled to vote generally in the election of directors, voting together as a single class.

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Proposal No. 3 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal and the Nasdaq Proposal are approved and adopted, the ConnectM Technology Solutions, Inc. 2023 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex D, to be effective upon the consummation of the Business Combination (we refer to such proposal as the “Incentive Plan Proposal”).

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Proposal No. 4 — The Nasdaq Proposal — To consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of our common stock and the resulting change in control in connection with the Merger (we refer to such proposal as the “Nasdaq Proposal”).

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Proposal No. 5 — The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Meeting by the chairman thereof to a later date or dates, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event MCAC does not receive the requisite stockholder vote to approve the Proposals or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (we refer to such proposal as the “Adjournment Proposal”).

Along with the approval of the Charter Amendment Proposal, approval of the Incentive Plan Proposal, the Nasdaq Proposal and the Business Combination Proposal are conditions to the consummation of the Merger. Approval of the Business Combination Proposal is also a condition to the Charter Amendment Proposal, the Incentive Plan Proposal, and the Nasdaq Proposal. If the Charter Amendment Proposal and the Nasdaq Proposal are not approved, the Business Combination Proposal will have no effect (even if approved by the requisite vote of our stockholders at the Meeting or any adjournment or postponement thereof) and the Merger will not occur. It is important for you to note that in the event that the Business Combination Proposal is not approved, MCAC will not consummate the Business Combination. MCAC currently has until November 13, 2024 to consummate an initial business combination pursuant to the Second Extension, which provides the MCAC Board with the right to extend the deadline for the consummation of an initial business combination up to an additional six times for one month each time. On November 9, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to December 13, 2023 by depositing approximately $325,715 in the Trust Account. On

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December 11, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to January 13, 2024 by depositing approximately $325,715 in the Trust Account. On January 8, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to February 13, 2024 by depositing approximately $325,715 in the Trust Account. On February 9, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to March 13, 2024 by depositing approximately $325,715 in the Trust Account. On March 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to April 13, 2024 by depositing approximately $325,715 in the Trust Account. On April 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to May 13, 2024 by depositing approximately $325,715 in the Trust Account. MCAC previously extended the deadline for the consummation of an initial business combination pursuant to the Initial Extensions and the First Extension. On May 10, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to June 13, 2024 by depositing approximately $315,416 in the Trust Account. On June 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to July 13, 2024 by depositing approximately $315,416 in the Trust Account. If MCAC does not consummate the Business Combination and fails to complete an initial business combination within the required time period, MCAC will be required to dissolve and liquidate, unless we seek stockholder approval to amend the Current Charter to extend the date by which the Business Combination may be consummated. Approval of the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of a majority of the votes cast by the stockholders of MCAC present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of each of the MCAC Class A Common Stock and Class B Common Stock, voting separately.

On April 10, 2024, we received a written notice (the “Notice”) notifying us that we were 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”). We have 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 MCAC Class A Common Stock, MCAC Public Warrants or MCAC Rights on the Nasdaq Global Market while we prepare and submit a compliance plan. There can be no assurance that the compliance plan will be accepted by Nasdaq or that MCAC’s shares will continue to be listed on Nasdaq in the future or after the Business Combination. Such a delisting could cause material adverse consequences, including (i) a limited availability of market quotations for shares of MCAC Class A Common Stock or New ConnectM Common Stock, (ii) reduced liquidity with respect to shares of MCAC Class A Common Stock or New ConnectM Common Stock, (iii) a reduced level of trading activity in the secondary trading market for shares of MCAC Class A Common Stock or New ConnectM Common Stock, (iv) a limited amount of news and analyst coverage and (v) fewer opportunities to obtain additional financing in the future. On May 22, 2024, MCAC submitted a plan to regain compliance to Nasdaq. However, there can be no assurance that such plan to regain compliance will be accepted by Nasdaq.

As of May 9, 2024, there were 9,447,247 shares of MCAC Common Stock issued and outstanding and entitled to vote, including 7,147,247 shares of MCAC Class A Common Stock outstanding and 2,300,000 shares of MCAC Class B Common Stock outstanding. Only MCAC stockholders who hold common stock of record as of the close of business on May 20, 2024 are entitled to vote at the Meeting or any adjournment of the Meeting. This proxy statement/prospectus is first being mailed to MCAC stockholders on or about June 17, 2024.

See “Risk Factors” beginning on page 46 of this proxy statement/prospectus for a discussion of information that should be considered in evaluating the Business Combination.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the

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Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of common stock online if you subsequently choose to participate in the virtual Meeting. Please note, if your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. Simply complete, sign and date your voting instruction card and return it in the postage-paid envelope provided to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other nominee. “Street name” stockholders who wish to vote at the Special Meeting will need the control number included on the instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee.

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Okapi Partners LLC, 1212 Avenue of the Americas, 24th Floor, New York, New York 10036, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

MCAC’s Board of Directors unanimously recommends that MCAC stockholders vote “FOR” approval of each of the Proposals. When you consider MCAC’s Board of Director’s recommendation of these Proposals, you should keep in mind that MCAC’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of the Sponsor and Certain Persons in the Business Combination.”

On behalf of the MCAC’s Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

By Order of the Board of Directors,

/s/ Bala Padmakumar

Bala Padmakumar
Chief Executive Officer
Monterey Capital Acquisition Corporation
June 17, 2024

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus, the terms “we,” “us,” “our” or “MCAC” refer to Monterey Capital Acquisition Corporation, a Delaware corporation, and the terms “New ConnectM,” “Combined Company” and “post-combination company” refer to ConnectM Technology Solutions, Inc. (f/k/a Monterey Capital Acquisition Corporation) and its subsidiaries following the consummation of the Business Combination.

Further, in this document:

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“Amended Bylaws” means the amended and restated bylaws of the Combined Company, to become effective at the Effective Time as the bylaws of the Combined Company.

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“Board” or “MCAC Board” means the board of directors of MCAC.

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“Anchor Investors” are the ten qualified institutional buyers or institutional accredited investors which are not affiliated with MCAC, the Sponsor, the Board or any member of MCAC’s management and purchased an aggregate of 9,108,000 units in the IPO and purchased from the Sponsor an aggregate of 600,000 Founder Shares at their original purchase price of approximately $0.009 per share.

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“Business Combination” means the transactions contemplated by the Merger Agreement, including the Merger.

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“Closing” means the consummation of the Business Combination.

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“Closing Date” means the closing date of the Business Combination.

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“Code” means the Internal Revenue Code of 1986, as amended.

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“Company Disclosure Letter” means the disclosure letter delivered to MCAC by ConnectM concurrently with the execution and delivery of the Merger Agreement.

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“common stock” or “MCAC Common Stock” means the shares of common stock, par value $0.0001 per share, of MCAC, which includes Class A common stock and Class B common stock, collectively.

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“ConnectM” means ConnectM Technology Solutions, Inc., a Delaware corporation, prior to the consummation of the Business Combination.

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“ConnectM Common Stock” means the shares of ConnectM common stock, par value $0.0001 per share, of ConnectM.

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“ConnectM Preferred Stock” means the shares of ConnectM Preferred Stock, par value $0.0001 per share, of ConnectM.

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“Continental” means Continental Stock Transfer & Trust Company, MCAC’s transfer agent.

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“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof.

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“Current Charter” means MCAC’s amended and restated certificate of incorporation, dated May 10, 2022, as amended November 6, 2023 and May 7, 2024, and as may be amended further from time to time.

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“DGCL” means the Delaware General Corporation Law.

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“DE2” means decarbonization, electrification, and energy efficiency.

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“DE2 System” means assessment, weatherization, heat pump, solar, battery, and EV chargers.

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“DE2 Components” means subsystems inside DE2 systems like circuit board and compressor.

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“DE2 Services” means installation, repair, maintenance, monitoring and management of DE2 systems.

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“Effective Time” means the time at which the Merger becomes effective.

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“Extension One” means MCAC’s extension of the deadline to consummate its initial business combination by three months, from May 13, 2023 to August 13, 2023, which occurred on May 9, 2023 by depositing $0.10 per share in the Trust Account.

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“Extension Two” means MCAC’s extension of the deadline to consummate its initial business combination by three months, from August 13, 2023 to November 13, 2023, which occurred on August 11, 2023 by depositing $0.10 per share in the Trust Account.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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“FCPA” means the United States Foreign Corrupt Practices Act.

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“First Extension” means MCAC’s extension of the deadline to consummate its initial business combination up to an additional six times for one month each time, from November 13, 2023 to May 13, 2024, approved by the MCAC stockholders on November 6, 2023.

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“First Merger Agreement Amendment" means that certain First Amendment to Agreement and Plan of Merger, dated October 12, 2023, by and among MCAC, Merger Sub and ConnectM.

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“Forward Purchase Agreement” means that certain Forward Purchase Agreement, dated as of December 31, 2022, by and among MCAC and Meteora and ConnectM.

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“Forward Purchase Transaction” means the OTC Equity Prepaid Forward Transaction entered into, in connection with the Forward Purchase Agreement.

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“Founder Shares” mean the shares of MCAC Class B Common Stock initially purchased by the Sponsor in a private placement prior to the IPO, and the shares of MCAC Class A Common Stock issuable upon the conversion.

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“GAAP” means U.S. generally accepted accounting principles, consistently applied.

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“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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“Initial Extensions” means Extension One and Extension Two.

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“IPO” means the initial public offering of 9,200,000 of MCAC Public Units, which was consummated on May 13, 2022.

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“IRS” means the U.S. Internal Revenue Service.

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“Merger” means the merger of Merger Sub with and into ConnectM, with ConnectM as the surviving company.

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“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of December 31, 2022, by and among MCAC, Merger Sub and ConnectM, as amended on October 12, 2023 and April 12, 2024.

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“Merger Consideration” means 14,500,000 shares of MCAC Common Stock, subject to the Transaction Expense Adjustment.

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“Merger Sub” means Chronos Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MCAC.

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“Meteora” means (i) Meteora Special Opportunity Fund I, LP, (ii) Meteora Capital Partners, LP and (iii) Meteora Select Trading Opportunities Master, LP.

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“Meteora Founder Shares” means the 60,000 shares of MCAC Class B Common Stock, par value $0.0001 per share, at a purchase price of approximately $0.009 per Founder Share, purchased by Meteora in connection with the IPO.

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“MCAC Class A Common Stock” means MCAC’s Class A common stock, par value $0.0001 per share.

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“MCAC Class B Common Stock” means MCAC’s Class B common stock, par value $0.0001 per share.

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“MCAC Private Placement Warrants” mean the 3,040,000 warrants issued to the Sponsor in a private placement that occurred simultaneously with the closing of the IPO, with each whole warrant entitling the holder to purchase one share of MCAC’s Class A Common Stock at a price of $11.50 per share.

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“MCAC Public Units” mean the 9,200,000 units that were issued in the IPO, each consisting of one share of MCAC Class A Common Stock, one MCAC Public Warrant and one right to receive one-tenth (1/10) of one share of MCAC Class A Common Stock upon consummation of the initial business combination.

•

“MCAC Public Warrants” means the 9,200,000 public warrants issued in the IPO, with each whole warrant entitling the holder to purchase one share of MCAC’s 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.

•

“MCAC Warrants” mean the MCAC Private Placement Warrants and the MCAC Public Warrants, collectively.

•

“MCAC Rights” mean the rights sold as part of the units in the IPO, each consisting of one right to receive one-tenth (1/10) of one share of MCAC Class A Common Stock upon consummation of an initial business combination.

•

“New ConnectM” means MCAC after the Business Combination, including its name change from Monterey Capital Acquisition Corporation to ConnectM Technology Solutions, Inc.

•

“Organizational Documents” means, with respect to any person that is a corporation, its articles or certificate of incorporation, memorandum and articles of association, as applicable, bylaws, stockholders agreements or comparable documents.

•

“Parent Disclosure Letter” means the disclosure letter delivered to ConnectM by MCAC concurrently with the execution and delivery of the Merger Agreement.

•

“Proposed Charter” means the proposed amended and restated certificate of incorporation to be adopted by MCAC pursuant to the Charter Amendment Proposal (which, as of and after the Effective Time, will operate as the amended and restated certificate of incorporation of New ConnectM), a copy of which is attached as Annex B to this proxy statement/prospectus.

•

“SEC” means the U.S. Securities and Exchange Commission.

•

“Second Extension” means MCAC’s extension of the deadline to consummate its initial business combination up to an additional six times for one month each time, from May 13, 2024 to November 13, 2024, approved by the MCAC stockholders on May 7, 2024.

•

“Second Merger Agreement Amendment” means that certain Second Amendment to Agreement and Plan of Merger, dated April 12, 2024, by and among MCAC, Merger Sub and ConnectM.

•

“Securities Act” means the Securities Act of 1933, as amended.

•

“Sponsor” means Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company.

•

“Trust Account” means the trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee, into which the proceeds from MCAC’s initial public offering and concurrent private placement of warrants was deposited;

•

“Trust Agreement” means the Investment Management Trust Agreement, dated as of May 10, 2022, by and between MCAC and Continental Stock Transfer & Trust Company, as amended on November 6, 2023 and May 7, 2024.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial condition, results of operations, earnings outlook and prospects of MCAC and/or ConnectM, and, with respect to ConnectM, its business strategy, estimated and future results of operations, competitive position, industry environment, potential growth opportunities, and expected use of proceeds from the Business Combination, and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ConnectM” and “Business of ConnectM.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of MCAC and ConnectM as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” discussed and identified in public filings made with the SEC by MCAC and the following:

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•

the outcome of any legal proceedings that may be instituted against MCAC or ConnectM, or any of their respective directors or officers, following announcement of the Merger Agreement and the transactions contemplated therein;

•

the inability to complete the Business Combination due to, among other things, the failure to obtain the approval of the stockholders of MCAC or ConnectM or other conditions to closing in the Merger Agreement;

•

the ability of ConnectM to meet the Nasdaq listing standards (or the standards of any other securities exchange on which securities of the public entity are listed) following the Business Combination;

•

the risk that the announcement and consummation of the proposed Business Combination disrupts ConnectM’s current plans and operations;

•

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of ConnectM to grow and manage growth profitably, maintain relationships with customers, business partners, suppliers and agents and retain its management and key employees;

•

unexpected costs related to the proposed Business Combination;

•

the amount of any redemptions by existing holders of common stock being greater than expected;

•

limited liquidity and trading of MCAC’s securities;

•

changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination;

•

the ability of New ConnectM to raise financing in the future;

•

New ConnectM’s financial performance;

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•

the possibility that MCAC and/or ConnectM may be adversely affected by other economic, business, regulatory and/or competitive factors;

•

operational risk;

•

the impact of COVID-19 on MCAC’s and ConnectM’s business and/or the ability of the parties to complete the transactions contemplated by the Business Combination;

•

the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments;

•

risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on ConnectM’s business operations, as well as ConnectM’s financial condition and results of operations;

•

litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on ConnectM’s resources;

•

the risks that the consummation of the Business Combination is substantially delayed or does not occur; and

•

other risks and uncertainties set forth in this proxy statement/prospectus, including those under the section titled “Risk Factors” in this proxy statement/prospectus.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of MCAC and ConnectM prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to MCAC, ConnectM or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, MCAC and ConnectM undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a stockholder of MCAC, may have regarding the Proposals being considered at the Meeting of the stockholders of MCAC. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

What is the purpose of this document?

MCAC is proposing to consummate the Business Combination with ConnectM. MCAC, Merger Sub and ConnectM have entered into the Merger Agreement, the terms of which are described in this proxy statement/prospectus and which is attached to this proxy statement/prospectus as Annex A and incorporated into this proxy statement/prospectus by reference. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Meeting because you owned common stock at the close of business on May 20, 2024, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.

What is being voted on?

Below are the Proposals that the MCAC stockholders are being asked to vote on:

•

Proposal 1 — The “Business Combination Proposal” to approve the Business Combination, including the Merger Agreement, attached to this proxy statement/prospectus as Annex A.

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Proposal 2 — The “Charter Amendment Proposal” to approve the Proposed Charter, attached to this proxy statement/prospectus as Annex B, including the Advisory Charter Amendment Proposals.

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Proposal 3 — The “Incentive Plan Proposal” to approve the 2023 Equity Incentive Plan, attached to this proxy statement/prospectus as Annex D.

•

Proposal 4 — The “Nasdaq Proposal” to approve the issuance of more than 20% of the issued and outstanding shares of common stock in connection with the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b).

•

Proposal 5 — The “Adjournment Proposal” to approve the adjournment of the Meeting.

What is the vote required to approve the Proposals?

Proposal 1 — The Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the MCAC stockholders present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal 1.

Proposal 2 — The Charter Amendment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of each of MCAC’s Class A and Class B Common Stock, voting separately. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 2. The Advisory Charter Amendment Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by the stockholders present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting. Abstentions and broker non-votes will have no effect on the vote for each of the Advisory Charter Amendment Proposals.

Proposal 3 — The Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the MCAC stockholders present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal 3.

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Proposal 4 — The Nasdaq Proposal requires the affirmative vote of a majority of the votes cast by the MCAC stockholders present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal 4.

Proposal 5 — The Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the MCAC stockholders present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal 5.

Are any of the Proposals conditioned on one another?

Along with the approval of the Charter Amendment Proposal, approval of the Incentive Plan Proposal, the Nasdaq Proposal and the Business Combination Proposal are conditions to the consummation of the Merger. If the Business Combination Proposal is not approved, the Merger will not take place, and the Business Combination will not be consummated. Approval of the Business Combination Proposal is also a condition to the Charter Amendment Proposal, the Incentive Plan Proposal, and the Nasdaq Proposal. If the Charter Amendment Proposal and the Nasdaq Proposal are not approved, the Business Combination Proposal will have no effect (even if approved by the requisite vote of MCAC stockholders at the Meeting or any adjournment or postponement thereof), and the Merger will not occur. MCAC currently has until June 13, 2024 to consummate an initial business combination pursuant to the Second Extension, which provides the MCAC Board with the right to extend the deadline for the consummation of an initial business combination up to an additional six times for one month each time. On November 9, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to December 13, 2023 by depositing approximately $325,715 in the Trust Account. On December 11, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to January 13, 2024 by depositing approximately $325,715 in the Trust Account. On January 8, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to February 13, 2024 by depositing approximately $325,715 in the Trust Account. On February 9, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to March 13, 2024 by depositing approximately $325,715 in the Trust Account. On March 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to April 13, 2024 by depositing approximately $325,715 in the Trust Account. On April 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to May 13, 2024 by depositing approximately $325,715 in the Trust Account. On May 10, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to June 13, 2024 by depositing approximately $315,416 in the Trust Account. On June 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to July 13, 2024 by depositing approximately $315,416 in the Trust Account. MCAC previously extended the deadline for the consummation of an initial business combination pursuant to the Initial Extensions and First Extension. If MCAC does not consummate the Business Combination and fails to complete an initial business combination within the required time period, MCAC will be required to dissolve and liquidate, unless we seek stockholder approval to amend the Current Charter to extend the date by which the Business Combination may be consummated. The conditions to each of the parties’ respective obligations to consummate the Business Combination are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law if such waiver is made in writing and executed by the party against whom the waiver is to be effective.

How will the Sponsor vote?

Pursuant to a certain letter agreement, dated May 10, 2022, the Sponsor agreed to vote its shares of common stock acquired by it prior to the IPO and any shares of common stock purchased by it in the open market after the IPO in favor of the Business Combination Proposal and related Proposals (the “Letter Agreement”). In addition, in connection with the execution of the Merger Agreement, the Sponsor and the independent directors of MCAC, who as of May 9, 2024 owned an aggregate of

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1,700,000 shares of MCAC Class B Common Stock, or approximately 17.9% of the voting power of MCAC, agreed to vote their shares of common stock in favor of the Business Combination Proposal and related Proposals (“Sponsor Support Agreement”). As a result and based on the number of shares of common stock outstanding as of May 9, 2024, in addition to the shares of MCAC Class B Common Stock held by the Sponsor and the independent directors of MCAC, 3,023,624 shares of common stock held by the public stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the Meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast at a Meeting at which a quorum is present, assuming only the minimum number of shares of common stock to constitute a quorum is present, in addition to the shares of MCAC Class B Common Stock held by the Sponsor and the independent directors of MCAC, only 661,812 shares of common stock or approximately 7.0% of the outstanding shares of the common stock held by the public stockholders must vote in favor of the Business Combination Proposal for it to be approved.

How many votes do I and others have?

You are entitled to one vote for each share of MCAC’s Common Stock that you held as of the Record Date. As of the close of business on the Record Date, there were 9,447,247 shares of common stock outstanding, including 7,147,247 shares of Class A Common Stock outstanding and 2,300,000 shares of Class B Common Stock outstanding.

What is the consideration being paid to ConnectM security holders?

ConnectM Stock. At the Effective Time, each share of ConnectM Common Stock, par value $0.0001 per share (“ConnectM Common Stock”), and ConnectM Preferred Stock, par value $0.0001 per share (“ConnectM Preferred Stock”, and together with ConnectM Common Stock, “ConnectM Stock”) (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.

Warrants. At the Effective Time, each outstanding warrant to purchase shares of ConnectM Common Stock will be converted into a warrant to purchase shares of MCAC Common Stock equal to the number of shares subject to such warrant prior to the Effective Time multiplied by the Exchange Ratio, with the per-share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.

Stock Options. At the Effective Time, each outstanding option to purchase shares of ConnectM Common Stock will be converted into an option to purchase shares of MCAC Common Stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Exchange Ratio, with the per-share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.

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What voting power will current MCAC stockholders and ConnectM stockholders hold in New ConnectM immediately after the consummation of the Business Combination?

It is anticipated that, upon completion of the Business Combination, the voting power in New ConnectM will be as set forth in the table below:

	Pro Forma Combined (Assuming No Redemption)				Pro Forma Combined (Assuming 25% Redemption)				Pro Forma Combined (Assuming 50% Redemption)				Pro Forma Combined (Assuming 75% Redemption)				Pro Forma Combined (Assuming Maximum Redemption)
	Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership
New ConnectM public shares(1)		7,147,247		28.83%		5,394,935		23.37%		3,642,624		17.08%		1,890,312		9.66%		138,000		0.70%
Rights issued to Class A common stockholders(2)		920,000		3.71%		920,000		3.99%		920,000		4.31%		920,000		4.70%		920,000		4.66%
Founder Shares(3)		2,300,000		9.28%		2,300,000		9.97%		2,300,000		10.79%		2,300,000		11.75%		2,300,000		11.65%
Meteora Forward Purchase Agreement(4)		0		0.00%		40,000		0.17%		40,000		0.19%		40,000		0.20%		1,953,702		9.90%
New ConnectM shares issued in merger to ConnectM(5)		14,422,321		58.18%		14,422,321		62.50%		14,422,321		67.63%		14,422,321		73.69%		14,422,321		73.09%
Shares outstanding		24,789,568		100.00%		23,077,256		100.00%		21,324,945		100.00%		19,572,633		100.00%		19,734,023		100.00%

(1)

In connection with the special meeting of stockholders on May 7, 2024 (the “Second Extension Meeting”), stockholders holding 228,878 shares of MCAC Class A Common Stock issued in the Initial Public Offering of MCAC exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $2.6 million (approximately $11.21 per share after removal of interest to pay taxes) was removed from the Trust Account to pay such holders. To reflect these redemptions, 228,878 shares of MCAC Class A Common Stock are assumed to be redeemed at the March 31, 2024 value of $10.92 per share of MCAC Class A Common Stock and are not reflected in the tables presented above in the New ConnectM public shares.

(2)

Each holder of the MCAC Rights issued at the IPO date will automatically receive one-tenth (1/10) of one share of Class A common stock of New ConnectM upon consummation of the initial Business Combination. No additional consideration will be required to be paid by a holder of MCAC Rights in order to receive his, her, or its additional shares of New ConnectM common stock upon consummation of an initial business combination. The New ConnectM common stock issuable upon exchange of the MCAC Rights will be freely tradable (except to the extent held by affiliates of MCAC). If MCAC is unable to complete the initial Business Combination within the Combination Period, and MCAC liquidates the funds held in the Trust Account, holders of MCAC 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. This reflects the ownership percentage of those holders of such MCAC Rights upon the successful completion of the Business Combination.

(3)

All of the Founder Shares will convert into shares of New ConnectM common stock at the Closing.

(4)

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March 31, 2024. Any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. Please see the Forward Purchase Agreement discussed elsewhere in this proxy statement/prospectus.

(5)

In connection with the consummation of the Business Combination and as further outlined within this proxy statement/prospectus, the total Merger Consideration is 14,500,000 shares of MCAC Common Stock, subject to an upward adjustment depending on the extent to which MCAC’s transaction expenses exceed $8,000,000. Such Merger Consideration includes the ConnectM warrants, which are issued and outstanding, but require exercise by the warrant holders. As such, these are not considered to be issued and outstanding as of the date of the consummation of the Business Combination.

In addition to the changes in percentage ownerships depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming stockholders.

	Pro Forma Combined (Assuming No Redemption)(1)						Pro Forma Combined (Assuming 25% Redemption)(2)						Pro Forma Combined (Assuming 50% Redemption)(3)						Pro Forma Combined (Assuming 75% Redemption)(4)						Pro Forma Combined (Assuming Maximum Redemption)(5)
Trust Account Value as of March 31, 2024		$	78,214,794					$	58,915,989					$	39,779,674					$	20,643,359					$	1,507,177
	Number of Shares			Net Cash per Share			Number of Shares			Net Cash per Share			Number of Shares			Net Cash per Share			Number of Shares			Net Cash per Share			Number of Shares(7)			Net Cash per Share
Base Scenario(6)			24,789,568		$	3.16			23,077,256		$	2.55			21,324,945		$	1.87			19,572,633		$	1.05			19,734,023		$	0.08
Excluding Founder Shares(7)			22,489,568		$	3.48			20,737,256		$	2.84			18,984,945		$	2.10			17,232,633		$	1.20			15,480,321		$	0.10
Exercising MCAC Public Warrants(8)			33,989,568		$	2.30			32,277,256		$	1.83			30,524,945		$	1.30			28,772,633		$	0.72			28,934,023		$	0.05
Exercising MCAC Private Placement Warrants(9)			27,829,568		$	2.81			26,117,256		$	2.26			24,364,945		$	1.63			22,612,633		$	0.91			22,774,023		$	0.07
Exercising MCAC Warrants(10)			37,029,568		$	2.11			35,317,256		$	1.67			33,564,945		$	1.19			31,812,633		$	0.65			31,974,023		$	0.05
Exercising ConnectM Stock Options and Warrants(11)			25,342,269		$	3.09			23,629,957		$	2.49			21,877,645		$	1.82			20,125,333		$	1.03			20,286,724		$	0.07
Exercising all securities(12)			37,582,268		$	2.08			35,869,956		$	1.64			34,117,644		$	1.17			32,365,332		$	0.64			32,526,723		$	0.05

(1)

This scenario assumes that no shares of MCAC Class A Common Stock are redeemed by public stockholders, after taking into account shares redeemed by public stockholders in connection with the Extension Meeting. In connection with Second Extension Meeting, stockholders holding 228,878 shares of MCAC Class A Common Stock issued in the Initial Public Offering of MCAC exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $2.6 million (approximately $11.21 per share after removal of interest to pay taxes) was removed from the Trust Account to pay such holders. To reflect these redemptions, 228,878 shares of MCAC Class A Common Stock are assumed to be redeemed at the March 31, 2024 value of $10.92 per share of MCAC Class A Common Stock and are not reflected in the table presented above.

(2)

This scenario assumes that 1,752,312 shares of MCAC Class A Common Stock are redeemed by public stockholders, after taking into account shares redeemed by public stockholders in connection with the Second Extension Meeting.

(3)

This scenario assumes that 3,504,624 shares of MCAC Class A Common Stock are redeemed by public stockholders, after taking into account shares redeemed by public stockholders in connection with the Second Extension Meeting.

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(4)

This scenario assumes that 5,256,935 shares of MCAC Class A Common Stock are redeemed by public stockholders, after taking into account shares redeemed by public stockholders in connection with the Second Extension Meeting.

(5)

This scenario assumes that 7,009,247 shares of MCAC Class A Common Stock are redeemed by public stockholders, after taking into account shares redeemed by public stockholders in connection with the Second Extension Meeting.

(6)

Represents (a) the 14,422,321 shares of New ConnectM common stock that would be issued to current ConnectM equityholders in connection with the Business Combination, (b) the issuance of 920,000 MCAC Rights to holders of MCAC Class A Common Stock, (c) the conversion of 2,300,000 Founder Shares, (d) the outstanding shares of MCAC Class A Common Stock, less any redemptions described above and (e) any MCAC Class A Common Stock that is issued to Meteora under the Forward Purchase Agreement.

(7)

Represents the Base Scenario excluding the 2,300,000 shares of New ConnectM common stock converted from the Founder Shares.

(8)

Represents the Base Scenario plus the full exercise of the MCAC Public Warrants.

(9)

Represents the Base Scenario plus the full exercise of the MCAC Private Placement Warrants.

(10)

Represents the Base Scenario plus the full exercise of the MCAC Warrants.

(11)

Represents the Base Scenario plus the full exercise of the ConnectM Stock Options and Warrants

(12)

Represents the Base Scenario plus the full exercise of the MCAC Public Warrants, the MCAC Private Placement Warrants, the ConnectM Stock Options and the ConnectM Warrants.

The following reflects all possible sources and extent of dilution that MCAC Class A shareholders who elect not to redeem their shares may experience in connection with the business combination. The following reflects the impact of each significant source of dilution, including the amount of equity held by founders, and convertible securities including warrants retained by redeeming shareholders, at each of the redemption levels detailed below.

	Pro Forma Combined (Assuming No Redemption)				Pro Forma Combined (Assuming 25% Redemption)				Pro Forma Combined (Assuming 50% Redemption)				Pro Forma Combined (Assuming 75% Redemption)				Pro Forma Combined (Assuming Maximum Redemption)
	Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership
New ConnectM public shares(1)		7,147,247		19%		5,394,935		16%		3,642,624		11%		1,890,312		6%		138,000		0%
Rights issued to Class A common stockholders(2)		920,000		2%		920,000		3%		920,000		3%		920,000		3%		920,000		3%
Founder Shares(3)		2,300,000		6%		2,300,000		6%		2,300,000		7%		2,300,000		7%		2,300,000		7%
Meteora Forward Purchase Agreement(4)		—		0%		40,000		0%		40,000		0%		40,000		0%		1,953,702		6%
New ConnectM shares issued in merger to ConnectM		14,422,321		38%		14,422,321		40%		14,422,321		42%		14,422,321		46%		14,422,321		44%
MCAC Public Warrants(5)		9,200,000		24%		9,200,000		26%		9,200,000		27%		9,200,000		28%		9,200,000		28%
MCAC Private Warrants Owned by Sponsor(6)		3,040,000		8%		3,040,000		8%		3,040,000		9%		3,040,000		9%		3,040,000		9%
ConnectM Stock Options(7)		475,022		1%		475,022		1%		475,022		1%		475,022		1%		475,022		1%
ConnectM Warrants(8)		77,679		0%		77,679		0%		77,679		0%		77,679		0%		77,679		0%
		37,582,269		100%		35,869,957		100%		34,117,646		100%		32,365,334		100%		32,526,724		100%
Total Sponsor and affiliates ownership(9)		5,340,000		14%		5,340,000		15%		5,340,000		16%		5,340,000		16%		5,340,000		16%

(1)

In connection with the Second Extension Meeting, stockholders holding 228,878 shares of MCAC Class A Common Stock issued in the Initial Public Offering of MCAC exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $2.6 million (approximately $11.21 per share after removal of interest to pay taxes) was removed from the Trust Account to pay such holders. To reflect these redemptions, 228,878

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shares of MCAC Class A Common Stock are assumed to be redeemed at the March 31, 2024 value of $10.92 per share of MCAC Class A Common Stock and are not reflected in the table presented above in the New ConnectM public shares.

(2)

Each holder of the MCAC Rights issued at the IPO date will automatically receive one-tenth (1/10) of one share of Class A common stock of New ConnectM upon consummation of the initial Business Combination. No additional consideration will be required to be paid by a holder of MCAC Rights in order to receive his, her, or its additional shares of New ConnectM Class A common stock upon consummation of an initial business combination. The New ConnectM Class A common stock issuable upon exchange of the MCAC Rights will be freely tradable (except to the extent held by affiliates of MCAC). If MCAC is unable to complete the initial Business Combination within the Combination Period, and MCAC liquidates the funds held in the Trust Account, holders of MCAC 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. This reflects the ownership percentage of those holders of such MCAC Rights upon the successful completion of the Business Combination.

(3)

All of the Founder Shares will convert into shares of New ConnectM Class A Common Stock at the Closing.

(4)

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 MCAC Class A Common Stock from holders of MCAC Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of MCAC Class A Common Stock pursuant to the redemption rights set forth in the Current Charter, in connection with the execution of the Merger Agreement, up to a maximum of 6,600,000 shares of MCAC Class A Common Stock. Under the Maximum Redemption Scenario, Meteora would buy 2.0 million shares of MCAC Class A Common Stock of the Combined Company at the Closing Date from the open market, which is subject to a ceiling such that Meteora cannot purchase more than 9.9% of the total Class A Common Stock outstanding. Thus, such shares would be outstanding for the three months ended March 31, 2024 and any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. Please see the Forward Purchase Agreement discussed elsewhere in this proxy statement/prospectus.

(5)

In connection with the IPO, 9,200,000 MCAC Public Warrants were issued, with each whole warrant entitling the holder to purchase one share of MCAC’s Class A Common Stock at a price of $11.50 per share. Each MCAC Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of an initial business combination, or earlier upon redemption or liquidation. This assumes that 30 days from the completion of an initial business combination, the value of the shares of New ConnectM common stock exceed $11.50 per share. Upon the value of the shares of New ConnectM common stock exceeding the warrant purchase price of one share of common stock at a price of $11.50, it is assumed that the holders of these warrants would purchase shares of New ConnectM common stock.

(6)

Simultaneously with the closing of the IPO, 3,040,000 MCAC Private Warrants were issued to the Sponsor in a private placement, with each whole MCAC Private Warrant entitling the holder to purchase one share of MCAC’s Class A Common Stock at a price of $11.50 per share. This assumes that 30 days from the completion of an initial business combination, the value of the shares of New ConnectM common stock exceed $11.50 per share. Upon the value of the shares of New ConnectM common stock exceeding the warrant purchase price of one share of common stock at a price of $11.50, it is assumed that the holders of these warrants would purchase shares of New ConnectM common stock.

(7)

This assumes that all unvested ConnectM stock options, adjusted for by the exchange ratio, are vested as of Closing Date and all stock option holders exercise their stock options immediately after the Business Combination to purchase the converted amount of shares of New ConnectM common stock.

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(8)

In February 2022, ConnectM entered into secured promissory note agreements with two lenders. In connection with the issuance of the secured promissory notes, ConnectM issued warrants to each lender that may be converted into shares of common stock of the ConnectM. This assumes that all warrants, adjusted for by the exchange ratio, are converted immediately after the Closing into shares of New ConnectM common stock.

(9)

Represents the total Sponsor and affiliates ownership in these fully diluted scenarios. This reflects the summation of the Founder Shares and the MCAC Private Warrants owned by the Sponsor.

The table below presents the Trust Account value per share to a public stockholder that elects not to redeem its shares across a range of varying redemption scenarios as of March 31, 2024. No Private or Public MCAC Warrants are considered within the below sensitivities as they would be exercised at a price of $11.50 and entitle the holder to one share of MCAC Class A Common Stock. Such warrants would be considered underwater within the below scenarios and would not be assumed to be exercised.

Trust Account Value(1)	$	78,214,794
Less: Taxes Payable		(162,491)
Net Trust Account Value for Redemption	$	78,052,303
Total shares of MCAC Class A Common Stock		7,147,247
Total Account Value per share of MCAC Class A common stock	$	10.92

The sensitivities relating to different redemption scenarios are calculated as follows:

	Assuming Minimum Redemption Scenario			Assuming 25% of Maximum Redemption			Assuming 50% of Maximum Redemption			Assuming 75% of Maximum Redemption			Assuming Maximum Redemption Scenario
Redemptions ($)		$	—		$	19,136,315		$	38,272,629		$	57,408,944		$	76,545,126
Redemptions (Shares)(1)(2)			—			1,752,312			3,504,624			5,256,935			7,009,247
Class A common stock not redeemed			7,147,247			5,394,935			3,642,624			1,890,312			138,000
Class A common stock post redemptions			7,147,247			5,394,935			3,642,624			1,890,312			138,000
Cash left in Trust Account post redemptions		$	78,052,303		$	58,915,989		$	39,779,674		$	20,643,359		$	1,507,177
Trust Account Value per Share(4)		$	10.92		$	10.92		$	10.92		$	10.92		$	10.92
Total Sponsor ownership percentage(3)			9.28%			9.97%			10.79%			11.75%			11.65%
Total Class A ownership percentage			28.83%			23.38%			17.08%			9.06%			0.70%
Total Underwriter fee on a per share basis(5)		$	0.51		$	0.68		$	1.01		$	1.95		$	26.67
Total Underwriter fee as a percentage of the cash left in Trust post redemption(6)			5%			6%			9%			18%			244%

(1)

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(2)

Under each redemption scenario, MCAC would issue 40,000 shares of MCAC Class A Common Stock to Meteora, accounted for as issuance costs and offset against the proceeds. The above redemption scenarios do not reflect the issuance of these 40,000 shares of MCAC Class A Common Stock.

(3)

Represents the percentage ownership of the Sponsor in each redemption scenario. It should be noted that this does not include 675,000 shares of MCAC Class B Common Stock held by other parties. In connection with MCAC’s IPO, the Sponsor sold to the Anchor Investors, a total of 600,000 Founder Shares at their original purchase price of approximately $0.009, as compensation for their commitment to purchase MCAC Units sold in the IPO. Additionally, On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Kathy Cuocolo, Leela Gray and Stephen Markscheid as members of the Board of Directors. These ownership percentages do not include the Founder Shares sold to the Anchor Investors, nor those transferred to those members of the Board of Directors of MCAC.

(4)

Represents the Trust Account Value per Share after redemptions in each scenario.

(5)

Represents the impact of the deferred underwriting commissions for each share of MCAC Class A Common Stock not redeemed in each redemption scenario. The deferred underwriting commissions is estimated to be $3,680,000 in the aggregate (reflecting the full exercise by the underwriter of its over-allotment option) and will be payable to the underwriter for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriter from the amounts held in the Trust Account solely in the event that MCAC completes an initial business combination, subject to the terms of the underwriting agreement from the IPO.

(6)

Represents the percentage of the cash left in the Trust Account post redemptions that will be allocable to the deferred underwriter fee of $3,680,000 in the aggregate (reflecting the full exercise by the underwriter of its over-allotment option). Such information reflects the amount and percentage of the underwriting fees born by non-redeeming shareholders from the amount remaining in the Trust Account after any redemptions.

Along with the above scenarios, simultaneously with the consummation of the IPO, MCAC consummated the MCAC Private Placement of 3,040,000 MCAC Private Warrants to the Sponsor at a price of $1.00 per MCAC Private Warrant. Furthermore, in connection with the IPO, one MCAC Unit consisted of one share of MCAC Class A Common Stock, one MCAC Public Warrant, and one MCAC Right. The MCAC Rights are already presented in the sensitivity scenarios as outlined above as the MCAC Rights do not have an exercise price and upon closing each ten Rights will be automatically exchanged for one share MCAC Class A Common Stock which will then be exchanged for one share of New ConnectM common stock at Closing. However, the MCAC Warrants entitles the holder of each to purchase one share of MCAC Class A common stock at a price of $11.50 per share. Such warrants become exercisable 30 days after the completion of the Business Combination and expire five years after the expiration of the Business Combination.

Upon the completion of the Business Combination, such MCAC Warrants will be retained by the holders even if the maximum redemption scenario, outlined above, occurs. Such MCAC Warrants had an aggregate market value of approximately $142,944, based on the closing price of our public warrants of approximately $0.02 on the Nasdaq Capital Market as of May 9, 2024. At the current price of MCAC’s Class A Common Stock of $11.26 as of May 9, 2024, the MCAC Warrants would not be exercised. If the value of MCAC’s Class A Common Stock, or the common stock of New ConnectM, exceeds the exercise price of $11.50 per share of common stock subsequent to the Business Combination, the total value per share for each holder of MCAC Class A Common Stock that did not redeem will decrease and become diluted. If MCAC does not consummate the Business Combination and fails to complete an initial business combination within the required time period, MCAC will be required to dissolve and liquidate, unless we seek stockholder approval to amend the Current Charter to extend the date by which the Business Combination may be consummated. In the event of a liquidation, the MCAC Warrants will expire worthless.

The holders of MCAC Class B Common Stock have also agreed to waive the anti-dilution or similar protections with respect to the shares of MCAC Class B Common Stock.

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Will the common stock of the Combined Company trade on an exchange?

The MCAC Public Units, MCAC Class A Common Stock, MCAC Public Warrants and MCAC Rights are currently listed on the Nasdaq Stock Market (“Nasdaq”) under the symbols “MCACU,” “MCAC”, “MCACW,” and “MCACR” respectively. MCAC has filed an initial listing application for the Combined Company with Nasdaq and believes that the Combined Company will satisfy all criteria for initial listing upon completion of the Merger. If the application is approved, upon completion of the Merger, it is expected that the common stock and warrants of the Combined Company will trade on Nasdaq under the symbols “CNTM” and “CNTMW,” respectively.

On April 10, 2024, we received the Notice notifying us that we were 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. We have 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 MCAC Class A Common Stock, MCAC Public Warrants or MCAC Rights on the Nasdaq Global Market while we prepare and submit a compliance plan. There can be no assurance that the compliance plan will be accepted by Nasdaq or that MCAC’s shares will continue to be listed on Nasdaq in the future or after the Business Combination. Such a delisting could cause material adverse consequences, including (i) a limited availability of market quotations for shares of MCAC Class A Common Stock or New ConnectM Common Stock, (ii) reduced liquidity with respect to shares of MCAC Class A Common Stock or New ConnectM Common Stock, (iii) a reduced level of trading activity in the secondary trading market for shares of MCAC Class A Common Stock or New ConnectM Common Stock, (iv) a limited amount of news and analyst coverage and (v) fewer opportunities to obtain additional financing in the future. On May 22, 2024, MCAC submitted a plan to regain compliance to Nasdaq. However, there can be no assurance that such plan to regain compliance will be accepted by Nasdaq.

Do any of MCAC’s directors, officers, or the Sponsor have interests that may conflict with my interests with respect to the Business Combination?

In considering the recommendation of the Board to approve the Merger Agreement, MCAC stockholders should be aware that certain MCAC executive officers and directors, as well as the Sponsor, may be deemed to have interests in the Business Combination that are different from, or in addition to, those of MCAC stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section titled “The Business Combination Proposal — Interests of the Sponsor and Certain Persons in the Business Combination” beginning on page 142 of this proxy statement/prospectus.

When and where is the Meeting?

The Meeting will take place virtually at https://cstproxy.com/montereycapital/2024, on July 10, 2024, at 10:00 a.m., Eastern Time.

Who may vote at the Meeting?

Only holders of record of MCAC Common Stock as of the close of business on May 20, 2024 may vote at the Meeting. As of May 9, 2024, there were 9,447,447 shares of common stock outstanding, which included 7,147,247 shares of MCAC Class A Common Stock outstanding and 2,300,000 shares of MCAC Class B Common Stock outstanding and entitled to vote. Please see “The Meeting — Record Date; Who is Entitled to Vote” for further information.

What is the quorum requirement for the Meeting?

Stockholders representing a majority of the shares of capital stock issued and outstanding as of the Record Date and entitled to vote at the Meeting must be present by virtual attendance or represented by proxy in order to hold the Meeting and conduct business. This is called a quorum. Shares of our common stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting

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instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present by virtual attendance or represented by proxy at such meeting may adjourn the meeting until a quorum is present.

Am I required to vote against the Business Combination Proposal in order to have my public shares redeemed?

No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that MCAC redeem your public shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account established by MCAC (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of public shares for cash, regardless of whether you vote for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/ prospectus, are sometimes referred to herein as “redemption rights”. If the Business Combination is not completed, holders of public shares electing to exercise their redemption rights will not be entitled to receive such payments and their shares of common stock will be returned to them.

How do I exercise my redemption rights?

If you are a public stockholder and you seek to have your public shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on July 8, 2024 (at least two business days before the Meeting), that MCAC redeem your shares into cash; and (ii) submit your request in writing to Continental at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Meeting.

Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the Meeting.

MCAC stockholders may seek to have their public shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of common stock as of the Record Date. Any public stockholder who holds shares of common stock on or before July 8, 2024 (two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of common stock underlying the MCAC Public Units sold in the IPO. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of common stock for cash.

How can I vote?

If you are a stockholder of record, you may vote online at the virtual Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Meeting and vote online, if you choose.

To vote online at the virtual Meeting, follow the instructions below under “How may I participate in the virtual Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Meeting, we will vote your shares as you direct.

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To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please follow the URL link found on your proxy card or in your proxy materials or visit www.proxyvote.com where you will be instructed to enter your 16 digit control number and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on July 9, 2024. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the virtual Meeting to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Voting Instruction Form for Beneficial Owners and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your Voting Instruction Form for Beneficial Owners in the self-addressed, postage-paid envelope provided.

If you plan to vote at the virtual Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of common stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the Meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to register and attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental within 72 hours of the meeting. At that time, Continental will issue you a valid control number that will allow you to register for the meeting, ask a question and or vote during the meeting. Continental will also give you instructions on how to join the meeting.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.

How may I participate in the virtual Meeting?

If you are a stockholder of record as of the Record Date for the Meeting, you should receive a proxy card from Broadridge, containing instructions on how to attend the virtual Meeting including the URL address. You will need to reach out to Continental with your legal proxy to prove stock ownership and to obtain a day of meeting control number to attend the Continental hosted virtual Meeting. The control number sent from Broadridge will not grant access to the virtual Meeting.

You can pre-register to attend the virtual Meeting starting on July 5, 2024. Go to https://cstproxy.com/montereycapital/2024, enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Meeting you will need to re-log into using your control number.

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the Meeting for processing your control number.

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Who can help answer any other questions I might have about the virtual Meeting?

If you have any questions concerning the virtual Meeting (including accessing the Meeting by virtual means) or need help voting your shares of MCAC’s Common Stock, please contact Continental at 917-262-2373 or emailproxy@continentalstock.com.

The Notice of Special Meeting, proxy statement/prospectus and form of Proxy Card are available at: www.proxyvote.com.

If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary Proposal because the holder of record has not received voting instructions from the beneficial owner.

Each of the Proposals to be presented at the Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have the same effect as a vote “AGAINST” the Charter Amendment Proposal but will have no effect on the vote for the Business Combination Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal.

What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

MCAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Meeting. For purposes of approval, an abstention on Proposal 2, the Charter Amendment Proposal, will have the same effect as a vote “AGAINST” such Proposal. Abstentions will have no effect on the vote for the Business Combination Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal.

How can I submit a proxy?

You may submit a proxy by (a) visiting and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free in the U.S. or from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

Can I change my vote after I have mailed my proxy card?

Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Meeting virtually and casting your vote or by voting again by the telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Meeting. If you hold your shares of common stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036

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Unless revoked, a proxy will be voted at the virtual Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

What will happen if I return my proxy card without indicating how to vote?

If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of common stock represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.

Should I send in my share certificates now to have my shares of common stock redeemed?

MCAC stockholders who intend to have their public shares redeemed should send their certificates to Continental at least two business days before the Meeting. Please see “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Who will solicit the proxies and pay the cost of soliciting proxies for the Meeting?

MCAC will pay the cost of soliciting proxies for the Meeting. MCAC has engaged Okapi Partners LLC to assist in the solicitation of proxies for the Meeting. MCAC has agreed to pay Okapi Partners LLC a fee of $25,000, plus disbursements, and will reimburse Okapi Partners LLC for its reasonable out-of-pocket expenses and indemnify Okapi Partners LLC and its affiliates against certain claims, liabilities, losses, damages, and expenses. MCAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of common stock for their expenses in forwarding soliciting materials to beneficial owners of the common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

What happens if I sell my shares before the Meeting?

The Record Date for the Meeting is earlier than the date of the Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your shares of common stock after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Meeting, but will transfer ownership of the shares and will not hold an interest in MCAC after the Business Combination is consummated.

When is the Business Combination expected to occur?

Assuming the requisite regulatory and stockholder approvals are received, MCAC expects that the Business Combination will occur as soon as possible following the Meeting.

Are ConnectM’s stockholders required to approve the Business Combination?

Yes. Certain ConnectM stockholders have signed the Company Stockholder Support Agreement, pursuant to which they will approve the Business Combination within two business days after this proxy statement/prospectus is declared effective.

Are there risks associated with the Business Combination that I should consider in deciding how to vote?

Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 46 of this proxy statement/prospectus.

What conditions are required to be fulfilled to consummate the Merger?

The respective obligations of each party to the Merger Agreement to consummate the Merger and other transactions contemplated by the Merger Agreement are subject to the satisfaction or, if permitted

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by applicable law, written waiver by the party against whom the waiver is to be effective of the following conditions, among other things:

•

MCAC stockholder approval and ConnectM stockholder approval shall have been obtained;

•

all waiting periods (and any extensions thereof) applicable to the consummation of the Merger and other transactions contemplated by the Merger Agreement under the HSR Act shall have expired or been earlier terminated;

•

no governmental entity shall have enacted or issued any law or governmental order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, makes illegal or otherwise prohibits the consummation of the transactions contemplated by the Merger Agreement;

•

the Registration Statement (as defined in the Merger Agreement) shall have become effective in accordance with the provisions of the Securities Act; no stop order suspending the effectiveness shall have been issued and remain in effect, and no proceedings for that purpose shall have commenced or be threatened by the SEC; and

•

the common stock of the Combined Company to be issued pursuant to the Merger Agreement shall be listed or have been approved for listing on the Nasdaq Stock Market.

The obligations of MCAC to consummate, or cause to be consummated, the Merger and other transactions contemplated by the Merger Agreement are also subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by MCAC of the following further conditions, among other things:

•

the representations and warranties made by ConnectM shall be true and correct as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct in all respects (except for de minimis inaccuracies) as of such particular date or period of time);

•

ConnectM shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Closing Date;

•

Since the date of the Merger Agreement, no material adverse effect on ConnectM has occurred that is continuing;

•

MCAC and Merger Sub shall have received a certificate signed on behalf of ConnectM by an executive officer of ConnectM certifying to the satisfaction of the foregoing conditions;

•

ConnectM shall have delivered a counterpart of each of the transaction documents to which it is a party to MCAC; and

•

ConnectM shall have terminated those certain contracts identified in the Company Disclosure Letter (as defined in the Merger Agreement) delivered by MCAC to ConnectM.

The obligation of ConnectM to consummate or cause to be consummated the Merger and other transactions contemplated by the Merger Agreement is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by ConnectM, among other things:

•

the representations and warranties made by MCAC shall be true and correct as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct in all respects (except for de minimis inaccuracies) as of such particular date or period of time);

•

each of MCAC and Merger Sub shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Closing Date;

•

since the date of the Merger Agreement, no material adverse effect on MCAC has occurred that is continuing;

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•

ConnectM shall have received a certificate signed on behalf of MCAC and Merger Sub by an executive officer of MCAC certifying that the foregoing conditions have been satisfied;

•

certain specified directors and officers of MCAC shall have been removed from their respective positions or tendered their irrevocable resignations, in each case effective as of the Effective Time; and

•

MCAC shall have delivered a counterpart of each of the transaction documents to which it is a party to ConnectM.

Any of the conditions to MCAC’s or ConnectM’s obligations to complete the Business Combination may be waived, in whole or in part, to the extent permitted by applicable law; provided, however, that any such waiver shall only be effective if made in writing and executed by the party against whom the waiver is to be effective. In the event of a waiver of a condition, the MCAC Board will evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and re-solicitation of proxies is necessary. In the event that the MCAC Board determines any such waiver is not significant enough to require re-solicitation of its stockholders, it will have the discretion to complete the Business Combination without seeking further stockholder approval.

For a more complete description of the conditions that must be satisfied or waived prior to the Effective Time of the Merger, see the section entitled “The Business Combination Proposal — Conditions to the Closing of the Merger” beginning on page 109 of this proxy statement/prospectus.

May I seek statutory appraisal rights or dissenter rights with respect to my shares?

No. Appraisal rights are not available to holders of shares of MCAC Common Stock in connection with the proposed Business Combination. For additional information, see the section titled “The Meeting — Appraisal Rights.”

What happens if the Business Combination is not consummated?

MCAC currently has until November 13, 2024 to consummate an initial business combination pursuant to the Second Extension, which provides the MCAC Board with the right to extend the deadline for the consummation of an initial business combination up to an additional six times for one month each time. On November 9, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to December 13, 2023 by depositing approximately $325,715 in the Trust Account. On December 11, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to January 13, 2024 by depositing approximately $325,715 in the Trust Account. On January 8, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to February 13, 2024 by depositing approximately $325,715 in the Trust Account. On February 9, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to March 13, 2024 by depositing approximately $325,715 in the Trust Account. On March 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to April 13, 2024 by depositing approximately $325,715 in the Trust Account. On April 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to May 13, 2024 by depositing approximately $325,715 in the Trust Account. MCAC previously extended the deadline for the consummation of an initial business combination pursuant to the Initial Extensions and First Extension. On May 10, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to June 13, 2024 by depositing approximately $315,416 in the Trust Account. On June 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to July 13, 2024 by depositing approximately $315,416 in the Trust Account. If MCAC does not consummate the Business Combination within the required time period, then pursuant to Article IX of the Current Charter, MCAC’s officers must take all actions necessary in accordance with the DGCL to dissolve and liquidate MCAC as soon as reasonably practicable, but in any event no later than 10 business days after the applicable expiration date. Following dissolution, MCAC will no longer exist as a company. In

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any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro-rata to holders of shares of common stock who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each share of common stock would be paid at liquidation would be approximately $11.21 per share for stockholders based on amounts on deposit in the Trust Account as of May 9, 2024 (which amount includes interest but excludes the funds to be used to pay taxes). The closing price of our common stock on the Nasdaq Stock Market as of May 9, 2024 was $11.26. MCAC’s initial stockholders, executive officers and directors waived the right to any liquidation distribution with respect to any Founder Shares, or the 1,700,000 shares of MCAC Class B Common Stock. However, MCAC’s initial holders and officers and directors will be entitled to redemption rights with respect to any public shares held by them if MCAC fails to consummate a business combination by the applicable expiration date. In the event the Merger Agreement is terminated in certain of the circumstances described in the section titled “The Merger Agreement — Termination”, MCAC will be obligated to reimburse ConnectM for up to $1,200,000 of its transaction expenses. As of the date of this proxy statement/prospectus, MCAC has incurred approximately $2,441,776 in transaction expenses and ConnectM has incurred approximately $8,026,863 in transaction expenses. Pursuant to the Merger Agreement, ConnectM waived any past, present or future claim of any kind against, and any right to access to, the Trust Account, any trustee of the Trust Account and MCAC to collect from the Trust Account any monies that may be owed to them by MCAC or any of its Affiliates for any reason whatsoever, and ConnectM agreed that it will not seek recourse against the Trust Account at any time for any reason whatsoever. As of the date of this proxy statement/prospectus, MCAC does not have sufficient funds held outside of the Trust Account, and may not obtain sufficient funds held outside of the Trust Account, to reimburse ConnectM for its transaction expenses incurred to date or any additional ConnectM transaction expenses up to the maximum amount reimbursable pursuant to the Merger Agreement of $1,200,000. Accordingly, even if the Merger Agreement were terminated in a manner that would obligate MCAC to reimburse ConnectM for its transaction expenses, it is unlikely MCAC would be able to fulfill such obligation and ConnectM could only be reimbursed in full if MCAC raised additional capital or found a different business combination partner willing to fulfill that obligation. If MCAC becomes obligated to reimburse ConnectM for its transaction expenses, that obligation will make it more difficult for MCAC to raise additional capital or find an alternative business combination partner and reduce the amount of any out-of-trust net assets available to be distributed pro-rata to holders of MCAC Class A common stock in the event MCAC liquidates and dissolves.

What happens to the funds deposited in the Trust Account following the Business Combination?

Following the closing of the Business Combination, holders of public shares of MCAC exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to ConnectM to fund working capital needs of the Combined Company. As of May 9, 2024, there was approximately $78,557,231 held in the Trust Account, which amount includes interest but excludes the funds to be used to pay taxes. MCAC estimates that approximately $11.21 per outstanding share issued in the IPO will be paid to the investors exercising their redemption rights based on the amount held in the Trust Account as of such date.

Who will manage the Combined Company after the Business Combination?

As a condition to the closing of the Business Combination, all of the officers and directors of MCAC will resign, other than Bala Padmakumar, Stephen Marksheid and Kathy Cuocolo, who will each serve as a director of the Combined Company, except as otherwise agreed in writing by MCAC and ConnectM prior to the Closing and conditioned upon the Closing and subject to any limitation imposed under Nasdaq listing standards and applicable SEC rules. Bhaskar Panigrahi and Gautam Barua will each also serve as a director of the Combined Company, subject to certain closing conditions. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company Following the Merger” in this proxy statement/prospectus.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, MCAC encourages you to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by MCAC’s stockholders.

The Parties to the Business Combination

Monterey Capital Acquisition Corporation

MCAC was incorporated as a blank check company on September 23, 2021, under the laws of the state of Delaware, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we hereby refer to as a “target business.”

On May 13, 2022, MCAC consummated its IPO of 9,200,000 MCAC Public Units, which included the full exercise by EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) of its over-allotment option in the amount of 1,200,000 MCAC Public Units, generating gross proceeds of $92,000,000.

Simultaneously with the closing of the IPO, MCAC consummated the sale of 3,040,000 MCAC Private Placement Warrants in a private placement to our Sponsor, Monterrey Acquisition Sponsor, LLC, generating gross proceeds of $3,040,000. The MCAC Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

In accordance with the Current Charter, the amounts held in the Trust Account may only be used by MCAC upon the consummation of a business combination, except for the withdrawal of interest earned on the funds in the Trust Account that may be released to MCAC to pay taxes. The remaining funds held in the Trust Account (including the interest earned thereon) will not be released until the earliest to occur of (i) the completion of a business combination, (ii) the redemption of 100% of MCAC’s shares sold pursuant to the IPO if MCAC is unable to complete a business combination by November 13, 2024 (unless such time period has been extended as described herein), and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Current Charter relating to stockholders’ rights or pre-business combination activity. MCAC executed the Merger Agreement on December 31, 2022, and it must liquidate unless a business combination is consummated by November 13, 2024 (unless such time period has been extended as described herein).

After deducting the underwriting discounts, offering expenses, and commissions from the IPO and the sale of the MCAC Private Placement Warrants, a total of $92,920,000 was deposited into the Trust Account, and the remaining $923,563 of the net proceeds were outside of the Trust Account and made available to be used for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of March 31, 2024, MCAC had cash of $3,696 outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of March 31, 2024, there was $80,714,142 held in the Trust Account (including approximately $224,683 of accrued interest which MCAC can withdraw to pay taxes).

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Stock or New ConnectM Common Stock, (ii) reduced liquidity with respect to shares of MCAC Class A Common Stock or New ConnectM Common Stock, (iii) a reduced level of trading activity in the secondary trading market for shares of MCAC Class A Common Stock or New ConnectM Common Stock, (iv) a limited amount of news and analyst coverage and (v) fewer opportunities to obtain additional financing in the future. On May 22, 2024, MCAC submitted a plan to regain compliance to Nasdaq. However, there can be no assurance that such plan to regain compliance will be accepted by Nasdaq.

The MCAC Public Units, shares of MCAC Class A Common Stock, MCAC Public Warrants and MCAC Rights are currently listed on the Nasdaq Stock Market, under the symbols “MCACU,” “MCAC”, “MCACW” and “MCACR,” respectively. The MCAC Public Units, shares of MCAC Class A Common Stock, MCAC Public Warrants and MCAC Rights commenced trading on the Nasdaq Stock Market separately on or about July 1, 2022.

MCAC’s principal executive offices are located at 419 Webster Street, Monterey, California, 93940, and its telephone number is (831) 649-7388.

ConnectM Technology Solutions, Inc.

ConnectM was incorporated under the laws of the State of Delaware on March 22, 2019. ConnectM’s principal office and mailing address is 2 Mount Royal Avenue., Suite 550, Marlborough, MA, 01752, its telephone number is (617) 395-1333. ConnectM is a vertically integrated clean energy technology and solutions provider for buildings (residential and light commercial) and all-electric original equipment manufacturers (OEMs). For more information on ConnectM, please see the sections titled “Business of ConnectM” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ConnectM.”

ConnectM incurred net losses of $2,603,373 and $919,836 for the three months ended March 31, 2024 and 2023, respectively, and had an accumulated deficit of $25,466,061 as of March 31, 2024. ConnectM’s net cash used in operating activities was $1,230,749 for the three months ended March 31, 2024 and the working capital deficit totaled $15,721,766 as of March 31, 2024.

As of March 31, 2024, ConnectM had cash and cash equivalents of $861,928. In addition, ConnectM is expecting to have to pay $15.4 million of principal to ConnectM’s lenders throughout the next twelve months through December 31, 2024. ConnectM did not generate cash flows from operations for either of the three months ended March 31, 2024 or 2023. These conditions raise substantial doubt about ConnectM’s ability to continue as a going concern within one year after the date that such combined consolidated financial statements are issued. Such 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 ConnectM be unable to continue as a going concern.

Management’s plans include the following:

•

Obtaining additional financing from related parties and third parties;

•

Potentially extend existing debt agreements; and

•

Executing the business combination with MCAC

ConnectM cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Further, ConnectM cannot provide any assurance that its current noteholders will provide relief and extend the repayment schedule of ConnectM’s current required payments under its debt agreements. ConnectM’s primary uses of cash are to fund its operations as it continues to grow its business. ConnectM will require a significant amount of cash for expenditures as it invests in continuing its acquisition strategy and capitalizes on synergies because of such acquisitions. We have experienced significant net losses since inception and, given the significant expenditures associated with our business plan, we anticipate that we will continue to incur net losses. ConnectM’s future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section entitled “Risk Factors.”

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after the closing of the Business Combination. The sale of additional equity would result in additional dilution to stockholders after the closing. The incurrence of debt financing would result in debt service obligation and instruments governing such debt could provide for operating and financial covenants that could restrict ConnectM’s operations. There can also be no assurances that ConnectM will be able to raise additional capital. The inability to raise capital could adversely affect our ability to achieve our business objectives. ConnectM’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.

For additional information, please see section titled “Information about ConnectM — Management’s Discussion and Analysis of Financial Condition and Results of Operations of ConnectM.”

Merger Sub

Merger Sub is a wholly-owned subsidiary of MCAC formed to consummate the Business Combination. Following the consummation of the Business Combination, Merger Sub will have merged with and into ConnectM, with ConnectM surviving the Merger as a wholly-owned subsidiary of MCAC.

The mailing address of Merger Sub’s principal executive office is 419 Webster Street, Monterey, California, 93940, and its telephone number is (831) 649-7388.

The Merger Agreement

On December 31, 2022, MCAC entered into the Merger Agreement by and among MCAC, Merger Sub and ConnectM. 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 Board has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) recommended the approval of the Merger Agreement and related matters by the stockholders of MCAC. In addition, in connection with the consummation of the Merger, MCAC will be renamed ConnectM Technology Solutions, Inc.

Treatment of ConnectM Securities

ConnectM Stock. At the Effective Time, each share of ConnectM Common Stock and ConnectM Preferred Stock (collectively, the “ConnectM Stock”) (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.

While the Sponsor and certain ConnectM Stockholders entered into lock-up agreements in connection with the execution of the Merger Agreement which contain lock-up restrictions for a period of either 180 days or 150 days following the Closing Date, as applicable, and such shares will not be freely tradable subject to federal securities laws and other applicable rules and regulations, including the effectiveness of the registration statement to register the resale of shares of the Combined Company. Assuming no redemptions,

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immediately following the Closing, 13,367,155 shares of New ConnectM common stock, representing approximately 54% of the outstanding shares of New ConnectM common stock, will be freely tradable.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing and qualification, (b) capital structure, (c) authorization to enter into the Merger Agreement, (d) compliance with laws and permits, (e) financial statements and internal controls, (f) absence of certain changes and undisclosed liabilities, (g) litigation, (h) labor and employee matters, (i) environmental matters, (j) tax matters, (k) real and personal property, (l) intellectual property, (m) insurance, (n) material contracts, (o) brokers and finders, (p) trade compliance and (q) transactions with affiliates.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for MCAC and ConnectM to use reasonable best efforts to cooperate in the preparation of the Registration Statement and proxy statement/prospectus required to be filed in connection with the Merger and to obtain all requisite approvals of their respective stockholders including, in the case of MCAC, approvals of the Merger Agreement and the Merger, the restated certificate of incorporation, the share issuance under Nasdaq rules and the equity incentive plan of the Combined Company. MCAC has also agreed to include in the proxy statement/prospectus the recommendation of the Board that stockholders approve all of the Proposals to be presented at the Meeting.

2023 Equity Incentive Plan

MCAC has agreed to approve and adopt the incentive award plan (the “2023 Equity Incentive Plan”), which will be effective as of the Closing and in a form mutually acceptable to MCAC and ConnectM. 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 less (ii) the number of shares of MCAC Common Stock subject to awards under the 2023 Equity Incentive Plan, granted subsequent to the date of the Merger Agreement and prior to the Effective Time multiplied by the Exchange Ratio, 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.

Non-Solicitation Restrictions

Each of MCAC and ConnectM has agreed that from the date of the Merger Agreement to the Closing or, if earlier, the termination of the Merger Agreement in accordance with its terms, it will not initiate any negotiations with any party, or provide non-public information or data concerning it or its subsidiaries to any party relating to a Parent Acquisition Proposal, in the case of MCAC, or a Company Acquisition Proposal, in the case of the Company (as such terms are defined in the Merger Agreement), or enter into any agreement relating to such a proposal. Each of MCAC and ConnectM has also agreed to use its reasonable best efforts to prevent any of its representatives from doing the same.

Conditions to Closing

The consummation of the Merger is conditioned upon, among other things, (i) receipt of the MCAC stockholder approval and ConnectM stockholder approval, (ii) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the transactions, (iv) the effectiveness of the Registration Statement under the Securities Act of 1933, as amended

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(the “Securities Act”), (v) the common stock of the Combined Company to be issued pursuant to the Merger Agreement being listed or having been approved for listing on Nasdaq, (vi) solely with respect to MCAC, (A) the representations and warranties of ConnectM being true and correct to applicable standards in the Merger Agreement and each of the covenants of ConnectM having been performed or complied with in all material respects, and (B) since the date of the Merger Agreement there not having been a material adverse effect on ConnectM that is continuing and (vii) solely with respect to ConnectM, (A) the representations and warranties of MCAC being true and correct to applicable standards in the Merger Agreement and each of the covenants of MCAC having been performed or complied with in all material respects, (B) since the date of the Merger Agreement there not having been a material adverse effect on MCAC that is continuing, and (C) the effective resignations of certain directors and officers of MCAC. The Merger Agreement does not include a minimum cash condition. Any of the conditions to MCAC’s or ConnectM’s obligations to complete the Business Combination may be waived, in whole or in part, to the extent permitted by applicable law, provided, however, that any such waiver shall only be effective if made in writing and executed by the party against whom the waiver is to be effective. In the event of a waiver of a condition, the MCAC Board will evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and re-solicitation of proxies is necessary. In the event that the MCAC Board determines any such waiver is not significant enough to require re-solicitation of its stockholders, it will have the discretion to complete the Business Combination without seeking further stockholder approval.

For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to the Closing of the Merger” beginning on page 109 of this proxy statement/prospectus.

Termination

The Merger Agreement may be terminated at any time prior to the Effective Time 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 the closing conditions would not be satisfied at the Closing (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 the 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 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) by the Board.

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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.

The Merger Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about MCAC, ConnectM or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about MCAC, ConnectM or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that MCAC makes publicly available in reports, statements and other documents filed with the SEC. MCAC and ConnectM investors and securityholders are not third-party beneficiaries under the Merger Agreement.

Certain Related Agreements

Sponsor Support Agreement. In connection with the execution of the Merger the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MCAC, certain independent directors of MCAC, and ConnectM, pursuant to which 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 the Current Charter with respect to the MCAC Class B Common Stock and vote all shares of MCAC 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 MCAC Class B Common Stock execute the Amended Registration Rights Agreement (as defined below), 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. The holders of MCAC Class B Common Stock have also agreed to waive the anti-dilution or similar protections with respect to the shares of MCAC Class B Common Stock.

Company Stockholder Support Agreement. In connection with the execution of the Merger Agreement, MCAC entered into a stockholder support agreement (the “Company Stockholder Support Agreement”) with ConnectM and the Company Stockholders (as defined in the Company Stockholder Support Agreement), pursuant to which to 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 (the “Lock-up Agreements”), 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 MCAC Common Stock during the period beginning on the Closing Date and ending on the earlier of (A) 180 days after the Closing Date and (B)(x) the date on which the price of MCAC Common Stock equals or exceeds $16.50 for any 20 trading days within any 30 trading day period following the 150th day after the Closing Date, or (y) a Change of Control (as defined in the Lock-up Agreements). Assuming no redemptions, immediately following the Closing, 13,367,155 shares of New ConnectM common stock, representing approximately 54% of the outstanding shares of New ConnectM common stock, will be freely tradable.

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Agreement, among MCAC, certain stockholders of ConnectM and each holder of Class B Common Stock of MCAC (a “Registration Rights Agreement”). The cumulative number of shares of the Combined Company entitled to registration rights under the Registration Rights Agreement will be approximately 6,812,823 shares of New ConnectM common stock, which are held by the Sponsor, the independent directors of MCAC, the Anchor Investors and officers, directors and ten percent holders of ConnectM Common Stock. Certain investors, such as the Sponsor, the independent directors of MCAC and the Anchor Investors may have an incentive to sell their shares of New ConnectM common stock given each initially purchased such shares at a price that may be below the trading price of New ConnectM common stock and could make substantial profits upon resales even if the trading price of the New ConnectM common stock is low, whereas the MCAC stockholders who purchased shares of MCAC Class A Common Stock as a part of the IPO at a price of $10.00 per MCAC Unit or, subsequent to the IPO, shares of MCAC Class A Common Stock at a price higher than the potential trading price of New ConnectM common stock after the consummation of the Business Combination may not experience a similar rate of return on the securities they purchased due to differences in their purchaser prices and the potential trading price. Therefore, upon the effectiveness of the aforementioned registration statement and the expiration of any applicable lock-up restrictions, the market price of the New ConnectM common stock may experience negative selling pressure from potential sales by such investors. See “The Business Combination Proposal — Certain Related Agreements — Amended and Restated Registration Rights Agreement” for additional information.

Forward Purchase Agreement. In connection with the execution of the Merger Agreement, MCAC and 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 MCAC Class A Common Stock, from holders of MCAC Class A Common Stock (other than MCAC or affiliates of MCAC), including from those public stockholders who have elected to redeem MCAC Class A Common Stock (such holders, “Redeeming Holders”) pursuant to the redemption rights set forth in the Current Charter. Pursuant to the Forward Purchase Agreement, Meteora may purchase up to a maximum of 6,600,000 shares of MCAC Class A Common Stock at a price equal to the estimated redemption price of approximately $11.21 per share of MCAC Class A Common Stock (based on the amount of approximately $78,557,231 held in the Trust Account as of May 9, 2024 which amount includes interest but excludes the funds to be used to pay taxes) 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 MCAC Class A Common Stock in connection with the Merger. Such waiver may reduce the number of MCAC 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 MCAC Class A Common Stock purchased by Meteora, not including the Share Consideration Shares (as defined below), shall be referred to as the “Recycled Shares.” No purchases of MCAC Class A Common Stock have been made by Meteora pursuant to the Forward Purchase Agreement to date.

The Forward Purchase Agreement provides that not later than one local business day following the Closing (the “Prepayment Date”), MCAC will pay to Meteora, out of funds held in MCAC’s 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 and Meteora shall use such amount to purchase shares of MCAC (the “Share Consideration Shares”). The Share Consideration Shares shall be free and clear of all obligations with respect to Meteora. In addition, MCAC shall pay to Meteora in cash an amount equal to the product of (x) the Prepayment Amount, multiplied by (y) 0.75% by no later than the Prepayment Date, subject to a floor of $250,000 (the “Cash Consideration”).

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the quantity by which the number of Shares is to be reduced (the “Terminated Shares”). MCAC shall be entitled to an amount per Terminated Share equal to the product of (x) the number of Terminated Shares multiplied by (y) 95% of the Reset Price, with the remainder of the proceeds going to Meteora.

From time to time following the Closing 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 the Meteora an amount in cash equal to the product of (x)(i) the number of Recycled 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 the 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 Recycled Shares sold multiplied by 95% of 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 MCAC 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 30 trading days ending on 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) the number of Recycled Shares 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 MCAC 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 (as defined in the Forward Purchase Agreement).

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.

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business strategy. While the Combined Company may receive cash proceeds from sales of Recycled Shares by Meteora, Meteora may not have any incentive to sell Recycled Shares unless the trading price of the Class A Common Stock is above the Reset Price. There is no guarantee that the trading price of the Class A Common Stock will equal or exceed the Reset Price at any given time. In such a case, Meteora may not sell Recycled Shares, in which case the Combined Company will not be able to receive any cash proceeds from the Forward Purchase Agreement. Accordingly, any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. In addition, if Meteora decides to sell its shares into the open market, it may cause the trading price of the Class A Common Stock to decline significantly. See “Risk Factors — Risks Related to the Forward Purchase Agreement.”

In connection with MCAC’s IPO, Meteora and its affiliates entered into an investment agreement with MCAC and the Sponsor pursuant to which Meteora and its affiliates purchased 792,000 units of MCAC at the initial public offering price of $10.00 per unit and 60,000 Meteora Founder Shares, at a purchase price of approximately $0.009 per Founder Share. Except for such purchases in connection with MCAC’s IPO, none of MCAC, ConnectM, or their directors, officers, advisors or respective affiliates had any material relationship with Meteora at the time the Forward Purchase Agreement was negotiated. To the knowledge of MCAC, Meteora and its affiliates continue to own only the 60,000 Founder Shares Meteora acquired in connection with MCAC’s IPO.

For illustrative purposes, the following table sets forth how the Forward Purchase Agreement would work assuming that Meteora purchases 1,000,000 shares tendered for redemption by the public stockholders and assumed Reset Prices of $7.50 and $5.00, respectively.

	FPA Scenario 1(1)			FPA Scenario 2(2)			FPA Scenario 3(3)			FPA Scenario 4(4)
Number of shares tendered for redemption and purchased by Meteora			1,000,000			1,000,000			1,000,000			1,000,000
Assumed Reset Price		$	7.50		$	5.00		$	7.50		$	5.00
Prepayment Shortfall		$	112,852		$	112,852		$	112,852		$	112,852
Prepayment Amount(5)		$	11,097,148		$	11,097,148		$	11,097,148		$	11,097,148
Share Consideration(6)		$	448,400		$	448,400		$	448,400		$	448,400
Cash Consideration		$	250,000		$	250,000		$	250,000		$	250,000
Terminated Shares			500,000			500,000			—			—
Cash paid by Meteora to Combined Company for Terminated Shares		$	3,562,500		$	2,375,000			—			—
Maturity Consideration(7)		$	1,000,000		$	1,000,000		$	2,000,000		$	2,000,000
Shares to be returned to Combined Company on the Maturity Date			500,000			500,000			1,000,000			1,000,000
Cash paid to Meteora at the Maturity Date		$	7,647,500		$	8,835,000		$	11,210,000		$	11,210,000

(1)

FPA Scenario 1 assumes that (i) 1,000,000 shares tendered for redemption by the public stockholders are purchased under the Forward Purchase Agreement, (ii) an assumed Reset Price of $7.50, and (iii) 500,000 shares purchased by Meteora under the Forward Purchase Agreement are held by Meteora at the Maturity Date and 500,000 shares are sold by Meteora in the open market and are Terminated Shares.

(2)

FPA Scenario 2 assumes that (i) 1,000,000 shares tendered for redemption by the public stockholders are purchased under the Forward Purchase Agreement, (ii) an assumed Reset Price of $5.00 (as a result of a Dilutive Offering Reset (as defined in the Forward Purchase Agreement)), and (iii) 500,000 shares purchased by Meteora under the Forward Purchase Agreement are held by Meteora at the Maturity Date and 500,000 shares are sold by Meteora in the open market and are Terminated Shares.

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(3)

FPA Scenario 3 assumes that (i) 1,000,000 shares tendered for redemption by the public stockholders are purchased under the Forward Purchase Agreement, (ii) an assumed Reset Price of $7.50, and (iii) all 1,000,000 shares purchased by Meteora under the Forward Purchase Agreement are held by Meteora at the Maturity Date.

(4)

FPA Scenario 3 assumes that (i) 1,000,000 shares tendered for redemption by the public stockholders are purchased under the Forward Purchase Agreement, (ii) an assumed Reset Price of $5.00 (as a result of a Dilutive Offering Reset (as defined in the Forward Purchase Agreement)), and (iii) all 1,000,000 shares purchased by Meteora under the Forward Purchase Agreement are held by Meteora at the Maturity Date.

(5)

Assumes a $11.21 per share redemption price as of May 9, 2024 as the Initial Price. The Prepayment Amount is payable out of the Trust Account into the escrow account immediately following the Business Combination. Does not reflect any payments made by Meteora to those public stockholders who tendered their shares for redemption.

(6)

Amount to be used to purchase shares of the Combined Company.

(7)

Assumes the Maturity Consideration is paid in cash and there is no Registration Failure (as defined in the Forward Purchase Agreement). Maturity Consideration may be paid in shares based on the average daily VWAP price over the 30 trading days ending on the Maturity Date.

Under FPA Scenarios 3 and 4 in the table above, if Meteora does not sell any of the shares purchased under the Forward Purchase Agreement, the Combined Company would not receive any cash proceeds from the Forward Purchase Agreement and would have to make significant payments to Meteora. Meteora is not obligated to sell any shares that it purchases under the Forward Purchase Agreement and has no incentive to sell any of such shares unless the market price of the Class A Common Stock significantly exceeds the Reset Price. Accordingly, if Meteora makes purchases under the Forward Purchase Agreement and the market price of the Class A Common Stock declines following Closing, the Combined Company will likely not receive any cash proceeds from the Forward Purchase Agreement and will need to make the payments to Meteora as described above.

Under the FPA Scenarios set forth above, the Combined Company could potentially be required to pay a maximum amount of approximately $13.9 million to Meteora as compared to up to $11.2 million that Meteora could spend to acquire such shares. Accordingly, any purchases made by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. Due to such risk, MCAC may decide to terminate the Forward Purchase Agreement and pay the break-up fee described above.

Regulatory Approvals

Under the HSR Act, and the related rules and regulations issued by the Federal Trade Commission, which we refer to as the FTC, certain transactions may not be consummated until notifications have been given and specified information and documentary material have been furnished to the FTC and the United States Department of Justice, which we refer to as the DOJ, and the applicable waiting periods have expired or been terminated. The completion of the Merger is conditioned upon the expiration or early termination of the HSR Act waiting period. We and ConnectM have determined that no filing is required under the HSR Act with the DOJ or the FTC and as a result this condition has been met.

Summary of Material United States Federal Income Tax Considerations of the Business Combination

MCAC and ConnectM intend that, for U.S. federal income tax purposes, the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Assuming that the Business Combination so qualifies, a U.S. Holder (as defined herein) of ConnectM capital stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of shares of MCAC Common Stock. The tax consequences of the transactions to each ConnectM stockholder may depend on such holder’s particular facts and circumstances. ConnectM stockholders are urged to consult their tax advisors to understand fully the consequences to them of the transactions in their specific circumstances. For more information, see “Material U.S. Federal Income Tax

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Considerations of the Redemption Rights and the Business Combination” beginning on page 162 of this proxy statement/prospectus.

Management

Effective as of the Closing, the Combined Company’s board of directors will have five directors, two of which will be Bala Padmakumar and Bhaskar Panigrahi. ConnectM will designate the three remaining directors, who will be “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. At the Closing, all of the officers of MCAC shall resign and the individuals serving as officers of the Combined Company immediately after the Closing will be officers designated by ConnectM.

See “Management After the Merger — Executive Officers and Directors” for additional information.

Voting Securities

As of the Record Date, there were 9,447,247 shares of common stock outstanding, which included 7,147,247 shares of MCAC Class A Common Stock outstanding and 2,300,000 shares of MCAC Class B Common Stock outstanding. Only MCAC stockholders who hold shares of MCAC Common Stock of record as of the close of business on May 20, 2024 are entitled to vote at the Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of majority of the votes cast by the stockholders of MCAC present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of each of the MCAC Class A Common Stock and MCAC Class B Common Stock, voting separately.

Attending the Meeting either by virtual attendance or by submitting your proxy and abstaining from voting will have the same effect as voting against the Charter Amendment Proposal and will have no effect on the other Proposals and, assuming a quorum is present, broker non-votes will have the same effect as voting against the Charter Amendment Proposal and no effect on the other Proposals.

With respect to the Business Combination, pursuant to the Sponsor Support Agreement, the Sponsor, and certain independent directors of MCAC holding an aggregate of 1,700,000 shares of MCAC Class B Common Stock to be converted into the right to receive that number of shares of MCAC Class A Common Stock by virtue of the Merger, representing 17.9% of the voting power of MCAC as of May 9, 2024, have agreed to vote its shares of common stock in favor of each of the Proposals.

Appraisal Rights

Appraisal rights are not available to holders of shares of MCAC Common Stock in connection with the proposed Business Combination under Delaware law. Under the DGCL, with certain exceptions, ConnectM’s stockholders will have appraisal rights in connection with a merger or consolidation of ConnectM.

Redemption Rights

Pursuant to the Current Charter, holders of public shares may elect to have their shares redeemed for cash, regardless of whether they vote for or against or abstain from voting on the Business Combination Proposal, at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares of common stock. As of May 9, 2024, this would have amounted to approximately $11.21 per share based on amounts on deposit in the Trust Account as of May 9, 2024 (which amount includes interest but excludes the funds to be used to pay taxes).

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You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

hold public shares through MCAC Public Units and you elect to separate your MCAC Public Units into the underlying public shares prior to exercising your redemption rights with respect to the public shares; and

(ii)

prior to 5:00 p.m., Eastern Time, on July 8, 2024, (a) submit a written request to Continental that MCAC redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.

Holders of outstanding MCAC Public Units must separate the underlying shares of common stock prior to exercising redemption rights with respect to the shares. If the MCAC Public Units are registered in a holder’s own name, the holder must deliver the certificate for its MCAC Public Units to Continental, with written instructions to separate the MCAC Public Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the public shares from the Units.

If a holder exercises his/her redemption rights, then such holder will be exchanging his/her public shares for cash and will no longer own shares of the Combined Company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Interests of the Sponsor and Certain Persons in the Business Combination

Certain officers and directors of MCAC have pecuniary interests in such investments through their ownership interest in the Sponsor. None of the Sponsor or current officers or directors of MCAC will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination or as described above. The interests of the Sponsor or current officers or directors of MCAC may be different from or in addition to (and which may conflict with) your interest.

These interests include, among other things:

•

The fact that if an initial business combination is not completed by November 13, 2024 (unless such time period has been extended as described herein), MCAC will be required to dissolve and liquidate. In such event, the 1,700,000 shares of MCAC Class B Common Stock, or the “Founder Shares,” that were acquired pursuant to a private placement concurrent with the IPO which are currently held by our Sponsor for the price of approximately $0.009 per share, which is associated with certain of our officers and directors, and certain independent directors of MCAC, will be worthless because the Sponsor and independent directors of MCAC have agreed to waive their rights to any liquidation distributions. Such shares of common stock had an aggregate market value of $19,142,000 based on the closing price of the shares of MCAC Class A Common Stock of $11.26 on the Nasdaq Capital Market as of May 9, 2024.

•

The fact that if an initial business combination is not completed by November 13, 2024 (unless such time period has been extended as described herein), the 3,040,000 MCAC Private Placement Warrants purchased for a total purchase price of $3,040,000, will be worthless. Such Private Placement Warrants had an aggregate market value of approximately $60,800, based on the closing price of our public warrants of approximately $0.02 on the Nasdaq Capital Market as of May 9, 2024.

•

The fact that the Sponsor has invested an aggregate of $3,065,000 (consisting of $25,000 for the Founder Shares, or approximately $0.009 per share, and $3,040,000 for the Private Placement Warrants) means that our Sponsor, officers and directors stand to make significant profit on their investment and could potentially recoup their entire investment in MCAC even if the trading price of the shares of MCAC Class A Common Stock were as low as $1.33 per share (assuming no redemptions and even if the Private Placement Warrants are worthless) and therefore our Sponsor, officers and directors may experience a positive rate of return on their investment, even if our public shareholders experience a negative rate of return on their investment.

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The fact that if an initial business combination is not consummated by November 13, 2024, our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of an aggregate amount of $4,438,711 as of the date of this filing, which investment included (i) $25,000 for the initial investment from the Sponsor for the Founder Shares, (ii) $3,040,000 for the purchase of the MCAC Private Placement Warrant by the Sponsor, (iii) $113,600 in unpaid administrative service fees, (iv) $1,254,457 in working capital loans, (v) $4,860 in cash advances from the Sponsor and (vi) $794 in reimbursable amounts owed to a director of MCAC.

•

The interest of MCAC’s directors and officers in completing a business combination may present a conflict of interest with their determination as to whether the business combination or any changes or waivers in the terms of the transactions contemplated thereby are appropriate and in our stockholders’ best interest.

•

The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate.

•

The Sponsor and its affiliates can earn a positive rate of return on their investment, even if other MCAC stockholders experience a negative rate of return in the Combined Company following the Business Combination.

•

If the Business Combination is completed, certain of our officers and directors, including Bala Padmakumar, are currently expected to continue to serve as directors of New ConnectM. As such, in the future they may receive any cash fees, stock options or stock awards that the New ConnectM Board determines to pay to its directors.

•

The Current Charter provides that MCAC renounces its interest in any corporate opportunity offered to any director or officer, or any of their respective affiliates, unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of MCAC and (i) such opportunity is one that MCAC is legally and contractually permitted to undertake and would otherwise be reasonable for MCAC to pursue, and (ii) the director or officer is permitted to refer that opportunity to MCAC without violating any legal obligation. Notwithstanding such provision, MCAC believes that such provision did not impact MCAC’s search for a business combination target because MCAC’s officers and directors have confirmed to MCAC that there were no such corporate opportunities that were not presented to MCAC pursuant to such provision.

•

Following the consummation of the Business Combination, MCAC will continue to indemnify its existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

See “The Business Combination Proposal — Interests of the Sponsor and Certain Persons in the Business Combination” for additional information.

Nasdaq Stock Market Listing

MCAC has filed an initial listing application for the Combined Company common stock with Nasdaq and believes that the Combined Company will satisfy all criteria for initial listing upon completion of the Merger. If such application is approved, upon completion of the Merger, it is expected that the common stock and warrants of the Combined Company will trade on Nasdaq under the symbols “CNTM” and “CNTMW,” respectively.

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Anticipated Accounting Treatment

It is anticipated that the Business Combination will be accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting, MCAC will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the ConnectM stockholders are expected to have a majority of the voting power of the Combined Company, ConnectM will comprise all of the ongoing operations of the Combined Company, ConnectM will comprise a majority of the governing body of the Combined Company, and ConnectM’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of ConnectM issuing shares for the net assets of MCAC, accompanied by a recapitalization. The net assets of MCAC will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of ConnectM.

Recommendations of the Board and Reasons for the Business Combination

After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, MCAC and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and the evaluation of materials provided by ConnectM. The Board did not obtain a fairness opinion on which to base its assessment. The Board recommends that MCAC stockholders vote:

•

FOR the Business Combination Proposal;

•

FOR the Charter Amendment Proposal, including the Advisory Charter Amendment Proposals;

•

FOR the Incentive Plan Proposal;

•

FOR the Nasdaq Proposal; and

•

FOR the Adjournment Proposal.

ConnectM Going Concern

ConnectM incurred net losses of $2,603,373 and $919,836 for the three months ended March 31, 2024 and 2023 and had accumulated deficit of $25,466,061 as of March 31, 2024. ConnectM expects to incur additional losses and higher operating expenses for the foreseeable future. These conditions raises substantial doubt about ConnectM’s ability to continue as a going concern within one year after the date that these combined consolidated financial statements are issued that has not been alleviated. ConnectM’s management plans to alleviate the substantial doubt identified include obtaining additional financing from related parties and third parties, and potentially extending existing debt agreements.

Summary Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 46 of this proxy statement/prospectus. Some of these risks related to are summarized below. References in the summary below to “ConnectM” generally refer to ConnectM in the present tense or the Combined Company from and after the Business Combination.

The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing MCAC’s, ConnectM’s and/or the Combined Company’s business.

Risks Related to MCAC’s Business and the Business Combination

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one month each time. On November 9, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to December 13, 2023 by depositing approximately $325,715 in the Trust Account. On December 11, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to January 13, 2024 by depositing approximately $325,715 in the Trust Account. On January 8, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to February 13, 2024 by depositing approximately $325,715 in the Trust Account. MCAC previously extended the deadline for the consummation of an initial business combination pursuant to the Initial Extensions. On February 9, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to March 13, 2024 by depositing approximately $325,715 in the Trust Account. On March 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to April 13, 2024 by depositing approximately $325,715 in the Trust Account. On April 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to May 13, 2024 by depositing approximately $325,715 in the Trust Account. On May 10, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to June 13, 2024 by depositing approximately $315,416 in the Trust Account. On June 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to July 13, 2024 by depositing approximately $315,416 in the Trust Account. If MCAC does not consummate the Business Combination and fails to complete an initial business combination within the required time period, MCAC will be required to dissolve and liquidate, unless we seek stockholder approval to amend the Current Charter to extend the date by which the Business Combination may be consummated. In the event of a liquidation, MCAC’s public stockholders may receive approximately $11.21 per share based upon the amount in the Trust Account as of May 9, 2024 and the MCAC Warrants will expire worthless.

•

You must tender your shares of common stock in order to validly seek redemption at the Meeting of stockholders.

•

If third parties bring claims against MCAC, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by MCAC stockholders may be less than approximately $11.21 per share based upon the amount in the Trust Account as of May 9, 2024.

•

Any distributions received by MCAC stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, MCAC was unable to pay its debts as they fell due in the ordinary course of business.

•

If MCAC’s due diligence investigation of ConnectM was inadequate, then stockholders of MCAC following the Business Combination could lose some or all of their investment.

Risks Related to MCAC’s Forward Purchase Agreement

•

If the trading price of the MCAC Class A Common Stock decreases, the amount of cash the Combined Company receives through the Forward Purchase Agreement mechanisms will decrease.

•

If Meteora purchases any shares pursuant to the Forward Purchase Agreement, the Combined Company will have cash payment obligations that could, as a result, significantly reduce the Combined Company’s cash reserves.

•

Other events may result in Meteora having no payment obligations to the Combined Company at settlement under the Forward Purchase Agreement.

•

Shares sold under the Forward Purchase Agreement will not count towards the Combined Company’s Public Float.

•

The Combined Company may be required to make a future cash payment or issue additional shares of MCAC Class A Common Stock to Meteora pursuant to the Forward Purchase Agreement at the Maturity Date, which would reduce the amount of cash available to the Combined Company to fund its operations or dilute the percentage ownership held by the existing stockholders.

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Risks Related to the Combined Company’s Common Stock

•

The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.

•

Volatility in the Combined Company’s share price could subject the Combined Company to securities class action litigation.

Risks Related to ConnectM’s Business

•

Due to ConnectM operating as a going concern, there is a possibility that ConnectM may never be profitable and you may lose all or part of your investment. During the three months ended March 31, 2024 and 2023, ConnectM incurred net losses of $2,603,373 and $919,836, respectively. Additionally, ConnectM did not generate cash flows from operations for either of the three months ended March 31, 2024 or 2023. Continued operations are dependent on ConnectM’s ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms.

•

ConnectM operates in the early-stage market of DE2 adoption, has a history of losses and expects to incur significant ongoing expenses;

•

ConnectM’s management has no experience in operating a public company;

•

ConnectM has identified material weaknesses in its internal control over financial reporting. If ConnectM is unable to remediate these material weaknesses, or if ConnectM identifies additional material weaknesses in the future or otherwise fails to maintain an effective internal control over financial reporting, this may result in material misstatements of ConnectM’s consolidated financial statements or cause ConnectM to fail to meet its periodic reporting obligations;

•

ConnectM’s growth strategy depends on the widespread adoption of DE2 Services;

•

If ConnectM cannot compete successfully against other DE2 Service Providers, it may not be successful in developing its operations and its business may suffer;

•

With respect to providing electricity on a price-competitive basis, solar systems face competition from traditional regulated electric utilities, from less-regulated third party energy service providers and from new renewable energy companies;

•

ConnectM’s market is characterized by rapid technological change, which requires it to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of its products and its financial results;

•

Developments in alternative technologies may materially adversely affect demand for ConnectM’s offerings;

•

The operation and maintenance of ConnectM’s facilities are subject to many operational risks, the consequences of which could have a material adverse effect on its business, financial condition, results of operations and prospects; and

•

ConnectM’s business, financial condition, results of operations and prospects could suffer if it does not proceed with projects under development or is unable to complete the construction of, or capital improvements to, facilities on schedule or within budget.

•

ConnectM’s and its independent registered public accounting firm have identified material weaknesses in its internal control over financial reporting. If ConnectM is unable to remediate these material weaknesses, or if the Combined Company identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, the Combined Company may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect its business and the market price of the Combined Company’s common stock.

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SUMMARY HISTORICAL FINANCIAL DATA OF MCAC

The summary historical financial information of MCAC as of and for the years ended December 31, 2023 and December 31, 2022 was derived from the audited historical financial statements of MCAC included elsewhere in this proxy statement/prospectus. The summary historical financial information of MCAC as of and for the three months ended March 31, 2024 and 2023 was derived from the unaudited historical financial statements of MCAC included elsewhere in this proxy statement/prospectus.

The following summary historical financial information should be read together with MCAC’s financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MCAC” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace MCAC’s financial statements and the related notes thereto. MCAC’s historical results are not necessarily indicative of the results that may be expected in the future.

	For the three months ended March 31, 2024			For the three months ended March 31, 2023			For the year ended December 31, 2023			For the year ended December 31, 2022
Balance Sheet Data:
Current assets		$	5,363		$	8,006		$	72,306		$	12,721
Trust Account			80,714,142			95,008,704			78,702,824			94,209,804
Total assets			80,719,505			95,016,710			78,775,130			94,222,525
Total liabilities			40,541,084			9,888,170			28,965,425			8,508,448
Class A common stock subject to possible redempition			80,469,992			94,499,825			78,733,357			93,768,637
Stockholders’ deficit			(40,291,571)			(9,371,285)			(28,923,896)			(8,054,560)

Statements of Operations

	As of March 31, 2024			As of March 31, 2023			As of December 31, 2023			As of December 31, 2022
General and administrative expenses		$	860,772		$	809,927		$	2,980,863		$	2,098,401
Loss from operations			(860,772)			(809,927)			(2,980,863)			(2,098,401)
Net Loss			(9,631,284)			(585,537)			(14,943,203)			(3,763,638)
Weighted average shares oustanding of Class A common stock subject to possible redemption			7,238,125			9,200,000			8,909,750			5,872,877
Basic and diluted net loss per share, Class A common stock subject to possible redemption			(1.00)			(0.05)			(1.32)			(0.46)
Weighted average shares oustanding of Class A common stock			138,000			138,000			138,000			88,093
Basis and diluted net loss per share, Class A common stock			(1.00)			(0.05)			(1.32)			(0.46)
Weighted average shares oustanding of Class B common stock			2,300,000			2,300,000			2,300,000			2,191,507
Basis and diluted net loss per share, Class B common stock			(1.00)			(0.05)			(1.32)			(0.46)

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SUMMARY HISTORICAL FINANCIAL DATA OF CONNECTM

The summary historical financial information of ConnectM as of and for the years ended December 31, 2023 and December 31, 2022 was derived from the audited historical financial statements of ConnectM included elsewhere in this proxy statement/prospectus. The summary historical financial information of ConnectM as of and for the three months ended March 31, 2024 and 2023 was derived from the unaudited historical financial statements of ConnectM included elsewhere in this proxy statement/prospectus.

The following summary historical financial information should be read together with ConnectM’s financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ConnectM” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace ConnectM’s financial statements and the related notes thereto. ConnectM’s historical results are not necessarily indicative of the results that may be expected in the future, and ConnectM’s results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any other period.

	For the three months ended March 31, 2024			For the three months ended March 31, 2023			For the year ended December 31, 2023			For the year ended December 31, 2022
Statements of Operations
Revenues		$	5,755,195		$	5,267,651		$	19,972,239		$	15,441,315
Cost and Expenses
Cost of Services			3,770,386			3,546,732			14,934,962			11,404,224
Selling, General and Administrative			3,399,447			2,709,609			12,320,295			7,315,381
Loss on impairment			—			—			181,853			589,299
Loss from Operations			(1,414,638)			(988,690)			(7,464,871)			(3,867,589)
Other income (expense)			(1,188,735)			68,854			(1,733,983)			(216,400)
Loss before provision for income taxes			(2,603,373)			(919,836)			(9,198,584)			(4,083,989)
Provision for income taxes			—			—			—			541,406
Net loss			(2,603,373)			(919,836)			(9,198,854)			(3,542,583)
Net loss attributable to noncontrolling interests interests			2,337			(14,729)			(49,188)			(2,702)
Net loss attributable to Shareholders			(2,605,710)			(905,107)			(9,149,666)			(3,539,881)
Foreign currency translation adjustment			10,518			88,191			97,613			28,984
Comprehensive loss			(2,592,855)			(831,645)			(9,052,053)			(3,510,897)
Comprehensive Loss Attributable to Noncontrolling Interests			2,337			(14,729)			(49,118)			(2,702)
Comprehensive Loss Attributable to Common Stockholders			(2,595,192)			(816,916)			(9,002,865)			(3,508,195)

Balance Sheet Data

	As of March 31, 2024			As of March 31, 2023			As of December 31, 2023			As of December 31, 2022
Total assets		$	13,796,544		$	10,884,757		$	13,156,473		$	11,057,806
Total liabilities			25,871,922			12,097,937			22,639,037			11,439,535
Total mezzanine equity			11,982,284			11,982,284			11,982,284			11,982,284
Total stockholders’ deficit			(24,057,662)			(13,195,464)			(21,464,848)			(12,364,014)

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION

The following tables set forth:

•

Historical per share information for MCAC for the three months ended March 31, 2024 and for the year ended December 31, 2023

•

Historical per share information for ConnectM for the three months ended March 31, 2024 and for the year ended December 31, 2023

•

Unaudited pro forma per share information of the combined company for the three months ended March 31, 2024 and for the year ended December 31, 2023 after giving effect to the Business Combination, as follows:

Assuming No Redemption: This presentation assumes that no public stockholders of MCAC exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

Assuming Maximum Redemption: — In addition to the assumptions described in the “No Redemptions” scenario, this scenario assumes that approximately 7.0 million shares of MCAC Class A Common Stock are redeemed at an assumed redemption price of approximately $10.92 per share based on the funds held in the Trust Account available for redemptions as of March 31, 2024 of approximately $76.5 million, less any required payments for income taxes, franchise taxes, and other taxes, to be paid from the trust account. The redemptions further exclude 138,000 shares of MCAC Class A Common Stock held by the Underwriter who has agreed to waive their redemption rights. If any incremental redemptions were to occur, the business combination could not be executed.

The following table should be read in conjunction with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of MCAC and ConnectM and the related notes thereto that are included elsewhere in this proxy statement/prospectus. The unaudited MCAC and ConnectM pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined net loss per share information below does not purport to represent the actual results of operations that would have occurred had the companies been combined during the period presented, nor does it purport to represent the actual results of operations for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of MCAC and ConnectM would have been had the companies been combined during the period presented.

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							Combined Pro Forma						ConnectM Equivalent Per Share Pro Forma(b)
	MCAC (Historical)			ConnectM (Historical)			Assuming No Redemption			Assuming Maximum Redemption			Assuming No Redemption			Assuming Maximum Redemption
As of and for the three months ended March 31, 2024
March 31, 2024 book value per share(a)		$	(16.53)		$	(15.15)		$	2.12		$	(1.63)		$	0.64		$	(0.49)
Weighted average shares:
Weighted average shares outstanding of Class A common stock subject to possible redemption – basic and diluted			7,238,125			—			—			—			—			—
Weighted average shares outstanding of Class A common stock – basic and diluted			138,000			—			—			—			—			—
Weighted average shares outstanding of Class B common stock – basic and diluted			2,300,000			—			—			—			—			—
Weighted average shares outstanding of ConnectM common stock – basic and diluted			—			1,588,141			24,789,568			19,734,023			—			—
Loss per share:
Basic and diluted net loss per share – Class A common stock subject to possible redemption		$	(1.00)		$	—		$	—		$	—		$	—		$	—
Basic and diluted net loss per share – Class A common stock		$	(1.00)		$	—		$	—		$	—		$	—		$	—
Basic and diluted net loss per share – Class B common stock		$	(1.00)		$	—		$	—		$	—		$	—		$	—
Basic and diluted net loss per share – ConnectM common stock		$	—		$	(1.64)		$	(0.14)		$	(0.56)		$	(0.04)		$	(0.17)

(a)

Book value per share is calculated using the formula: total permanent equity divided by the total number of shares of common stock outstanding classified in permanent equity.

(b)

The ConnectM equivalent pro forma basic and diluted per share data and book value is calculated by multiplying the combined pro forma per share data by the Exchange Ratio.

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							Combined Pro Forma						ConnectM Equivalent Per Share Pro Forma(b)
	MCAC (Historical)			ConnectM (Historical)			Assuming No Redemption			Assuming Maximum Redemption			Assuming No Redemption			Assuming Maximum Redemption
As of and for the year ended December 31, 2023
December 31, 2023 book value per share(a)		$	(11.86)		$	(13.52)		$	2.32		$	(1.28)		$	0.70		$	(0.38)
Weighted average shares:
Weighted average shares outstanding of Class A common stock subject to possible redemption – basic and diluted			8,909,750			—			—			—			—			—
Weighted average shares outstanding of Class A common stock – basic and diluted			138,000			—			—			—			—			—
Weighted average shares outstanding of Class B common stock – basic and diluted			2,300,000			—			—			—			—			—
Weighted average shares outstanding of ConnectM common stock – basic and diluted			—			1,588,141			24,789,568			19,734,023			—			—
Loss per share:
Basic and diluted net loss per share – Class A common stock subject to possible redemption		$	(1.32)		$	—		$	—		$	—		$	—		$	—
Basic and diluted net loss per share – Class A common stock		$	(1.32)		$	—		$	—		$	—		$	—		$	—
Basic and diluted net loss per share – Class B common stock		$	(1.32)		$	—		$	—		$	—		$	—		$	—
Basic and diluted net loss per share – ConnectM common stock		$	—		$	(5.76)		$	(0.53)		$	(0.91)		$	(0.16)		$	(0.27)

(a)

Book value per share is calculated using the formula: total permanent equity divided by the total number of shares of common stock outstanding classified in permanent equity.

(b)

The ConnectM equivalent pro forma basic and diluted per share data and book value is calculated by multiplying the combined pro forma per share data by the Exchange Ratio.

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TRADING MARKET AND DIVIDENDS

MCAC

Units, Common Stock, Warrants and Rights

MCAC’s Public Units, Class A Common Stock, Public Warrants and Rights are each quoted on the Nasdaq Global Market under the symbols “MCACU,” “MCAC,” “MCACW” and “MCACR,” respectively. Each of MCAC’s Public Units consist of one share of MCAC Class A Common Stock, one MCAC Warrant and one Right. Each MCAC Warrant entitles the holder thereof to purchase one share of MCAC’s Common Stock at a price of $11.50 per share. Each ten Rights entitle the holder thereof to receive one share of MCAC Class A Common Stock upon consummation of an initial business combination. The MCAC Public Units commenced public trading on May 11, 2022, and the MCAC Class A Common Stock, MCAC Public Warrants and MCAC Rights commenced separate trading on July 1, 2021.

MCAC’s Dividend Policy

MCAC has not paid any cash dividends on its shares of common stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon MCAC’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of the Combined Company’s board of directors. It is the present intention of the Board to retain all earnings, if any, for use in its business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

ConnectM

Information regarding ConnectM is not provided because there is no public market for ConnectM’s Common Stock.

Combined Company

Nasdaq Stock Market Listing

MCAC has filed an initial listing application for the Combined Company with Nasdaq and believes that the Combined Company will satisfy all criteria for initial listing upon completion of the Merger. If the application is approved, after completion of the Merger, it is expected that the common stock and warrants of the Combined Company will trade on Nasdaq under the symbols “CNTM” and “CNTMW,” respectively.

Dividend Policy

Following completion of the Merger, the Combined Company’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that the Combined Company retain its earnings for use in business operations and accordingly, we do not anticipate the Combined Company’s board of directors declaring any dividends in the foreseeable future.

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before making a decision on the Business Combination. Risks related to ConnectM, including risks related to ConnectM’s business, financial position and capital requirements, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the closing of the Business Combination.

Risks Related to MCAC’s Business and the Business Combination

Unless the context otherwise requires, references in this subsection “— Risks Related to MCAC’s Business and the Business Combination” to “MCAC,” “we,” “us” and “our” generally refer to MCAC prior to the Business Combination.

MCAC will be forced to liquidate the Trust Account if it cannot consummate a business combination by the date that is 30 months from the closing of the IPO. In the event of a liquidation, MCAC’s public stockholders will receive approximately $11.21 per share based upon the amount in the Trust Account as of May 9, 2024, or less than such amount in certain circumstances, and the MCAC Warrants will expire worthless.

MCAC currently has until November 13, 2024 to consummate an initial business combination pursuant to the Second Extension, which provides the MCAC Board with the right to extend the deadline for the consummation of an initial business combination up to an additional six times for one month each time. On November 9, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to December 13, 2023 by depositing approximately $325,715 in the Trust Account. On December 11, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to January 13, 2024 by depositing approximately $325,715 in the Trust Account. On January 8, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to February 13, 2024 by depositing approximately $325,715 in the Trust Account. On February 9, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to March 13, 2024 by depositing approximately $325,715 in the Trust Account. On March 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to April 13, 2024 by depositing approximately $325,715 in the Trust Account. On April 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to May 13, 2024 by depositing approximately $325,715 in the Trust Account. MCAC previously extended the deadline for the consummation of an initial business combination pursuant to the Initial Extensions and First Extension. On May 10, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to June 13, 2024 by depositing approximately $315,416 in the Trust Account. On June 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to July 13, 2024 by depositing approximately $315,416 in the Trust Account. If MCAC is unable to complete a business combination within the required time period and is forced to liquidate, the per-share liquidation distribution may be approximately $11.21 per share based upon the amount in the Trust Account as of May 9, 2024, or less than such amount in certain circumstances. Furthermore, there will be no distribution with respect to the MCAC Warrants, which will expire worthless as a result of MCAC’s failure to complete a business combination.

You must tender your shares of common stock in order to validly seek redemption at the Meeting of stockholders.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your common stock to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

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If third parties bring claims against MCAC, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders may be less than approximately $11.21 per share based upon the amount in the Trust Account as of May 9, 2024.

MCAC’s placing of funds in the Trust Account may not protect those funds from third-party claims against MCAC. Although MCAC will seek to have all vendors, service providers (other than its independent accountants), prospective target businesses and other entities with which it does business execute agreements with MCAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of MCAC’s public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against MCAC’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, MCAC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to MCAC than any alternative. Certain parties, including Adeptus Partners, LLC, our independent registered public accounting firm, and the underwriters of this offering, will not execute agreements with MCAC waiving such claims to the monies held in the Trust Account.

Examples of possible instances where MCAC may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with MCAC and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if MCAC is unable to complete the initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the initial business combination, MCAC will be required to provide for payment of claims of creditors that were not waived that may be brought against MCAC within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.10 per share initially held in the Trust Account, due to claims of such creditors. Pursuant to the Letter Agreement, the Sponsor has agreed that it will be liable to MCAC if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of MCAC. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. None of MCAC’s officers or directors will indemnify MCAC for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if MCAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in MCAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, MCAC may not be able to return $10.10 per share to our public stockholders.

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MCAC cannot be certain as to the number of public shares that will be redeemed and the potential impact to public stockholders who do not elect to redeem their public shares. In the event a significant number MCAC public stockholders exercise their redemption rights, the Combined Company may need to seek third party financing.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position. We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the Closing or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, and including redemptions of public shares may cause an increase or decrease in our share price, and may result in a lower value realized now than a stockholder of MCAC might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult its own tax and/or financial advisor for assistance on how this may affect its individual situation.

On May 9, 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the closing price per shares of MCAC Class A Common Stock was $11.26. Public stockholders should be aware that, while we are unable to predict the price per share of New ConnectM common stock following the consummation of the Business Combination — and accordingly we are unable to predict the potential impact of redemptions on the per share value of public shares owned by non-redeeming stockholder — increased levels of redemptions by public stockholders may be a result of the price per Class A common stock falling below the redemption price. We expect that more public stockholders may elect to redeem their public shares if the share price of the Class A common stock is below the projected redemption price of approximately $11.21 per share based upon the amount in the Trust Account as of May 9, 2024, and we expect that more public stockholders may elect not to redeem their public shares if the share price of the Class A common stock is above the projected redemption price of approximately $11.21 per share based upon the amount in the Trust Account as of May 9, 2024. Each public share that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to MCAC from the Trust Account and (ii) a corresponding increase in each public stockholder’s pro rata ownership interest in New ConnectM following the consummation of the Business Combination. Based on the approximate redemption price per share of approximately $11.21 as of May 9, 2024, the latest practicable date prior to this proxy statement/prospectus, a hypothetical 1% increase or decrease in the number of public shares redeemed would result in a decrease or increase, respectively, of approximately $78,557,231 of cash available in the Trust Account (which amount includes interest but excludes the funds to be used to pay taxes) as of May 9, 2024.

In the event that a significant number of MCAC’s public stockholders exercise their redemption rights in connection with the Business Combination, the Combined Company may have insufficient working capital following the Business Combination and may need to seek third-party financing, which may involve dilutive equity issuances. For more information, see the risk factor titled “There is no limit as to the number of MCAC’s public stockholders that may exercise their redemption rights in connection with the Business Combination and the redemption of a substantial number of public shares may result in insufficient working capital following the Business Combination unless third-party financing is secured.”

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of an initial business combination for one additional month to January 13, 2024 by depositing approximately $325,715 in the Trust Account. On January 8, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to February 13, 2024 by depositing approximately $325,715 in the Trust Account. On February 9, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to March 13, 2024 by depositing approximately $325,715 in the Trust Account. On March 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to April 13, 2024 by depositing approximately $325,715 in the Trust Account. On April 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to May 13, 2024 by depositing approximately $325,715 in the Trust Account. MCAC previously extended the deadline for the consummation of an initial business combination pursuant to the Initial Extensions and First Extension. On May 10, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to June 13, 2024 by depositing approximately $315,416 in the Trust Account. On June 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to July 13, 2024 by depositing approximately $315,416 in the Trust Account. If MCAC is unable to consummate a business combination within the required time period, upon notice from MCAC, the trustee of the Trust Account will distribute the amount in its Trust Account to its public stockholders. Concurrently, MCAC shall pay, or reserve for payment, from funds not held in the Trust Account, its liabilities and obligations, although MCAC cannot assure you that there will be sufficient funds for such purpose.

We expect that all costs and expenses, with the exception of income taxes and franchise taxes, associated with implementing our plan of dissolution, will be funded through working capital loans or other sources of financing. We will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

However, we may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us. We cannot assure you that claims will not be brought against us for these reasons.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance”. As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

Because ConnectM is not conducting an underwritten offering of its securities, no underwriter has conducted due diligence of ConnectM’s business, operations or financial condition or reviewed the disclosure in this proxy statement/prospectus.

Section 11 of the Securities Act (“Section 11”) imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission. To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11, a defendant, including an underwriter, carries the burden of proof to demonstrate that he or she, after reasonable investigation, believed that the statements in the registration statement were true and free of material omissions. In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence of the registrant and vet the registrant’s disclosure. Such due diligence may include calls with the issuer’s management, review of material agreements, and background checks on key personnel, among other investigations.

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Because ConnectM intends to become publicly traded through the Business Combination with MCAC, a special purpose acquisition company, rather through an underwritten offering of its common stock, no underwriter is involved in the transaction. As a result, no underwriter has conducted diligence on ConnectM or MCAC in order to establish a due diligence defense with respect to the disclosure presented in this proxy statement/prospectus. If such investigation had occurred, certain information in this proxy statement/prospectus may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

If MCAC’s due diligence investigation of ConnectM was inadequate, then stockholders of MCAC following the Business Combination could lose some or all of their investment.

Even though MCAC conducted a due diligence investigation of ConnectM, it cannot be sure that this diligence uncovered all material issues that may be present inside ConnectM or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of ConnectM and its business and outside of its control will not later arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even though these charges may be non-cash items and not have an immediate impact on the Combined Company’s liquidity, charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of MCAC’s public stockholders who choose to remain stockholders of the Combined Company following the Business Combination could suffer a reduction in the value of their shares.

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm MCAC’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against MCAC, whether or not resolved in MCAC’s favor, could result in substantial costs and divert MCAC’s management’s attention from other business concerns, which could adversely affect MCAC’s business and cash resources and the ultimate value MCAC’s stockholders receive as a result of the Business Combination.

The initial stockholders who own shares of common stock and MCAC Private Placement Warrants will not participate in liquidation distributions and, therefore, they may have a conflict of interest in their selection of a target business and determining whether the Business Combination is appropriate.

As of the Record Date, certain initial stockholders owned an aggregate of 1,700,000 shares of common stock and 3,040,000 shares of common stock underlying the MCAC Private Placement Warrants. They have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the Trust Account if MCAC is unable to consummate a business combination. Based on the approximate redemption price per share of $11.21 as of May 9, 2024, the value of these shares was approximately $53,135,400. The shares of common stock acquired prior to the IPO will be worthless if MCAC does not consummate a business combination. Consequently, our directors’ and officers’ interest in completing a business combination may present a conflict of interest with their identification and selection of ConnectM as a suitable target business and in their determination as to whether the terms, conditions and timing of the Business Combination are appropriate and in MCAC’s public stockholders’ best interest.

MCAC will require its public stockholders who wish to redeem their public shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If MCAC requires public stockholders who wish to redeem their public shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, MCAC will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their public shares in such a circumstance

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will be unable to sell their securities after the failed Business Combination until MCAC has returned their securities to them. The market price for shares of our common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

MCAC will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its stockholders.

MCAC is not required to obtain an opinion from an unaffiliated third party that the price it is paying in the Business Combination is fair to its public stockholders from a financial point of view. MCAC has conducted its own due diligence and calculations and has engaged in comprehensive discussions with ConnectM. Based on these efforts, MCAC believes the valuation offered by ConnectM is favorable to MCAC and its stockholders. The MCAC Board believes that because of the background of its directors, it was qualified to conclude that ConnectM’s fair market value was at least 80% of MCAC’s net assets. Therefore, the MCAC Board did not obtain a fairness opinion to assist it in its determination and MCAC’s public stockholders therefore, must rely solely on the judgment of the MCAC Board.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of MCAC’s securities may decline.

The market price of MCAC’s securities may decline as a result of the Business Combination if:

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MCAC does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

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The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

MCAC’s directors and officers and the Sponsor may have certain conflicts in determining to recommend the acquisition of ConnectM, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

MCAC’s management and directors, as well as the Sponsor, have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the shares of common stock owned by MCAC’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and MCAC otherwise fails to consummate a business combination prior to November 13, 2024 (unless such time period has been extended as described herein); the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate; and the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other MCAC stockholders experience a negative rate of return in the Combined Company following the Business Combination.

MCAC and ConnectM have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is completed or by MCAC if the Business Combination is not completed.

MCAC and ConnectM expect to incur significant costs associated with the Business Combination. Even if the Business Combination is not completed, MCAC expects to incur approximately $2 million in expenses. If the Business Combination is completed, MCAC and ConnectM expect to incur approximately $8.5 million in expenses in connection therewith. These expenses will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is completed or by MCAC if the Business Combination is not completed. In addition, in the event that a significant number of MCAC’s public stockholders exercise their redemption rights in connection with the Business Combination, the Combined Company may not have sufficient cash to pay such transaction expenses and

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may need to seek third-party financing. For more information, see the risk factor titled “There is no limit as to the number of MCAC’s public stockholders that may exercise their redemption rights in connection with the Business Combination and the redemption of a substantial number of public shares may result in insufficient working capital following the Business Combination unless third-party financing is secured.”

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Combined Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

In the event that a significant number of public shares are redeemed, our common stock may become less liquid following the Business Combination.

If a significant number of public shares are redeemed, MCAC may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the Combined Company may be limited and your ability to sell your shares in the market could be adversely affected. The Combined Company intends to apply to list its shares on the Nasdaq Capital Market (“Nasdaq”), and Nasdaq may not list the common stock on its exchange, which could limit investors’ ability to make transactions in MCAC’s securities and subject MCAC to additional trading restrictions.

MCAC’s noncompliance with Nasdaq Listing Rule 5450(a)(2) could result in a delisting of its shares.

On April 10, 2024, MCAC received a written notice from the Listing Qualifications Department of Nasdaq notifying MCAC 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 notice states that MCAC has 45 calendar days from the date of the notice to submit a plan to regain compliance with Rule 5450(a)(2) . While the notice has no immediate effect on the listing of shares of MCAC Class A Common Stock, there can be no assurance that the compliance plan will be accepted or that MCAC’s shares will continue to be listed on Nasdaq in the future or after the Business Combination. Such a delisting could cause material adverse consequences, including:

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a limited availability of market quotations for shares of MCAC Class A Common Stock or New ConnectM Common Stock;

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reduced liquidity with respect to shares of MCAC Class A Common Stock or New ConnectM Common Stock;

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a reduced level of trading activity in the secondary trading market for shares of MCAC Class A Common Stock or New ConnectM Common Stock;

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a limited amount of news and analyst coverage; and

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fewer opportunities to obtain additional financing in the future.

On May 22, 2024, MCAC submitted a plan to regain compliance to Nasdaq. However, there can be no assurance that such plan to regain compliance will be accepted by Nasdaq.

The Combined Company will be required to meet the initial listing requirements to be listed on Nasdaq Capital Market. However, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the continued listing requirements and Nasdaq delists its securities, MCAC could face significant material adverse consequences, including:

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a limited availability of market quotations for its securities;

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a limited amount of news and analyst coverage for the company; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

MCAC may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

MCAC may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The MCAC Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the MCAC Board determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, MCAC has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to MCAC’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting ConnectM’s conduct of its business, however, if the MCAC Board determines that any such order or injunction is not material to the business of ConnectM, then the MCAC Board may elect to waive that condition without stockholder approval and close the Business Combination.

MCAC’s stockholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that MCAC’s current stockholders have on the management of MCAC.

After the Business Combination, assuming no redemptions of public shares for cash, MCAC’s current public stockholders will own approximately 32.54% of MCAC’s non-redeemable shares (which includes the shares to be issued upon the exchange of the MCAC Rights), MCAC’s current directors, officers and affiliates will own approximately 9.28% of MCAC’s non-redeemable shares, and the former stockholders of ConnectM will own approximately 58.18% of MCAC’s non-redeemable shares. Assuming redemption of the maximum number of public shares for cash, MCAC public stockholders will own approximately 8.77% of MCAC’s non-redeemable shares (which includes the shares to be issued upon the exchange of the MCAC Rights), MCAC’s current directors, officers and affiliates will own approximately 11.19% of MCAC’s non-redeemable shares, Meteora will own approximately 9.90% of MCAC’s non-redeemable shares, and the former stockholders of ConnectM will own approximately 70.14% of MCAC’s non-redeemable shares. The minority position of the former MCAC stockholders will give them limited influence over the management and operations of the Combined Company.

Changes in laws or regulations, including different or heightened rules or requirements promulgated by the SEC, or a failure to comply with any laws and regulations, may adversely affect MCAC’s business, its ability to complete the Business Combination and its results of operations.

MCAC is subject to laws and regulations enacted by national, regional and local governments. In particular, MCAC is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on MCAC’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on MCAC’s business, including its ability to complete the Business Combination, and results of operations.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our stock.

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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 has authority to provide excise tax regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. On December 27, 2022, the U.S. Department of the Treasury issued a notice that provides interim operating rules for the excise tax, including rules governing the calculation and reporting of the excise tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the excise tax are published. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change.

Any redemptions in connection with the Business Combination that occur after December 31, 2022 may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax on a redemption of our stock would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with the Business Combination, (iii) the nature and amount of the equity issued by us in connection with the Business Combination and the shares of MCAC Common Stock issued to the ConnectM stockholders in connection with the Business Combination (or otherwise issued by us not in connection with the Business Combination but issued within the same taxable year of the redemption treated as a repurchase of stock), and (iv) the content of forthcoming regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by MCAC and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined; however, we do not intend to use the funds held in the Trust Account or any additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay the excise tax. The excise tax is imposed on the repurchasing corporation itself, not the stockholders from which stock is repurchased. The imposition of the excise tax as a result of redemptions in connection with the initial business combination could reduce the amount of cash available to pay redemptions or reduce the cash available to MCAC and New ConnectM in connection with the Business Combination, which could cause the remaining shareholders of New ConnectM to economically bear the impact of any such excise tax. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in MCAC’s ability to complete a Business Combination.

On December 27, 2022, the Treasury published Notice 2023-2, which provides taxpayers with interim guidance on the excise tax that may be relied upon by taxpayers until the IRS issues Treasury Regulations on such matter. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. The notice generally provides that if a covered corporation completely liquidates under either Section 331 or Section 332(a) of the Code, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Because we do not expect to undergo a complete liquidation under either Section 331 or Section 332(a) of the Code with respect to the Business Combination, we do not expect this exception to the excise tax to apply for redemptions made prior to the Business Combination.

If the excise tax applies to redemptions of the public shares in connection with the Business Combination, the value of our securities may decrease. If MCAC’s public stockholders elect to redeem their public shares such that their redemptions would subject us to the Excise Tax, the MCAC’s public stockholders that do not elect to redeem their public shares may economically bear the impact of the excise tax. The application of the excise tax in the event of a liquidation, except to the limited extent described above, is uncertain absent further guidance. Except for franchise taxes and income taxes, the proceeds placed in the Trust Account and the interest earned thereon are not intended to be used to pay for possible excise taxes or any other fees or taxes that may be levied on us pursuant to any current, pending or future rules or laws, including without limitation the excise tax.

The proceeds deposited in the Trust Account and the interest earned thereon are not intended to be used to pay for any excise tax due under the IRA in connection with any redemptions of the public shares

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prior to or in connection with the Business Combination, including in relation to any legal proceeding, including bankruptcy or court order, until a liquidation of the Trust Account occurs. On November 6, 2023, the MCAC stockholders redeemed 1,961,875 shares of MCAC Class A Common Stock for a total of $20,961,169. On May 7, 2024, the MCAC stockholders redeemed 228,878 shares of MCAC Class A Common Stock for a total of approximately $2,567,092. In both instances, 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. As of March 31, 2024, MCAC recorded $209,612 of excise tax liability calculated as 1% of shares redeemed, included in accrued expenses in the accompanying consolidated balance sheet as of March 31, 2024. As of May 9, 2024 there was approximately $78,557,231 in the Trust Account. MCAC estimates that approximately $11.21 per outstanding share issued in the IPO will be paid to the investors exercising their redemption rights based on the amount held in the Trust Account as of such date.

Risks Related to MCAC’s Forward Purchase Agreement

If the trading price of the MCAC Class A Common Stock decreases, the amount of cash the Combined Company receives through the Forward Purchase Agreement mechanisms will decrease.

Generally, under the Forward Purchase Agreement, Meteora may purchase Recycled Shares and within one business day following the Closing of the Business Combination, the Combined Company will prepay the Prepayment Amount. At the written request of Meteora, the Prepayment Amount must be deposited into an escrow account simultaneously with the Closing. From time to time, Meteora may sell the Recycled Shares and the Combined Company will recoup the proceeds at 95% of the Reset Price (as defined therein) less the Prepayment Shortfall. While the Combined Company may receive cash proceeds out of the escrow account from sales of Recycled Shares by Meteora, Meteora may not have any incentive to sell such Recycled Shares unless the trading price of the Class A Common Stock is above the Reset Price. There is no guarantee that the trading price of the Class A Common Stock will equal or exceed the Reset Price at any given time. In such a case, Meteora may not sell the Recycled Shares, in which case the Combined Company may not receive cash settlement proceeds from the Forward Purchase Agreement and Meteora may retain ownership of all of the Recycled Shares it purchased pursuant to the Forward Purchase Agreement. Any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. In addition, if Meteora decides to sell the Recycled Shares into the market, it may cause the trading price of our Class A Common Stock to decline significantly.

If Meteora purchases any Recycled Shares pursuant to the Forward Purchase Agreement, within one business day following the Closing of the Business Combination, the Combined Company will be required to prepay the Prepayment Amount (into the escrow account) and pay the Share Consideration and the Cash Consideration to Meteora, and, as a result, the Combined Company’s cash reserves following Closing could be reduced significantly.

In addition, pursuant to the Forward Purchase Agreement, at the Maturity Date, the Combined Company is required to purchase from Meteora all of the unsold Recycled Shares for consideration equal to the Maturity Consideration, payable in cash or stock at the Combined Company’s option. If the Combined Company elected to pay the Maturity Consideration in cash, the amount of cash on hand to fund operations would be reduced accordingly, which could adversely affect the Combined Company’s ability to make necessary investments, and, therefore, could adversely affect its results of operations.

Other events may result in Meteora having no payment obligations to the Combined Company at settlement under the Forward Purchase Agreement.

In addition to the risk of a substantial decline in the market price of the shares of Class A Common Stock, the occurrence of certain events will accelerate the maturity date and may result in Meteora having no payment obligation to the Combined Company at settlement. Such events include (a) if the VWAP Price,

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for any 20 trading days during a 30 consecutive trading day-period beginning 30 days following the closing of the Merger, is below $5.00 per share, (b) if the Combined Company’s shares of Class A Common Stock cease to be listed on a national securities exchange or upon the filing of a Form 25, or (c) if the Registration Statement is not declared effective by the Commission within the time periods set forth in the Forward Purchase Agreement, or if the Registration Statement after it is declared effective ceases to be continuously effective as required by the Forward Purchase Agreement, which will result in the unregistered shares being excluded from the calculation of the amounts due at settlement.

Shares sold under the Forward Purchase Agreement will not count towards the Combined Company’s Public Float.

Nasdaq has indicated in its FAQs that because the investor to the Forward Purchase Agreement (in our case, Meteora) may suffer a loss from trading below certain thresholds, but can recoup the purchase price by withholding from trading, they provide an economic disincentive for the investor to sell the security in certain circumstances, and Nasdaq may treat such economic resale disincentives and a resale restriction for purposes of determining whether the securities are “restricted securities” under Nasdaq regulations, and therefore the Combined Company’s public float could be adversely affected, the shares available for trading to public investors may be restricted and it may be more difficult for MCAC to meet Nasdaq’s initial listing standards and consummate the Business Combination.

Pursuant to the Forward Purchase Agreement, at the Maturity Date, the Combined Company is required to purchase from Meteora all of the unsold Recycled Shares for the Maturity Consideration equal to an amount, in cash or shares of Class A Common Stock at the sole discretion of Combined Company, equal to (a) in the case of cash, the product of the unsold Recycled 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 of Class A Common Stock, such number of shares (the “Maturity Shares”) with a value equal to the product of the unsold Recycled Shares and $2.00, or $2.50, solely in the event of a Registration Failure, divided by the VWAP Price of the Class A Common Stock for the 30 trading days ending on the Maturity Date, subject to the payment of Penalty Shares if such shares are not freely tradable. Depending on the amount of the Maturity Consideration and the trading price of the Class A Common Stock, the issuance of these shares in payment of such consideration could result in substantial dilution and decreases to the Combined Company’s stock price. If the Combined Company elected to pay the Maturity Consideration in cash, the amount of cash on hand to fund operations would be reduced accordingly, which could adversely affect our ability to make necessary investments, and, therefore, could affect our results of operations. Further, any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC.

Risks Related to the Combined Company’s Common Stock

The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.

Following the Business Combination, the market price of Combined Company’s common stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

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the impact of COVID-19 pandemic on ConnectM’s business;

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the inability to obtain or maintain the listing of the Combined Company’s shares of common stock on Nasdaq;

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the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, ConnectM’s ability to grow and manage growth profitably, and retain its key employees;

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changes in applicable laws or regulations;

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risks relating to the uncertainty of ConnectM’s projected financial information;

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risks related to the organic and inorganic growth of ConnectM’s business and the timing of expected business milestones; and

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the amount of redemption requests made by MCAC’s stockholders.

In addition, the stock markets have experienced extreme price and volume fluctuations that affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the Combined Company’s common stock, regardless of the Combined Company’s actual operating performance.

Volatility in the Combined Company’s share price could subject the Combined Company to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the Combined Company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.

If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.

The trading market for the Combined Company’s common stock will depend, in part, on the research and reports that securities or industry analysts publish about the Combined Company. The Combined Company does not have any control over these analysts. If the Combined Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Combined Company downgrade its common stock or change their opinion, the Combined Company’s stock price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

Sales of a substantial number of the shares of the Combined Company’s common stock in the public market could cause the price of the shares of the Combined Company’s common stock to fall.

Sales of a substantial number of shares of the Combined Company’s common stock in the public market or the perception that these sales might occur could depress the market price of the Combined Company’s common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of the Combined Company’s common stock. In addition, the sale of substantial amounts of the Combined Company’s common stock or the perception such sales may occur, could adversely impact its price.

The selling stockholders will determine the timing, pricing and rate at which they sell such shares into the public market. Certain selling stockholders will have an incentive to sell because they will still realize a profit from such sales because they purchased shares and/or warrants at prices below the price per share paid by public investors in the IPO and/or below the recent trading prices of the shares of MCAC Class A Common Stock. Sales by such investors may prevent the trading price of the shares of the Combined Company’s common stock from exceeding the price per share in the IPO of MCAC and may cause the trading prices of our securities to experience a further decline.

Because the Combined Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.

The Combined Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and do not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of the Combined Company’s shares of common stock would be your sole source of gain on an investment in such shares for the foreseeable future.

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Future sales of shares of the Combined Company’s common stock may depress its stock price.

Pursuant to the Registration Rights Agreement and the Amended Bylaws, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor, those receiving shares of the Combined Company’s common stock pursuant to the Merger Agreement, directors, officers and employees of the Company receiving shares of the Combined Company’s common stock upon the settlement or exercise of warrants, stock options or other equity awards, and warrantholders of the Company receiving shares of the Combined Company’s common stock upon the settlement or exercise of such warrants (other than holders of warrants that are currently listed) will be contractually restricted from selling or transferring any of their shares of common stock. Such restrictions begin at Closing and end on the date that is the earlier of (1) 180 days after Closing and (2)(x) the date on which the closing price of the Combined Company’s common stock equals or exceeds $16.50 per share for any 20 trading days within any 30-day period commencing at least 150 days after the Closing, or (y) a Change of Control (as defined in the Lock-Up Agreement, which is described in the section titled “The Business Combination Proposal — Related Agreements”). Assuming no redemptions, immediately following the Closing, 13,367,155 shares of New ConnectM common stock, representing approximately 54% of the outstanding shares of New ConnectM common stock, will be freely tradable.

However, following the expiration of the applicable lock-up period, such equityholders will not be restricted from selling shares of the Combined Company’s common stock held by them, other than by applicable securities laws. Further, there is a likelihood that the Combined Company will need to continue to raise capital through one or more equity financings in order to continue growing its business. As such, sales of a substantial number of shares of the Combined Company’s common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Combined Company’s common stock. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the Combined Company’s share price or the market price of the Combined Company’s common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Provisions in the Proposed Charter and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management.

The Proposed Charter and Amended Bylaws that will be in effect immediately prior to the Business Combination will contain provisions that could significantly reduce the value of our shares to a potential acquiror or delay or prevent changes in control or changes in our management without the consent of our board of directors. The provisions in our charter documents will include the following:

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a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;

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no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

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the exclusive right of our board of directors, unless the board of directors grants such right to the stockholders, to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, retirement, disqualification, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

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the required approval of at least 662∕3% of the shares entitled to vote to remove a director for cause, and the prohibition on removal of directors without cause;

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the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

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the ability of our board of directors to alter our amended and restated bylaws without obtaining stockholder approval;

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the required approval of at least 662∕3% of the shares entitled to vote to adopt, amend or repeal our amended and restated bylaws or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors;

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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

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an exclusive forum provision providing that the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and proceedings;

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the requirement that a special meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and

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advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

We will also be subject to the anti-takeover provisions contained in Section 203 of the DGCL. Under Section 203, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other exceptions, the board of directors has approved the transaction.

Our Proposed Charter will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders and that the federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees or the underwriters or any offering giving rise to such claim.

The Proposed Charter will provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. Furthermore, the Proposed Charter will also provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, including all causes of action asserted against any defendant named in such complaint. Notwithstanding the foregoing, this forum selection provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States have exclusive jurisdiction. For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees and result in increased costs for investors to bring a claim. By agreeing to this provision, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the choice of forum provisions in the Proposed Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

The Combined Company is an emerging growth company and smaller reporting company, and the Combined Company cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make its shares less attractive to investors.

After the completion of the Business Combination, the Combined Company will be an emerging growth company, as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as

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the Combined Company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Combined Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO (December 31, 2026), (b) in which the Combined Company has total annual gross revenue of at least $1.235 billion or (c) in which the Combined Company is deemed to be a large accelerated filer, which means the market value of shares of the Combined Company’s common stock that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Combined Company has elected to use this extended transition period for complying with new or revised accounting standards and, therefore, the Combined Company will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Following the Business Combination, we will also be a smaller reporting company as defined in the Exchange Act. Even after the Combined Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this proxy statement/prospectus and the Combined Company’s periodic reports and proxy statements. The Combined Company will be able to take advantage of these scaled disclosures for so long as its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of its second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and its voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of its second fiscal quarter.

The Combined Company cannot predict if investors will find its common stock less attractive because the Combined Company may rely on these exemptions. If some investors find the Combined Company’s common stock less attractive as a result, there may be a less active trading market for the common stock and its market price may be more volatile.

Risks Related to ConnectM’s Business

The following risk factors will apply to ConnectM’s business, operations, financial condition and prospects following the completion of the Business Combination. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to ConnectM and its business, operations, financial condition and prospects following the completion of the potential Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements.” ConnectM may face additional risks and uncertainties that are not presently known to it, or that it currently deems immaterial, which may also impair ConnectM’s business, operations, financial condition or prospects. The following discussion should be read in conjunction with the financial statements of ConnectM and notes to the financial statements included herein. Unless the context otherwise suggests, all references to the “ConnectM,” “we,” “us” or “our” in this section refer to the business and operations of New ConnectM from and after the business combination and the business and operations of ConnectM prior to the business combination.

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Business and Operational Risks

Due to ConnectM operating as a going concern, and there is a possibility that ConnectM may never be profitable and you may lose all or part of your investment. During the three months ended March 31, 2024 and 2023, ConnectM incurred net losses of approximately $2,603,373 and $919,836, respectively. Additionally, ConnectM did not generate cash flows from operations for either of the three months ended March 31, 2024 or 2023. Continued operations are dependent on ConnectM’s ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms.

During the three months ended March 31, 2024 and 2023, ConnectM has incurred net losses of approximately $2,603,373 and $919,836, respectively. As of March 31, 2024, ConnectM had an accumulated deficit of $25,466,061. ConnectM expects to incur additional losses and higher operating expenses for the foreseeable future. The Company did not generate cash flows from operations for either of the three months ended March 31, 2024 or 2023. These conditions raises substantial doubt about ConnectM’s ability to continue as a going concern within one year after the date that these combined consolidated financial statements are issued that has not been alleviated. Management’s plans to alleviate the substantial doubt identified include obtaining additional financing from related parties and third parties, and potentially extending existing debt agreements. Due to the Company operating as a going concern, and there is a possibility that we may never be profitable, there is the possibility that you may lose all or part of your investment.

Our growth strategy depends on the widespread adoption DE2 Systems and DE2 Services.

The market for DE2 Services and DE2 Systems is emerging and rapidly evolving, and our future success is uncertain. If DE2 Services prove unsuitable for widespread commercial deployment or if demand for DE2 Systems fails to develop sufficiently, we would be unable to generate enough revenues to achieve and sustain profitability and positive cash flow. The factors influencing the widespread adoption of DE2 solutions include but are not limited to:

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cost-effectiveness of DE2 solutions as compared with conventional and fossil fuel based energy technologies;

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performance and reliability of DE2 solutions as compared with conventional and fossil fuel based energy products;

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continued deregulation of the electric power industry and broader energy industry;

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fluctuations in economic and market conditions which impact the viability of conventional and non-solar alternative energy sources, such as increases or decreases in the prices of oil and other fossil fuels; and

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availability of governmental subsidies and incentives.

If we cannot compete successfully against other home electrification and energy companies, we may not be successful in developing our operations and our business may suffer.

The DE2 industries are characterized by intense competition and rapid technological advances. We compete with other DE2 Service providers with business models that are similar to ours. In addition, we compete with solar companies in the downstream value chain of solar energy. Further, some competitors are integrating vertically in order to ensure supply and to control costs. Many of our competitors also have significant brand name recognition and have extensive knowledge of our target markets. Intense competition in our industry could reduce our market share and our profit. We expect to face significant competition in the future as the market for home electrification develops.

If we are unable to compete in the market, there will be an adverse effect on our business, financial condition, and results of operations.

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The solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with large traditional utilities. Some of our competitors are the traditional utilities that supply electricity to our potential customers. Traditional utilities generally have substantially greater financial, technical, operational and other resources than we do. As a result, these competitors may be able to devote more resources to the research, development, promotion, and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. Traditional utilities could also offer other value-added products or services that could help them to compete with us even if the cost of electricity they offer is higher than that of ours. In addition, a majority of utilities’ sources of electricity is non-solar, which may allow utilities to sell electricity more cheaply than electricity generated and stored by our solar and battery systems.

We also compete with companies that are not regulated like traditional utilities, but that have access to the traditional utility electricity transmission and distribution infrastructure pursuant to state and local pro-competitive and consumer choice policies. These energy service companies may be able to offer customers electricity supply-only solutions that are competitive with our solar and battery systems options on both price and usage of renewable energy technology while avoiding the long-term agreements and physical installations that our current business model requires. This may limit our ability to attract new customers, particularly those who wish to avoid long-term contracts or have an aesthetic or other objection to putting solar panels on their roofs.

As the DE2 industry grows and evolves, we will also face new competitors who are not currently in the market. Low technological barriers to entry characterize our industry and well-capitalized companies could choose to enter the market and compete with us. Our failure to adapt to changing market conditions and to compete successfully with existing or new competitors will limit our growth and will have a material adverse effect on our business and prospects.

Due to the limited number of suppliers in our industry, the acquisition of any of these suppliers by a competitor or any shortage, delay, quality issue, price change, or other limitations in our ability to obtain components or technologies we use could result in adverse effects.

While we purchase our products from several different suppliers, if one or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production due to its financial condition, acquisition by a competitor, or otherwise, is unable to increase production as industry demand increases or is otherwise unable to allocate sufficient production to us, it may be difficult to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms, and our ability to satisfy this demand may be adversely affected. At times, suppliers may have issues with the quality of their products, which may not be realized until the product has been installed at a customer site. This may result in additional cost incurred. There are a limited number of suppliers of DE2 system components and technologies. While we believe there are other sources of supply for these products available, transitioning to a new supplier may result in additional costs and delays in acquiring our DE2 products and deploying our systems. These issues could harm our business or financial performance. In addition, the acquisition of a component supplier or technology provider by one of our competitors could limit our access to such components or technologies and require significant redesigns of our DE2 systems or installation procedures and have a negative impact on our business.

There have also been periods of industry-wide shortages of key DE2 components in times of industry disruption. The manufacturing infrastructure for some of these components has a long lead-time, requires significant capital investment and relies on the continued availability of key commodity materials, potentially resulting in an inability to meet demand for these components. We and our original equipment manufacturers (“OEMs”)/distributor partners depend on a limited number of suppliers of DE2 system components to adequately meet anticipated demand for our DE2 service offerings. Any shortage, bottlenecks, delay, detentions, or component price change from these suppliers, or the acquisition of any of these suppliers by a competitor, could result in sales and installation delays, cancellations, and loss of market share.

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The DE2 industry is frequently experiencing significant disruption and, as a result, shortages of DE2 key components may be more likely to occur, which in turn may result in price increases for such components. Even if industry-wide shortages do not occur, suppliers may decide to allocate key components with high demand or insufficient production capacity to more profitable customers, customers with long-term supply agreements or customers other than us and our supply of such components may be reduced as a result. The supply of components from various locales is also uncertain due to COVID-19 that has resulted in travel restrictions and shutdowns of businesses in various regions.

Typically, we purchase the components for our DE2 systems on an as-needed basis and do not operate under long-term supply agreements. The vast majority of our purchases are denominated in U.S. dollars. Since our revenue is also generated in U.S. dollars we are mostly insulated from currency fluctuations. However, since our suppliers often incur a significant amount of their costs by purchasing raw materials and generating operating expenses in foreign currencies, if the value of the U.S. dollar depreciates significantly or for a prolonged period of time against these other currencies, this may cause our suppliers to raise the prices they charge us, which could harm our financial results.

Our backlog is subject to unexpected adjustments and cancellations, which means that amounts included in our backlog may not result in actual revenue or translate into profits. Any supply shortages, delays, quality issues, price changes or other limitations in our ability to obtain components or technologies we use could limit our growth, cause cancellations or adversely affect our profitability, and result in loss of market share and damage to our brand.

Damage to our brand and reputation or failure to expand our brand would harm our business and results of operations.

We depend significantly on our brand and reputation for high-quality home electrification and solar service offerings, engineering and customer service to attract customers and grow our business. If we fail to continue to deliver our DE2 service offerings within the planned timelines, if our DE2 offerings do not perform as anticipated or if we damage any customers’ properties or cancel projects, our brand and reputation could be significantly impaired. We also depend greatly on referrals from customers for our growth. Therefore, our inability to meet or exceed customers’ expectations would harm our reputation and growth through referrals. We have at times focused particular attention on expeditiously growing our direct sales force and our DE2 partners, leading us in some instances to hire personnel or partner with third parties who we may later determine do not fit our company culture and standards. Given the sheer volume of interactions our direct sales force and our DE2 partners have with customers and potential customers, it is also unavoidable that some interactions will be perceived by customers and potential customers as less than satisfactory and result in complaints. If we cannot manage our hiring and training processes to limit potential issues and maintain appropriate customer service levels, our brand and reputation may be harmed and our ability to grow our business would suffer. In addition, if we were unable to achieve a similar level of brand recognition as our competitors, some of which may have a broader brand footprint, more resources and longer operational history, we could lose recognition in the marketplace among prospective customers, suppliers and partners, which could affect our growth and financial performance. Our growth strategy involves marketing and branding initiatives that will involve incurring significant expenses in advance of corresponding revenue. We cannot assure you that such marketing and branding expenses will result in the successful expansion of our brand recognition or increase our revenue. We are also subject to marketing and advertising regulations in various jurisdictions, and overly restrictive conditions on our marketing and advertising activities may inhibit the sales of the affected products.

Developments in alternative technologies may materially adversely affect demand for our offerings.

Significant developments in alternative technologies, such as advances in other forms of home electrification or distributed solar power generation, storage solutions such as batteries, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of centralized power production may materially and adversely affect our business and prospects in ways we do not currently anticipate. Any failure by us to adopt new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay deployment of our solar energy systems, which could result in product obsolescence, the loss of competitiveness of our systems, decreased revenue and a loss of market share to competitors.

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While we maintain an inventory of, or otherwise make arrangements to obtain, spare parts to replace critical equipment and maintain insurance for property damage to protect against certain operating risks, these protections may not be adequate to cover lost revenues or increased expenses and penalties that could result if we were unable to operate our generation facilities at a level necessary to comply with sales contracts.

Obtaining a sales contract with a potential customer does not guarantee that the potential customer will not decide to cancel or that we will not need to cancel due to a failed inspection, which could cause us to generate no revenue despite incurring costs and adversely affect our results of operations.

Even after we secure a sales contract with a potential customer, we (either directly or through our DE2 partners) must perform an inspection to ensure that the home, including the rooftop, meets our standards and specifications. If the inspection finds that repairs to the rooftop are required in order to satisfy our standards and specifications to install the solar energy system, and a potential customer does not want to make such required repairs, we would lose that anticipated sale. In addition, per the terms of our customer agreements, a customer maintains the ability to cancel before commencement of installation, subject to certain conditions. Any delay or cancellation of an anticipated sale could materially and adversely affect our financial results, as we may have incurred sales-related, design-related, and other expenses and generated no revenue.

Our inability to properly utilize our workforce could have a negative impact on our profitability.

The extent to which we utilize our workforce affects our profitability. Underutilizing our workforce could result in lower gross margins and, consequently, a decrease in our short-term profitability. On the other hand, overutilization of our workforce could negatively impact safety, employee satisfaction, attrition, and project execution, leading to a potential decline in future project awards. The utilization of our workforce is impacted by numerous factors, including:

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our estimates of headcount requirements and our ability to manage attrition;

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efficiency in scheduling projects and our ability to minimize downtime between project assignments;

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productivity;

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labor disputes; and

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availability of skilled labor at any given time.

Expanding operations internationally will subject us to a variety of risks and uncertainties that could adversely affect our business and operating results.

ConnectM may choose to expand internationally and may require additional resources and controls. Any expansion internationally could subject our business to risks associated with international operations, including:

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difficulties in establishing legal entities in foreign jurisdictions;

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challenges in arranging, and availability of, financing for our customers;

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availability and cost of raw materials and components, labor and equipment for manufacturing our systems;

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difficulties in staffing and managing foreign operations due to differences in culture, laws and customer expectations, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;

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installation challenges which we have not encountered before which may require the development of adaptions of our products for a given jurisdiction;

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compliance with multiple, potentially conflicting and changing governmental laws, regulations, and permitting processes including environmental, banking, employment, tax, privacy, safety, security and data protection laws and regulations;

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compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act;

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greater difficulties in securing or enforcing our intellectual property rights in certain jurisdictions, or in potential infringement of third-party intellectual property rights in new jurisdictions;

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difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

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increases or decreases in our expenses caused by fluctuation in foreign currency exchange rates;

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restrictions on repatriation of foreign earnings;

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compliance with potentially conflicting and changing laws of taxing jurisdictions where we conduct business and compliance with applicable U.S. tax laws as they relate to international operations, including product transfer pricing, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws;

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changes in import and export controls and tariffs imposed by the United States or foreign governments;

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changes in regulations regarding recycling and the end of life of our products;

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changes in regulations that would prevent us from doing business in specified countries;

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failure of the supply chain in local countries to provide us with materials of a sufficient quality and quantity delivered on timelines we expect; and

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regional economic and political conditions.

As a result of these risks, any potential future international expansion efforts that we may undertake may not be successful.

We may not be able to effectively manage our growth.

Our future growth, if any, may cause a significant strain on our management and our operational, financial, and other resources. Our ability to manage our growth effectively will require us to implement and improve our operational, financial, and management systems and to expand, train, manage, and motivate our employees. These demands will require the hiring of additional management personnel and the development of additional expertise by management. Any increase in resources used without a corresponding increase in our operational, financial, and management systems could have a negative impact on our business, financial condition, and results of operations.

We are a decentralized company and place significant decision-making powers with our subsidiaries’ management, which presents certain risks.

We believe that our practice of placing significant decision-making powers with local management is important to our successful growth and allows us to be responsive to opportunities and to our customers’ needs. However, this practice presents certain risks, including the risk that we may be slower or less effective in our attempts to identify or react to problems affecting an important business than we would under a more centralized structure or that we would be slower to identify a misalignment between a subsidiary’s and ConnectM’s overall business strategy. Further, if a subsidiary location fails to follow ConnectM’s compliance policies, we could be made party to a contract, arrangement or situation that requires the assumption of large liabilities or has less advantageous terms than is typically found in the market.

We may not realize the anticipated benefits of past or future investments, strategic transactions, or acquisitions, and integration of these acquisitions may disrupt our business and management.

We have in the past, and in the future we expect to, acquire companies, project pipelines, products or technologies or enter into joint ventures or other strategic initiatives. We may not realize the anticipated benefits of these acquisitions, and any acquisition has numerous risks. These risks include the following:

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difficulty in assimilating the operations and personnel of the acquired company;

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difficulty in effectively integrating the acquired technologies or products with our current technologies;

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difficulty in maintaining controls, procedures and policies during the transition and integration;

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disruption of our ongoing business and distraction of our management and employees from other opportunities and challenges due to integration issues;

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difficulty integrating the acquired company’s accounting, management information, and other administrative systems;

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inability to retain key technical and managerial personnel of the acquired business;

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inability to retain key customers, vendors, and other business partners of the acquired business;

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inability to achieve the financial and strategic goals for the acquired and combined businesses;

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incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;

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potential failure of the due diligence processes to identify significant issues with product quality, intellectual property infringement, and other legal and financial liabilities, among other things;

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potential inability to assert that internal controls over financial reporting are effective; and

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potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions.

Acquisitions of companies, businesses and assets are inherently risky and, if we do not complete the integration of these acquisitions successfully and in a timely manner, we may not realize the anticipated benefits of the acquisitions to the extent anticipated, which could adversely affect our business, financial condition, or results of operations.

If we are unsuccessful in developing and maintaining our proprietary technology, including our Aurai and Yantra applications, our ability to attract and retain OEMs could be impaired, our competitive position could be harmed and our revenue could be reduced.

Our future growth depends on our ability to continue to develop and maintain our proprietary technology that supports our service offerings, including our Aurai and Yantra applications. In addition, we rely, and expect to continue to rely, on licensing agreements with certain third parties for aerial images that allow us to efficiently and effectively analyze a customer’s DE2 system specifications. In the event that our current or future products require features that we have not developed or licensed, or we lose the benefit of an existing license, we will be required to develop or obtain such technology through purchase, license or other arrangements. If the required technology is not available on commercially reasonable terms, or at all, we may incur additional expenses in an effort to internally develop the required technology. If we are unable to maintain our existing proprietary technology, our ability to attract and retain OEM partners could be impaired, our competitive position could be harmed and our revenue could be reduced.

Our business is concentrated in certain markets, putting us at risk of region-specific disruptions.

As of May 9, 2024, a majority of our total installations were in Massachusetts, Florida and Virginia. We expect our near-term future growth to occur in the east coast and midwest of the U.S., and to further expand our customer base and operational infrastructure. Accordingly, our business and results of operations are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in such markets and in other markets that may become similarly concentrated.

Changes to the applicable laws and regulations governing direct-to-home sales and marketing may limit our ability to effectively compete.

The majority of our service business is conducted using the direct-to-home sales channel and marketing that could impose additional limitations on unsolicited residential sales calls and may impose additional restrictions such as adjustments to our marketing materials and direct-selling processes, and new training for personnel. If additional laws and regulations affecting direct sales and marketing are passed in the markets

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in which we operate, it would take time to train our sales professionals to comply with such laws, and we may be exposed to fines or other penalties for violations of such laws. If we fail to compete effectively through our direct-selling efforts, our financial condition, results of operations and growth prospects could be adversely affected.

Our growth depends in part on the success of our relationships with third parties.

A key component of our growth strategy is to develop or expand our relationships with third parties. For example, we are investing resources in establishing strategic relationships with market players across a variety of industries to generate new customers. These programs may not roll out as quickly as planned or produce the results we anticipated. A significant portion of our business depends on attracting and retaining new and existing DE2 partners. Negotiating relationships with our DE2 partners, investing in due diligence efforts with potential DE2 partners, training such third parties and contractors, and monitoring them for compliance with our standards require significant time and resources and may present greater risks and challenges than expanding a direct sales or installation team. If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to grow our business and address our market opportunity could be impaired. Even if we are able to establish and maintain these relationships, we may not be able to execute on our goal of leveraging these relationships to meaningfully expand our business, brand recognition and customer base. This would limit our growth potential and our opportunities to generate significant additional revenue or cash flows.

ConnectM operates in the early-stage market of DE2 adoption, has a history of losses and expects to incur significant ongoing expenses

We have incurred operating losses before income taxes in the past. We intend to increase our spending to finance the expansion of our operations, expand our installation, engineering, administrative, sales and marketing staffs, increase spending on our brand awareness and other sales and marketing initiatives, make significant investments to drive future growth in our business and implement internal systems and infrastructure to support our growth. We do not know whether our revenue will grow rapidly enough to absorb these costs and our limited operating history makes it difficult to assess the extent of these expenses or their impact on our results of operations. Our ability to sustain profitability depends on a number of factors, including but not limited to:

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mitigating the impact of the COVID-19 pandemic on our business;

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growing our customer base;

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maintaining or lowering our cost of capital;

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reducing the cost of components for our solar service offerings;

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growing and maintaining our channel partner network;

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maintaining high levels of product quality, performance, and customer satisfaction;

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successfully integrating acquired businesses;

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growing our direct-to-consumer business to scale;

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reducing our operating costs by lowering our customer acquisition costs and optimizing our design and installation processes; and

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supply chain logistics, such as accepting late deliveries.

We may be unable to achieve positive cash flows from operations in the future.

Failure to hire and retain a sufficient number of employees and service providers in key functions would constrain our growth and our ability to timely complete customers’ projects and successfully manage customer accounts.

To support our growth, we need to hire, train, deploy, manage and retain a substantial number of skilled employees, engineers, installers, electricians, sales and project finance specialists. Competition for

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qualified personnel in our industry is increasing, particularly for skilled personnel involved in the installation of DE2 systems. We have in the past been, and may in the future be, unable to attract or retain qualified and skilled installation personnel or installation companies to be our DE2 Service partners, which would have an adverse effect on our business. We and our DE2 partners also compete with the homebuilding and construction industries for skilled labor. As these industries grow and seek to hire additional workers, our cost of labor may increase. The unionization of the industry’s labor force could also increase our labor costs. Shortages of skilled labor could significantly delay a project or otherwise increase our costs. Because our profit on a particular installation is based in part on assumptions as to the cost of such project, cost overruns, delays or other execution issues may cause us to not achieve our expected margins or cover our costs for that project. We need to continue to expand upon the training of our customer service team to provide high-end account management and service to customers before, during and following the point of installation of our DE2 systems. Identifying and recruiting qualified personnel and training them requires significant time, expense and attention. It can take several months before a new customer service team member is fully trained and productive at the standards that we have established. If we are unable to hire, develop and retain talented technical and customer service personnel, we may not be able to realize the expected benefits of this investment or grow our business.

In addition, to support the growth and success of our direct-to-consumer channel, we need to recruit, retain and motivate a large number of sales personnel on a continuing basis. We compete with many other companies for qualified sales personnel, and it could take many months before a new salesperson is fully trained on our DE2 Service offerings. If we are unable to hire, develop and retain qualified sales personnel or if they are unable to achieve desired productivity levels, we may not be able to compete effectively.

If we or our DE2 partners cannot meet our hiring, retention and efficiency goals, we may be unable to complete customers’ projects on time or manage customer accounts in an acceptable manner or at all. Any significant failures in this regard would materially impair our growth, reputation, business and financial results. If we are required to pay higher compensation than we anticipate, these greater expenses may also adversely impact our financial results and the growth of our business.

Failure by our vendors or our component suppliers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business.

We do not control our vendors or suppliers or their business practices. Accordingly, we cannot guarantee that they follow ethical business practices, such as fair wage practices and compliance with environmental, safety and other local laws. A lack of demonstrated compliance could lead us to seek alternative manufacturers or suppliers, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations. Violation of labor or other laws by our manufacturers or suppliers or the divergence of a supplier’s labor or other practices from those generally accepted as ethical in the U.S. or other markets in which we do business could also attract negative publicity for us and harm our business.

If we are unable to retain and recruit qualified technicians and advisors, or if our board of directors, key executives, key employees or consultants discontinue their employment or consulting relationship with us, it may delay our development efforts or otherwise harm our business.

We may not be able to attract or retain qualified management or technical personnel in the future due to the intense competition for qualified personnel among DE2 Services businesses. Our industry has experienced a high rate of turnover of management personnel in recent years. If we are not able to attract, retain, and motivate necessary personnel to accomplish our business objectives, we may experience constraints that will significantly impede the successful development of any product candidates, our ability to raise additional capital, and our ability to implement our overall business strategy.

We are highly dependent on members of our management and technical staff. Our success also depends on our ability to continue to attract, retain and motivate highly skilled junior, mid-level, and senior managers as well as junior, mid-level, and senior technical personnel. The loss of any of our executive officers, key employees, or consultants and our inability to find suitable replacements could potentially harm our business, financial condition, and prospects. We may be unable to attract and retain personnel on acceptable terms given the competition among DE2 Service providers. Certain of our current officers, directors, and/or

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consultants hereafter appointed may from time to time serve as officers, directors, scientific advisors, and/or consultants of other DE2 Service providers. We do not maintain “key man” insurance policies on any of our officers or employees. Other than certain members of our senior management team, all of our employees are employed “at will” and, therefore, each employee may leave our employment and join a competitor at any time.

We plan to grant stock options, restricted stock grants, restricted stock unit grants, and/or other forms of equity awards in the future as a method of attracting and retaining employees, motivating performance, and aligning the interests of employees with those of our shareholders. If we are unable to implement and maintain equity compensation arrangements that provide sufficient incentives, we may be unable to retain our existing employees and attract additional qualified candidates. If we are unable to retain our existing employees and attract additional qualified candidates, our business and results of operations could be adversely affected. Currently the exercise prices of all outstanding stock options are greater than the current stock price.

As of May 9, 2024, we had 101 full-time employees in the U.S., 53 full-time employees in India and 9 part-time employees and contractors. We may be unable to implement and maintain an attractive incentive compensation structure in order to attract and retain the right talent. These actions could lead to disruptions in our business, reduced employee morale and productivity, increased attrition, and problems with retaining existing and recruiting future employees.

ConnectM’s management has no experience in operating a public company.

ConnectM’s executive officers have limited experience in the management of a publicly traded company. ConnectM’s management team may not successfully or effectively manage the transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. ConnectM’s limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of the company. ConnectM may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies. The development and implementation of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required of a public company, as well as the cost of outside legal and accounting advisors, may require costs greater than expected.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members and officers.

We will be subject to the reporting requirements of the Exchange Act, the listing requirements of the Nasdaq stock market and other applicable securities rules and regulations. Compliance with these rules and regulations has increased our legal and financial compliance costs, made some activities more difficult, time-consuming or costly and increased demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls, procedures, and internal controls over financial reporting. Maintaining our disclosure controls and procedures and internal controls over financial reporting in accordance with this standard requires significant resources and management oversight. As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations. We will need to hire more employees in the future to manage these reporting and compliance obligations, which will increase our costs and expenses.

We may be materially adversely affected by negative publicity.

Our business involves transactions with customers. We and our DE2 partners must comply with numerous federal, state and local laws and regulations that govern matters relating to our interactions with customers, including those pertaining to privacy and data security and warranties. These laws and regulations are dynamic and subject to potentially differing interpretations, and various federal, state and local legislative and regulatory bodies may expand current laws or regulations, or enact new laws and regulations, regarding these matters. Changes in these laws or regulations or their interpretation could dramatically

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affect how we do business, acquire customers, and manage and use information we collect from and about current and prospective customers and the costs associated therewith. We strive to comply with all applicable laws and regulations relating to our interactions with residential customers. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Noncompliance with any such laws or regulations, or the perception that we or our DE2 partners have violated such laws or regulations or engaged in deceptive practices that could result in a violation, could also expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business. We have incurred, and will continue to incur, significant expenses to comply with such laws and regulations, and increased regulation of matters relating to our business could require us to modify our operations and incur significant additional expenses, which could have an adverse effect on our business, financial condition, and results of operations.

Any investigations, actions, adoption or amendment of regulations relating to the marketing of our products to residential consumers of our community DE2 programs could divert management’s attention from our business, require us to modify our operations and incur significant additional expenses, which could have an adverse effect on our business, financial condition, and results of operations or could reduce the number of our potential customers.

We cannot ensure that our sales professionals and other personnel will always comply with our standard practices and policies, as well as applicable laws and regulations. In any of the numerous interactions between our sales professionals or other personnel and our customers or potential customers, our sales professionals or other personnel may, without our knowledge and despite our efforts to effectively train them and enforce compliance, engage in conduct that is or may be prohibited under our standard practices and policies and applicable laws and regulations. We have been exposed to claims in the past, and any such non-compliance, or the perception of non-compliance, could expose us to additional claims, proceedings, litigation, investigations, or enforcement actions by private parties or regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business and reputation. We have incurred, and will continue to incur, significant expenses to comply with the laws, regulations and industry standards that apply to us.

Our business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions, including, but not limited to, the impact of severe weather.

Weather conditions directly influence the demand for electricity and natural gas and other fuels and affect the price of energy and energy-related commodities. In addition, severe weather and natural disasters, such as hurricanes, floods, tornadoes, icing events and earthquakes, can be destructive and cause power outages and property damage, affect the availability of fuel and water, reduce our revenue and require us to incur additional costs, for example, to restore service and repair damaged facilities, to obtain replacement power and to access available financing sources. Furthermore, our physical plants could be placed at greater risk of damage should continued changes in the global climate produce additional unusual variations in temperature and weather patterns, resulting in more intense, frequent and extreme weather events, and abnormal levels of precipitation. A disruption or failure of electric generation, or storage systems in the event of a hurricane, tornado or other severe weather event, or otherwise, could prevent us from operating our business in the normal course and could result in any of the adverse consequences described above. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

Where cost recovery is available, recovery of costs to restore service and repair damaged facilities is or may be subject to regulatory approval, and any determination by the regulator not to permit timely and full recovery of the costs incurred could have a material adverse effect on our business, financial condition, results of operations and prospects. Changes in weather can also affect the production of electricity at power generation facilities.

Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations, resulting in a decline in the price of our common stock.

Our quarterly results of operations are difficult to predict and may fluctuate significantly in the future. We have experienced seasonal and quarterly fluctuations in the past and expect these fluctuations to continue.

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However, given that we are operating in a rapidly changing industry, those fluctuations may be masked by our recent growth rates and thus may not be readily apparent from our historical results of operations. As such, our past quarterly results of operations may not be good indicators of likely future performance.

In addition to the other risks described in this “Risk Factors” section, as well as the factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ConnectM” section, the following factors, among others, could cause our results of operations and key performance indicators to fluctuate:

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the expiration, reduction or initiation of any governmental tax rebates, tax exemptions, or incentive;

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significant fluctuations in customer demand for our DE2 Service offerings or fluctuations in the geographic concentration of installations of DE2 systems;

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changes in financial markets, which could restrict our ability to access available and cost-effective financing sources;

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seasonal, environmental or weather conditions that impact sales, energy production, and system installation;

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the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

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announcements by us or our competitors of new products or services, significant acquisitions, strategic partnerships, or joint ventures;

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necessary capital-raising activities or commitments;

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changes in our pricing policies or terms or those of our competitors, including utilities;

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changes in regulatory policy related to solar energy generation;

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the loss of one or more key partners or the failure of key partners to perform as anticipated;

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our failure to successfully integrate acquired solar facilities;

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actual or anticipated developments in our competitors’ businesses or the competitive landscape;

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actual or anticipated changes in our growth rate;

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general economic, industry and market conditions, including as a result of the COVID-19 pandemic and/or future pandemics; and

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changes to our cancellation rate.

Our actual revenue or key operating metrics in one or more future quarters may fall short of the expectations of investors and financial analysts. If that occurs, the market price of our common stock could decline and stockholders could lose part or all of their investment.

Our results of operations have been and will continue to be adversely impacted by the COVID-19 pandemic, and the duration and extent to which it will impact our results of operations remains uncertain.

A significant outbreak of epidemic, pandemic, or contagious diseases in the human population, such as the current COVID-19 pandemic, could result in a widespread health crisis that could adversely affect the broader economies, financial and capital markets, commodity and energy prices, and overall demand environment for our products. A global health crisis could affect, and has affected, our workforce, customers and vendors, as well as economies and financial markets globally, potentially leading to an economic downturn, which could decrease spending, adversely affecting the demand for our products.

In response to the COVID-19 pandemic, federal, state, local, and foreign governments put in place, and in the future may again put in place, travel restrictions, quarantines, “stay at home” orders and guidelines, and similar government orders and restrictions, in an attempt to control the spread of the disease. Such restrictions or orders resulted in, and in the future may result in, business closures, work stoppages, slowdowns and delays, among other effects that negatively impacted, and in the future may negatively impact, our

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operations, as well as the operations of our customers and business partners. Such results have had and will continue to have a material adverse effect on our business, operations, financial condition, results of operations, and cash flows.

Although we have continued to operate consistent with federal guidelines and state and local orders, the extent to which the COVID-19 pandemic impacts our business, operations, financial results and financial condition will depend on numerous evolving factors which are uncertain and cannot be predicted, including:

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the duration and scope of the pandemic and associated disruptions;

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a general slowdown in our industry;

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governmental, business and individuals’ actions taken in response to the pandemic;

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the effect on our customers and our customers’ demand for our products and installations;

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the effect on our suppliers and disruptions to the global supply chain;

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our ability to sell and provide our products and provide installations, including disruptions as a result of travel restrictions and people working from home;

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the ability of our customers to pay for our products;

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delays in our projects due to closures of jobsites or cancellation of jobs; and

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any closures of our and our suppliers’ and customers’ facilities.

These effects of the COVID-19 pandemic and related economic repercussions have materially affected how we and our customers, vendors, subcontractors, developers, and general contractors are operating our businesses, and the duration and extent to which this will negatively impact our future results of operations and overall financial performance remains uncertain. ConnectM faces risks related to health pandemics, including the ongoing COVID-19 pandemic or potential future pandemics, which could have a material and adverse effect on our business, operations, financial condition, results of operations, and cash flows.

In addition, while we believe we have taken appropriate steps to maintain a safe workplace to protect our employees from contracting and spreading the coronavirus, including following the guidance set out from both the Occupational Safety and Health Administration and Centers for Disease Control and Prevention, we may not be able to completely prevent the spread of the virus among our employees. We may face litigation or other proceedings making claims related to unsafe working conditions, inadequate protection of our employees or other claims. Any of these claims, even if without merit, could result in costly litigation or divert management’s attention and resources.

Furthermore, we may face a sustained disruption to our operations due to one or more of the factors described above. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic instability that has occurred or may occur in the future. Any of these events could amplify the other risks and uncertainties described in this proxy statement/prospectus and could materially adversely affect our business, operations, financial condition, results of operations, cash flows or the market price of our common stock.

Adverse economic conditions may have negative consequences on our business, results of operations and financial condition.

Unpredictable and unstable changes in economic conditions, including recession, inflation, increased government intervention, or other changes, may adversely affect our general business strategy. Additionally, economic downturns in the markets in which we operate may materially and adversely affect our business because our business is dependent on levels of construction and home remodeling activity. We rely upon our ability to generate additional sources of liquidity and we may need to raise additional funds through public or private debt or equity financings in order to fund existing operations or to take advantage of opportunities, including acquisitions of complementary businesses or technologies. Any adverse change in economic conditions would have a negative impact on our business, results of operations and financial condition and on our ability to generate or raise additional capital on favorable terms, or at all.

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ConnectM is highly reliant on its networked and cloud-based business model and information technology systems and data, and those of its service providers which may be subject to cyber-attacks, service disruptions or other security incidents, which could result in data breaches, loss or interruption of services, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

ConnectM continues to expand its information technology systems in the form of its networked and cloud-based business model, and as its operations grow its internal information technology systems, such as product data management, procurement, inventory management, production planning and execution, sales, service and logistics, financial, tax and regulatory compliance systems. This includes the implementation of new internally developed systems and the deployment of such systems in the United States. While ConnectM maintains information technology measures designed to protect it against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation, its systems and those of its service providers are potentially vulnerable to malware, ransomware, viruses, denial-of-service attacks, phishing attacks, social engineering, computer hacking, unauthorized access, exploitation of bugs, defects and vulnerabilities, breakdowns, damage, interruptions, system malfunctions, power outages, terrorism, acts of vandalism, security breaches, security incidents, inadvertent or intentional actions by employees or other third parties, and other cyber-attacks. To the extent any security incident results in unauthorized access or damage to or acquisition, use, corruption, loss, destruction, alteration or dissemination of ConnectM data, including intellectual property and personal information, or ConnectM’s products, or for it to be believed or reported that any of these occurred, it could disrupt ConnectM’s business, harm its reputation, compel it to comply with applicable data breach notification laws, subject it to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require it to verify the correctness of database contents, or otherwise subject it to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information. This could result in increased costs to ConnectM and result in significant legal and financial exposure and/or reputational harm.

Because ConnectM also relies on third-party service providers, it cannot guarantee that its service providers’ and component suppliers’ systems have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in a security incident, or other disruption to, ConnectM’s or ConnectM’s service providers’ or component suppliers’ systems. ConnectM’s ability to monitor its service providers’ and component suppliers’ security measures is limited, and, in any event, malicious third parties may be able to circumvent those security measures. Further, the implementation, maintenance, segregation and improvement of these systems require significant management time, support and cost, and there are inherent risks associated with developing, improving and expanding ConnectM’s core systems as well as implementing new systems and updating current systems, including disruptions to the related areas of business operation. These risks may affect ConnectM’s ability to manage its data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations.

If ConnectM does not successfully implement, maintain or expand its information technology systems as planned, its operations may be disrupted, its ability to accurately and/or timely report its financial results could be impaired and deficiencies may arise in its internal control over financial reporting, which may impact its ability to certify its financial results (see also “Risks Related to Finance, Tax and Accounting — ConnectM has identified material weaknesses in its internal control over financial reporting. If ConnectM is unable to remediate these material weaknesses, or if ConnectM identifies additional material weaknesses in the future or otherwise fails to maintain an effective internal control over financial reporting, this may result in material misstatements of ConnectM’s consolidated financial statements or cause ConnectM to fail to meet its periodic reporting obligations” for more detail). Moreover, ConnectM’s proprietary information, including intellectual property and personal information, could be compromised or misappropriated and its reputation may be adversely affected if these systems or their functionality do not operate as expected and ConnectM may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

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Our ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events or company-specific events, as well as the financial condition of insurers.

Insurance coverage may not continue to be available or may not be available at rates or on terms similar to those presently available to us. Our ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events or company-specific events, as well as the financial condition of insurers. If insurance coverage is not available or obtainable on acceptable terms, we may be required to pay costs associated with adverse future events.

Our insurance policies against many potential liabilities require high deductibles, and our risk management policies and procedures may leave us exposed to unidentified or unanticipated risks. Additionally, difficulties in the insurance markets may adversely affect our ability to obtain necessary insurance.

We insure various general liability, workers’ compensation, property and auto risks as well as other risks through a variety of direct insurance policies and a captive insurance company that are reinsured for risks above certain deductibles and retentions. All of our insurance policies and programs are subject to high deductibles and retentions; as such, we are, in effect, self-insured for substantially all of our typical claims. We hire an actuary to determine any liabilities for unpaid claims and associated expenses for the three major lines of coverage (workers’ compensation, general liability and auto liability). The determination of these claims and expenses and the appropriateness of the estimated liability are reviewed and updated quarterly. However, insurance liabilities are difficult to assess and estimate due to the many relevant factors, the effects of which are often unknown, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents that have occurred but are not reported and the effectiveness of our safety program. Our accruals are based on known facts, historical trends (both internal trends and industry averages) and our reasonable estimate of our future expenses. We believe our accruals are adequate. However, our risk management strategies and techniques may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. If any of the variety of instruments, processes or strategies we use to manage our exposure to various types of risk are not effective, we may incur losses that are not covered by our insurance policies or that exceed our accruals or coverage limits.

Additionally, we typically are contractually required to provide proof of insurance for projects on which we work. Historically, insurance market conditions become more difficult for insurance consumers during periods when insurance companies suffer significant investment losses as well as casualty losses. Consequently, it is possible that insurance markets will become more expensive and restrictive. Also, our prior casualty loss history might adversely affect our ability to procure insurance within commercially reasonable ranges. As such, we may not be able to maintain commercially reasonable levels of insurance coverage in the future, which could preclude our ability to work on many projects and increase our overall risk exposure. Our insurance providers are under no commitment to renew our existing insurance policies in the future; therefore, our ability to obtain necessary levels or kinds of insurance coverage is subject to market forces outside our control. If we were unable to obtain necessary levels of insurance, it is likely we would be unable to compete for or work on most projects.

Increases and uncertainty in our health insurance costs could adversely impact our results of operations and cash flows.

The costs of employee health insurance have been increasing in recent years due to rising health care costs, legislative changes, and general economic conditions. Additionally, we may incur additional costs as a result of the Patient Protection and Affordable Care Act (the “Affordable Care Act”) that was signed into law in March 2010. Future legislation could also have an impact on our business. The status of the Affordable Care Act, any amendment, repeal or replacement thereof, is currently uncertain. For example, in December 2019, the United States Court of Appeals for the Fifth Circuit struck down a central provision of the Affordable Care Act, ruling that the requirement that people have health insurance was unconstitutional, sending the case back to a federal district judge in Texas to determine which of the law’s many parts could survive without the mandate. On March 2, 2020, the United States Supreme Court granted certiorari to review this case, and on June 17, 2021, the U.S. Supreme Court dismissed a challenge on procedural grounds that argued Affordable Care Act is unconstitutional in its entirety because the “individual mandate” was

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repealed by Congress. The Affordable Care Act will remain in effect in its current form; however, we continue to evaluate the effect that the Affordable Care Act has on our business.

Failure to remain in compliance with covenants under our credit and loan agreements, service our indebtedness, or fund our other liquidity needs could adversely impact our business.

Our failure to comply with covenants under the credit or loan agreements, or to pay principal, interest or other amounts when due thereunder, would constitute an event of default under the credit and loan agreements. Default under our credit and loan agreements could result in (1) us no longer being entitled to borrow under the agreements; (2) termination of the agreements; (3) acceleration of the maturity of outstanding indebtedness under the agreements; and/or (4) foreclosure on any collateral securing the obligations under the agreements. If we are unable to service our debt obligations or fund our other liquidity needs, we could be forced to curtail our operations, reorganize our capital structure (including through bankruptcy proceedings) or liquidate some or all of our assets in a manner that could cause holders of our securities to experience a partial or total loss of their investment in us.

If we fail to develop and maintain an effective system of internal control over financial reporting and other business practices, and of board-level oversight, we may not be able to report our financial results accurately or prevent and detect fraud and other improprieties. Consequently, investors could lose confidence in our financial reporting, and this may decrease the trading price of our stock.

We must maintain effective internal controls to provide reliable financial reports and to prevent and detect fraud and other improprieties. We are responsible for reviewing and assessing our internal controls and implementing additional controls when improvement is needed. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations.

The Sarbanes-Oxley Act requirements regarding internal control over financial reporting, and other internal controls over business practices, are costly to implement and maintain, and such costs are relatively more burdensome for smaller companies such as us than for larger companies. We have limited internal personnel to implement procedures and rely on outside professionals including accountants and attorneys to support our control procedures. We are working to improve all of our controls but, if our controls are not effective, we may not be able to report our financial results accurately or prevent and detect fraud and other improprieties, which could lead to a decrease in the market price of our stock. Failure to implement any required changes to our internal controls or other changes we identify as necessary to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the market price of our common stock.

Our historical financial results may not be indicative of what our actual financial position or results of operations would have been if we were a public company.

Our business has achieved rapid growth since we launched. Our net revenue was $5,775,195 and $5,267,561 for the three months ended March 31, 2024 and 2023, respectively. Our net loss was $(2,603,373) and $(919,836) for the three months ended March 31, 2024 and 2023, respectively. However, our results of operations, financial condition and cash flows reflected in our consolidated financial statements may not be indicative of the results we would have achieved if we were a public company or results that may be achieved in future periods. Consequently, there can be no assurance that we will be able to generate sufficient income to pay our operating expenses and make satisfactory distributions to our shareholders, or any distributions at all.

Our reported financial results may be affected, and comparability of our financial results with other companies in our industry may be impacted, by changes in the accounting principles generally accepted in the U.S.

Generally accepted accounting principles in the U.S. are subject to change and interpretation by the Financial Accounting Standards Board (“FASB”), the SEC, and various bodies formed to promulgate and

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interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and on the financial results of other companies in our industry and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. For example, in June 2016 the FASB issued Accounting Standards Update No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”), which replaces the current incurred loss impairment methodology with a current expected credit losses model. Other companies in our industry may be affected differently by the adoption of ASU No. 2016-13 or other new accounting standards, including timing of the adoption of new accounting standards, adversely affecting the comparability of financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which primarily changes the lessee’s accounting for operating leases by requiring recognition of lease right-of-use assets and lease liabilities. This standard is effective for annual reporting periods beginning after December 15, 2021. ConnectM adopted this standard, effective January 1, 2022, under the alternative transition method as permissible under ASU 2018-11 and will apply this standard to all leases. As a result, comparative financial information of ConnectM has not been restated and continues to be reported under the accounting standards in effect for those periods.

ConnectM and its independent registered public accounting firm have identified material weaknesses in its internal control over financial reporting. If ConnectM is unable to remediate these material weaknesses, or if the Combined Company identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, the Combined Company may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect its business and the market price of the Combined Company’s common stock.

In preparation of its consolidated financial statements to meet the requirements applicable to this transaction, ConnectM and its independent registered public accounting firm identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The first material weakness identified related to a deficiency in ConnectM’s controls over complex accounting topics centered around the appropriate treatment of specific incremental costs that were directly attributable to the transaction with MCAC. Specifically, ConnectM’s accounting and internal control infrastructure did not allow for adequate review processes over this complex accounting topic due to lack of sufficient resources. Due to this material weakness, material errors were identified and corrected in ConnectM’s audited financial statements for the year ended December 31, 2023.

The second material weakness identified related to a deficiency in ConnectM’s controls over revenue recognition centered around the appropriate timing of the recognition of its solar system services for which ConnectM recognized revenue when it had not fully satisfied its performance obligation. Specifically, ConnectM’s accounting and internal control infrastructure did not allow for the proper assessment of the timing of revenue recognition for its solar system services due to lack of sufficient resources. Due to this material weakness, material errors were identified and corrected in ConnectM’s audited financial statements for the year ended December 31, 2023.

ConnectM has plans to implement measures designed to improve internal controls over financial reporting to remediate the control deficiencies outlined above that led to the material weaknesses, including strengthening reviews by its finance team and expanding its accounting and finance team to add additional qualified accounting and finance resources, which may include expanding the use of thirdparty consultants that possess the required expertise to assist management with its review.

ConnectM cannot assure you that the measures it has taken to date, and actions it may take in the future, will be sufficient to remediate the control deficiencies that led to the material weaknesses in its internal controls over financial reporting or that they will prevent or avoid potential future material weaknesses. In addition, neither its management nor an independent registered public accounting firm has performed an evaluation of its internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because no such evaluation has been required. If ConnectM is unable to successfully remediate its existing or any future material weaknesses in its internal control over financial

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reporting, identifies any additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, the accuracy and timing of the Combined Company financial reporting may be adversely affected, the Combined Company may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in the consolidated company’s financial reporting, and the market price of the Combined Company’s common stock may decline as a result.

Risks Related to Data Privacy

Any security breach or unauthorized access or disclosure or theft of data, including personal information we gather, store and use, or other hacking and phishing attacks on our systems, could harm our reputation, subject us to claims or litigation, financial harm and have an adverse impact on our business.

We receive, store and use personal information of customers, including names, addresses, e-mail addresses, credit information and other housing and energy use information, as well as the personal information of our employees. Unauthorized disclosure of such personal information, whether through breach of our systems by an unauthorized party, employee theft or misuse, or otherwise, could harm our business. In addition, computer malware, viruses, social engineering (predominantly spear phishing attacks), and general hacking have become more prevalent, have occurred on our systems in the past, and could occur on our systems in the future. Inadvertent disclosure of such personal information, or if a third party were to gain unauthorized access to the personal information in our possession, has resulted in, and could result in future claims or litigation arising from damages suffered by such individuals. In addition, we could incur significant costs in complying with the multitude of federal, state and local laws regarding the unauthorized disclosure of personal information. Our efforts to protect such personal information may be unsuccessful due to software bugs or other technical malfunctions; employees, contractor, or vendor error or malfeasance; or other threats that evolve. In addition, third parties may attempt to fraudulently induce employees or users to disclose sensitive information. Although we have developed systems and processes that are designed to protect the personal information we receive, store and use and to prevent or detect security breaches, we cannot assure you that such measures will provide absolute security. Any perceived or actual unauthorized disclosure of such information could harm our reputation, substantially impair our ability to attract and retain customers and have an adverse impact on our business.

While we currently maintain cybersecurity insurance, such insurance may not be sufficient to cover us against claims, and we cannot be certain that cyber insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.

Our business is subject to complex and evolving laws and regulations regarding privacy and data protection. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, increased cost of operations or otherwise harm our business.

The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to significant change. New data protection laws, including recent California legislation and regulation which affords California consumers an array of new rights, including the right to be informed about what kinds of personal data companies have collected and why it was collected, pose increasingly complex compliance challenges and potentially elevate our costs. Complying with varying jurisdictional requirements could increase the costs and complexity of compliance, and violations of applicable data protection laws could result in significant penalties. Any failure, or perceived failure, by us to comply with applicable data protection laws could result in proceedings or actions brought against us by governmental entities or others, subject us to significant fines, penalties, judgments and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business.

Risks Related to Electrification and Decarbonization Business

ConnectM’s future growth and success is highly correlated with and thus dependent upon the continuing rapid electrification of homes and adoption of EVs and electrification for passenger and fleet applications.

ConnectM’s future growth is highly dependent upon the increased electrification of home heating using heat pumps and the adoption of EVs by businesses and consumers.

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The U.S. federal government, and some state and local governments provide incentives to homeowners in the form of rebates, tax credits and other financial incentives, such as payments for regulatory credits to replace fossil fuels for home heating and also for cooking applications, The High Efficiency Electric Home Rebate Act (HEEHRA) is the official name of the Inflation Reduction Act’s (IRA) heat pump incentive program. Although demand for heat pumps has grown in recent years, there is no guarantee of continuing future demand. If the market for heat pumps develops more slowly than expected, or if demand for heat pumps decreases, ConnectM’s business, prospects, financial condition and operating results would be harmed. The market for heat pumps could be affected by numerous factors, such as:

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perceptions about heat pump quality, safety, performance and cost;

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volatility in the cost of heating oil and natural gas, including as a result of trade restrictions;

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concerns regarding the reliability and stability of the electrical grid;

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availability of maintenance and repair services for heat pumps;

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consumers’ perception about the convenience and cost of using heat pumps;

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government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to heat pumps or decarbonization generally;

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relaxation of government mandates regarding the sale of heat pumps; and

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concerns about the future viability of heat pump manufacturers.

One of the many things the Inflation Reduction Act of August 2022 accomplishes is the expansion of the Federal Tax Credit for Solar Photovoltaics, also known as the Investment Tax Credit (ITC). This credit can be claimed on federal income taxes for a percentage of the cost of a solar photovoltaic (PV) system. The ITC increased in amount and its timeline has been extended. Those who install a PV system between 2022 and 2032 will receive a 30% tax credit, which will decrease to 26% for systems installed in 2033 and to 22% for systems installed in 2034. Homeowners who installed a system in 2022 have an increased tax credit from 22% to 30% if the tax credit has not been already claimed. The solar plus storage equipment expenses included in the ITC have expanded. Now, energy storage devices that have a capacity rating of 3 kilowatt hours or greater are included and includes stand-alone storage. The ITC will cut the cost of installing rooftop solar for a home by 30%, or more than $7,500 for an average system. By helping Americans get solar on their roofs, these tax credits will help millions more families unlock an additional average savings of $9,000 on their electricity bills over the life of the system. The market for solar solutions could be affected by numerous factors, such as:

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perceptions about solar solutions quality, safety, performance and cost;

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concerns regarding the reliability and stability of the electrical grid;

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availability of maintenance and repair services for solar solutions;

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consumers’ perception about the convenience and cost of using solar solutions;

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government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to solar;

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relaxation of government mandates regarding the sale of solar solutions; and

concerns about the future viability of solar solutions manufacturers. Electrification rebates provide point-of-sale consumer discounts to enable low- and moderate-income households across the U.S. to electrify their homes. Notably, households will experience HEEHRA’s point-of-sale rebates as immediate, off-the-top discounts when making qualifying electrification purchases. The electrification rebates cover the following home energy assessment and weatherization projects: insulation, air sealing, and ventilation. For low-income households (under 80 percent of consumers’ area median income), the electrification rebates cover 100 percent of weatherization costs up to $1,600. For moderate-income households (between 80 percent and 150 percent of consumers’ area median income), the electrification rebates cover 50 percent of weatherization costs up to $1,600. The rebates may be implemented differently in each state, so there are no guarantees regarding final amounts, eligibility, or timeline. Without additional appropriations from Congress, the rebate programs will end once the initial IRA funding is exhausted. Total electrification

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rebates across all qualified electrification projects are capped at $14,000. Electric and gas utilities provide no cost home energy assessment services to residential homeowners. The market for home energy assessment and weatherization solutions could be affected by numerous factors, such as:

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perceptions about home energy assessment and weatherization solutions quality, safety, performance and cost;

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volatility in the cost of heating oil and natural gas, including as a result of trade restrictions;

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concerns regarding the reliability and stability of the electrical grid;

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availability of maintenance and repair services for home energy assessment and weatherization solutions;

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consumers’ perception about the convenience and cost of using home energy assessment and weatherization solutions;

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government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to weatherization and decarbonization generally;

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relaxation of government mandates regarding the sale of home energy assessment and weatherization solutions; and

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concerns about the future viability of home energy assessment and weatherization solutions manufacturers.

The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to energy independence, climate change and the environment generally. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, ConnectM’s business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

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perceptions about EV features, quality, safety, performance and cost;

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perceptions about the limited range over which EVs may be driven on a single battery charge;

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competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles;

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volatility in the cost of oil and gasoline, including as a result of trade restrictions;

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concerns regarding the reliability and stability of the electrical grid;

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the change in an EV battery’s ability to hold a charge over time;

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the availability and reliability of a national electric vehicle charging network or infrastructure;

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availability of maintenance and repair services for EVs;

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consumers’ perception about the convenience and cost of charging EVs;

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increases in fuel efficiency of non-electric vehicles;

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government regulations and economic incentives, including adverse changes in, or expiration of,

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favorable tax incentives related to EVs, EV electrification or decarbonization generally;

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relaxation of government mandates or quotas regarding the sale of EVs; and

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concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since EVs can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often make large

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purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for ConnectM’s products and services in particular.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Further, the automotive industry in general and EV manufacturing have experienced recent substantial supply chain interruptions due to COVID-19 and a worldwide semiconductor shortage adversely impacting the automotive industry in 2020 and 2021, resulting in reduced EV production schedules and sales. Volatility in demand or delays in EV production due to global supply chain constraints may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect ConnectM’s business, financial condition and operating results.

The electrification market is characterized by rapid technological changes often due to technical improvements, regulatory requirements and customer requirements, which requires ConnectM to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of its products and ConnectM’s financial results.

Continuing technological changes in battery and other electrification technologies could adversely affect adoption of current electrification technology and/or ConnectM’s products. ConnectM’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the electrification market. As new products are introduced, gross margins tend to decline in the near term and improve as the product becomes more mature with a more efficient manufacturing process.

As electrification technologies change or governmental regulations impose new requirements on electrification technology, ConnectM may need to upgrade or adapt its electrification technology and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery cell technology, or comply with new governmental regulations, which could involve substantial costs. Even if ConnectM is able to keep pace with changes in technology and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete or non-compliant with governmental regulations more quickly than expected. ConnectM may also incur additional costs and expenses related to new product transitions such as adverse impacts due to supply chain failures to procure sufficient new product components, purchase price variances, or inventory obsolescence costs related to new product transitions, including as the result of any failure on the part of ConnectM to meet its own estimates and projections. ConnectM cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products that meet customer requirements could damage ConnectM’s relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase ConnectM’s competitors’ products or services. Finally, new or changing state or federal regulations may result in delays related to the development of new products or modifications to existing products in order to come into compliance and any such delays may result in customer’s selecting alternative providers or result in delays related to ConnectM’s ability to install, sell or distribute its electrification technology.

If ConnectM is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer and regulatory requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue may decline, it may experience higher operating losses and its business and prospects may be adversely affected.

Certain statements ConnectM makes about estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

From time to time, ConnectM makes statements with estimates of the addressable market for ConnectM DE2 solutions. Market opportunity estimates and growth forecasts, whether obtained from third-party

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sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertainties associated with the ongoing COVID-19 pandemic, worldwide supply chain disruptions, macroeconomic effects of inflation and market and geopolitical volatility. The estimates and forecasts relating to the size and expected growth of the target DE2 market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected DE2 market opportunities are difficult to predict. The estimated addressable DE2 market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasts, ConnectM’s business could fail to grow at similar rates.

The DE2 industry is an emerging market which is constantly evolving and may not develop at the size or the rate we expect.

The DE2 industry is an emerging and constantly evolving market opportunity. We believe the DE2 industry is still developing and maturing, and we cannot be certain that the market will grow to the size or at the rate we expect. For example, we have experienced increases in cancellations of our customer agreements in certain geographic markets during various periods in our operating history. Any future growth of the DE2 market and the success of our DE2 service offerings depend on many factors beyond our control, including recognition and acceptance of the DE2 service market by consumers, the pricing of alternative sources of energy, a favorable regulatory environment, the continuation of expected tax benefits and other incentives, and our ability to provide our DE2 service offerings cost effectively. If the markets for DE2 do not develop to the size or at the rate we expect, our business may be adversely affected.

DE2 services has yet to achieve broad market acceptance and depends in part on continued support in the form of rebates, tax credits, and other incentives from federal, state and local governments. If this support diminishes materially, our ability to obtain external financing on acceptable terms, or at all, could be materially adversely affected. These types of funding limitations could lead to inadequate financing support for the anticipated growth in our business. Furthermore, growth in residential DE2 services depends in part on macroeconomic conditions, retail prices of electricity and customer preferences, each of which can change quickly. Declining macroeconomic conditions, including in the job markets and residential real estate markets, could contribute to instability and uncertainty among customers and impact their financial wherewithal, credit scores or interest in entering into long-term contracts with third party finance companies, even if such contracts would generate immediate and long-term savings.

Furthermore, market prices of retail electricity generated by utilities or other energy sources could decline for a variety of reasons, as discussed further below. Any such declines in macroeconomic conditions, changes in retail prices of electricity or changes in customer preferences would adversely impact our business.

We have historically benefited from declining costs in the solar industry, and our business and financial results may be harmed not only as a result of any increases in costs associated with our electrification service offerings but also any failure of these costs to continue to decline as we currently expect. If we do not reduce our cost structure in the future, our ability to continue to be profitable may be impaired.

Declining costs related to raw materials, manufacturing and the sale and installation of our solar service offerings have been a key driver in the pricing of our solar service offerings and, more broadly, customer adoption of solar energy. While historically the prices of solar panels and raw materials have declined, the cost of solar panels and raw materials have increased and may increase in the future, and such products’ availability could decrease, due to a variety of factors, including restrictions stemming from the COVID-19 pandemic, supply chain disruptions, tariffs and trade barriers, export regulations, regulatory or contractual limitations, industry market requirements, and changes in technology and industry standards.

We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs, trade agreements or related policies have the potential to adversely impact our supply chain and access to equipment, our costs and ability

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to economically serve certain markets. Any such cost increases or decreases in availability could slow our growth and cause our financial results and operational metrics to suffer.

We face competition from traditional energy companies as well as solar and other renewable energy companies.

The DE2 Services industry is highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with large utilities. We believe that our primary competitors are the established utilities that supply energy to homeowners by traditional means. We compete with these utilities primarily based on price, predictability of price, and the ease by which homeowners can switch to electricity generated by our DE2 Systems. If we cannot offer compelling value to customers based on these factors, then our business and revenue will not grow. Utilities generally have substantially greater financial, technical, operational and other resources than we do. As a result of their greater size, utilities may be able to devote more resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. Furthermore, these competitors are able to devote substantially more resources and funding to regulatory and lobbying efforts.

Utilities could also offer other value-added products or services that could help them compete with us even if the cost of electricity they offer is higher than ours. In addition, a majority of utilities’ sources of electricity are non-solar, which may allow utilities to sell electricity more cheaply than we can. Moreover, regulated utilities are increasingly seeking approval to “rate-base” their own residential solar and battery businesses. Rate-basing means that utilities would receive guaranteed rates of return for their solar and battery businesses. This is already commonplace for utility-scale solar projects and commercial solar projects. While few utilities to date have received regulatory permission to rate-base residential solar or storage, our competitiveness would be significantly harmed should more utilities receive such permission because we do not receive guaranteed profits for our solar service offerings.

We face competition from other DE2 service providers, and we also may face competition from new entrants into the market as a result of the passage of the Inflation Reduction Act of 2022 (the “IRA”) and its anticipated impacts and benefits to the DE2 industry. Some of these competitors may have a higher degree of brand name recognition, differing business and pricing strategies, lower barriers to entry into the DE2 market, and greater capital resources than we have, as well as extensive knowledge of our target markets. If we are unable to establish or maintain a consumer brand that resonates with customers, maintain high customer satisfaction, or compete with the pricing offered by our competitors, our sales and market share position may be adversely affected, as our growth is dependent on originating new customers. We also face competitive pressure from companies that may offer lower-priced consumer offerings than we do.

In addition, we compete with companies that are not regulated like traditional utilities but that have access to the traditional utility electricity transmission and distribution infrastructure. These energy service companies are able to offer customers electricity supply-only solutions that are competitive with our solar service offerings on both price and usage of solar energy technology. This may limit our ability to attract customers, particularly those who have an aesthetic or other objection to putting solar panels on their roofs.

Furthermore, we face competition from purely finance-driven nonintegrated competitors that subcontract out the installation of DE2 systems, from installation businesses that seek financing from external parties, from large construction companies and from electrical and roofing companies. In addition, local installers that might otherwise be viewed as potential DE2 partners may gain market share by being able to be the first providers in new local markets. Some of these competitors may provide DE2 Services at lower costs than we do.

As the DE2 industry grows and evolves, we will continue to face existing competitors as well as new competitors who are not currently in the market (including those resulting from the consolidation of existing competitors) that achieve significant developments in alternative technologies or new products such as storage solutions, electrification products, loan products, or other programs related to third-party ownership. Our failure to adapt to changing market conditions, to compete successfully with existing or new competitors and to adopt new or enhanced technologies could limit our growth and have a material adverse effect on our business and prospects.

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A material reduction in the retail price of traditional utility-generated electricity or electricity from other sources could harm our business, financial condition, results of operations and prospects.

We believe that a significant number of our customers decide to buy DE2 services because they want to pay less for electricity than what is offered by the traditional utilities. However, distributed commercial and industrial solar energy has yet to achieve broad market adoption as evidenced by the fact that distributed solar has penetrated less than 5% of its total addressable market in the U.S. commercial and industrial sector.

The customer’s decision to choose DE2 services may also be affected by the cost of other renewable energy sources. Decreases in the retail prices of electricity from the traditional utilities or from other renewable energy sources would harm our ability to offer competitive pricing and could harm our business. The price of electricity from traditional utilities could decrease as a result of:

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construction of a significant number of new power generation plants, including plants utilizing natural gas, nuclear, coal, renewable energy or other generation technologies;

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relief of transmission constraints that enable local centers to generate less expensively;

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reductions in the price of natural gas;

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utility rate adjustment and customer cost reallocation;

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energy conservation technologies and public initiatives to reduce electricity consumption;

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development of new or lower-cost energy storage technologies that have the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times;

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development of new energy generation technologies that provide less expensive energy; or

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low time of use rate for charging electric vehicles at night when grid loads are low.

A reduction in utility electricity prices would make the purchase or the lease of our DE2 systems less economically attractive. If the retail price of energy available from traditional utilities were to decrease due to any of these reasons, or other reasons, we would be at a competitive disadvantage, we may be unable to attract new customers and our growth would be limited.

The production and installation of electrification and decarbonization systems depends heavily on suitable meteorological and environmental conditions. If meteorological or environmental conditions are unexpectedly unfavorable, the electricity production and overall savings from our DE2 Services may be below consumer expectations, and our ability to timely deploy new DE2 Systems may be adversely impacted.

The energy produced and savings generated by DE2 Systems depend on suitable solar and weather conditions, both of which are beyond our control. Furthermore, components of our DE2 Systems, such as panels and inverters, could be damaged by severe weather or natural catastrophes, such as hailstorms, tornadoes, fires, or earthquakes. Sustained unfavorable weather or environmental conditions also could unexpectedly delay the installation of our DE2 Systems, leading to increased expenses and decreased revenue in the relevant periods. Extreme weather conditions, as well as the natural catastrophes that could result from such conditions, can severely impact our operations by delaying the installation of our DE2 Systems, lowering sales, and causing a decrease in the savings from our DE2 Systems due to smoke or haze. Weather patterns could change, making it harder to predict the average annual amount of sunlight striking each location where our solar energy systems are installed. This could make our DE2 Service offerings less economical overall or make individual systems less economical. Any of these events or conditions could harm our business, financial condition, and results of operations.

Climate change may have long-term impacts on our business, our industry, and the global economy.

Climate change poses a systemic threat to the global economy and will continue to do so until our society transitions to renewable energy and decarbonizes. While our core business model seeks to accelerate this transition to renewable energy, there are inherent climate-related risks to our business operations. Warming temperatures throughout the United States have contributed to extreme weather, intense drought, and increased wildfire risks. These events have the potential to disrupt our business, our third-party suppliers, and our customers, and may cause us to incur additional operational costs. For instance, natural

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disasters and extreme weather events associated with climate change can impact our operations by delaying the installation of our systems, leading to increased expenses and decreased revenue and cash flows in the period. They can also cause a decrease in the output from our systems due to smoke or haze. Additionally, if weather patterns significantly shift due to climate change, it may be harder to predict the average annual amount of sunlight striking each location where our solar energy systems are installed. This could make our solar service offerings less economical overall or make individual systems less economical.

We seek to mitigate these climate-related risks not only through our core business model and sustainability initiatives, but also by working with organizations who are also focused on mitigating their own climate-related risks.

Risks related to ConnectM’s Technology, Intellectual Property and Infrastructure

ConnectM expects to incur research and development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to ConnectM.

ConnectM’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. ConnectM plans to incur research and development costs in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products. ConnectM continued to incur research and development expenses during the fiscal years ended December 31, 2023 and 2022, which are likely to grow in the future. Further, ConnectM’s research and development program may not produce successful results, and its new products may not achieve market acceptance, create additional revenue or become profitable.

ConnectM may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.

From time to time, the holders of intellectual property rights may assert their rights and urge ConnectM to enter into licenses, and/or may bring suits alleging infringement, misappropriation or other violation of such rights. There can be no assurance that ConnectM will be able to mitigate the risk of potential suits or other legal demands by competitors or other third-parties. Accordingly, ConnectM may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase ConnectM’s operating expenses. In addition, if ConnectM is determined to have or believes there is a high likelihood that it has infringed upon, misappropriated or otherwise violated a third-party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative branding. In addition, to the extent that ConnectM’s customers and business partners become the subject of any allegation or claim regarding the infringement, misappropriation or other violation of intellectual property rights related to ConnectM’s products and services, ConnectM may be required to indemnify such customers and business partners. If ConnectM were required to take one or more such actions, its business, prospects, operating results and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

ConnectM’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

ConnectM’s success depends, at least in part, on ConnectM’s ability to obtain, maintain, enforce and protect its core technology and intellectual property. To accomplish this, ConnectM relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, its technology. Despite ConnectM’s efforts to obtain, maintain, enforce and protect intellectual property rights, there can be no assurance that these steps will be available in all cases or will be adequate to prevent ConnectM’s competitors or other third-parties from copying,

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reverse engineering, or otherwise obtaining and using its technology or products or seeking court declarations that they do not infringe, misappropriate or otherwise violate its intellectual property. Failure to adequately protect its technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of ConnectM’s competitive advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and operating results.

The measures ConnectM takes to protect its technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

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any patent applications ConnectM submits may not result in the issuance of patents;

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the scope of issued patents may not be broad enough to protect its inventions and proprietary rights;

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any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities;

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ConnectM may not be the first inventor of the subject matter to which it has filed a particular patent application, and it may not be the first party to file such a patent application;

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Patents have a finite term, and competitors and other third-parties may offer identical or similar products after the expiration of ConnectM’s patents that cover such products;

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the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;

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current and future competitors may circumvent patents or independently develop similar trade secrets or works of authorship, such as software;

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know-how and other proprietary information ConnectM purports to hold as a trade secret may not qualify as a trade secret under applicable laws;

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ConnectM’s employees, contractors or business partners may breach their confidentiality, non-disclosure, and non-use obligations; and

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proprietary designs and technology embodied in ConnectM’s products may be discoverable by third-parties through means that do not constitute violations of applicable laws.

Patent, trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of ConnectM’s intellectual property in foreign jurisdictions may be difficult or impossible. Therefore, ConnectM’s intellectual property rights may not be as strong or as easily enforced outside of the United States.

It is ConnectM’s policy to enter into confidentiality and invention assignment agreements with its employees and contractors that have developed material intellectual property for ConnectM, but these agreements may not be self-executing and may not otherwise adequately protect ConnectM’s intellectual property, particularly with respect to conflicts of ownership relating to work product generated by employees and contractors. Furthermore, ConnectM cannot be certain that these agreements will not be breached, and that third-parties will not gain access to its trade secrets, know-how and other proprietary technology. Third-parties may also independently develop the same or substantially similar proprietary technology. Monitoring unauthorized use of ConnectM’s intellectual property is difficult and costly, as are the steps ConnectM has taken or will take to prevent misappropriation.

To prevent unauthorized use of ConnectM’s intellectual property, it may be necessary to prosecute actions for infringement, misappropriation or other violation of ConnectM’s intellectual property against third-parties. Any such action could result in significant costs and diversion of ConnectM’s resources and management’s attention, and there can be no assurance that ConnectM will be successful in any such action. Furthermore, many of ConnectM’s current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than ConnectM does. Accordingly, despite its efforts, ConnectM may not be able to prevent third-parties from infringing, misappropriating or otherwise violating its intellectual property. Any of the foregoing may adversely affect ConnectM’s revenues or results of operations.

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ConnectM’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers, and/or expose it to product liability and other claims that could materially and adversely affect its business.

ConnectM may be subject to claims that DE2 products have malfunctioned and persons were injured or purported to be injured. Any insurance that ConnectM carries may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. In addition, ConnectM’s customers could be subjected to claims as a result of such incidents and may bring legal claims against ConnectM to attempt to hold it liable. Any of these events could adversely affect ConnectM’s brand, relationships with customers, operating results or financial condition.

Across ConnectM’s product line, ConnectM develops equipment solutions based on preferred second source or common off-the-shelf vendors. However, due to its designs, ConnectM does rely on some single source vendors, the unavailability or failure of which can pose risks to supply chain or product shipping situations.

Furthermore, ConnectM’s software platform is complex, developed for over a decade by many developers, and includes a number of licensed third-party commercial and open-source software libraries. ConnectM’s software has contained defects and errors and may in the future contain undetected defects or errors. ConnectM is continuing to evolve the features and functionality of its platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if ConnectM’s products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect ConnectM’s business and results of its operations:

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expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

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loss of existing or potential customers or partners;

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interruptions or delays in sales;

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delayed or lost revenue;

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delay or failure to attain market acceptance;

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delay in the development or release of new functionality or improvements;

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negative publicity and reputational harm;

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sales credits or refunds;

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exposure of confidential or proprietary information;

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diversion of development and customer service resources;

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breach of warranty claims;

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legal claims under applicable laws, rules and regulations; and

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an increase in collection cycles for accounts receivable or the expense and risk of litigation.

Although ConnectM has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of its agreements with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect it from claims by customers, resellers, business partners or other third-parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on ConnectM’s business, operating results and financial condition. In addition, even claims that

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ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.

Some of ConnectM’s products contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business.

ConnectM uses open-source software in its products and anticipates using open-source software in the future. Some open-source software licenses require those who distribute open-source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open-source code on unfavorable terms or at no cost, and ConnectM may be subject to such terms. The terms of many open-source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on ConnectM’s ability to provide or distribute ConnectM’s products or services.

In addition, ConnectM relies on some open-source software and libraries issued under the General Public License (or similar “copyleft” licenses) for development of its products and may continue to rely on similar copyleft licenses. Third-parties may assert a copyright claim against ConnectM regarding its use of such software or libraries, which could lead to a limitation of ConnectM’s use of such software or libraries. Use of such software or libraries may also force ConnectM to provide third-parties, at no cost, the source code to its proprietary software, which may decrease revenue and lessen any competitive advantage ConnectM has due to the secrecy of its source code.

ConnectM could face claims from third-parties claiming ownership of, or demanding release of, the open-source software or derivative works that ConnectM developed using such software, which could include ConnectM’s proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation and could require ConnectM to make its software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until ConnectM can re-engineer them to avoid infringement, which may be a costly and time-consuming process, and ConnectM be able to complete the re-engineering process successfully.

Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open-source software, and ConnectM cannot ensure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, have an adverse effect on ConnectM’s business and results.

We may also face claims alleging noncompliance with open source license terms or infringement or misappropriation of proprietary software. These claims could result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations. In addition, if the license terms for open source software that we use change, we may be forced to re-engineer our solutions, incur additional costs or discontinue the use of these solutions if re-engineering cannot be accomplished on a timely basis. Although we monitor our use of open source software to avoid subjecting our offerings to unintended conditions, few courts have interpreted open source licenses, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to use our proprietary software. We cannot guarantee that we have incorporated or will incorporate open source software in our software in a manner that will not subject us to liability or in a manner that is consistent with our current policies and procedures.

Interruptions, delays in service or inability to increase capacity, including internationally, at third-party data center facilities could impair the use or functionality of ConnectM’s subscription services, harm its business and subject it to liability.

ConnectM currently serves customers from third-party data center facilities operated by Amazon Web Services (“AWS”) located in the United States. Any outage or failure of such data centers could negatively

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affect ConnectM’s product connectivity and performance. Furthermore, ConnectM depends on connectivity from its edge to its data centers through cellular service providers, such as AT&T. Any incident affecting a data center facility’s or a cellular service provider’s infrastructure or operations, whether caused by fire, flood, severe storm, earthquake, or other natural disasters, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of ConnectM’s services.

Any damage to, or failure of, ConnectM’s systems, or those of its third-party providers, could interrupt or hinder the use or functionality of its services. Impairment of or interruptions in ConnectM’s services may reduce revenue, subject it to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and its ability to attract new customers. ConnectM’s business will also be harmed if customers and potential customers believe its products and services are unreliable.

Risks Related to Customers

ConnectM may be unable to leverage customer data in all geographic locations of service hubs, and this limitation may impact research and development operations.

ConnectM relies on data collected through charging stations or its mobile application, including usage data and geolocation data. ConnectM uses this data in connection with the research, development and analysis of its technologies. ConnectM’s inability to obtain necessary rights to use this data or freely transfer this data out could result in delays or otherwise negatively impact ConnectM’s research and development efforts.

ConnectM’s ability to maintain customer satisfaction depends in part on the quality of ConnectM’s customer support. Failure to maintain high-quality customer support could adversely affect ConnectM’s reputation, business, results of operation, and financial condition.

ConnectM provides direct customer support and also relies on channel partners in order to provide frontline support to some of its customers, including with respect to commissioning, maintenance, component part replacements and repairs of charging stations. If ConnectM’s channel partners do not provide support to the satisfaction of ConnectM’s customers, ConnectM may be required to hire additional personnel and to invest in additional resources in order to provide an adequate level of support, generally at a higher cost than that associated with its channel partners, which may increase ConnectM’s costs and expenses and adversely affect ConnectM’s gross margins. There can be no assurance that ConnectM will be able to hire sufficient support personnel as and when needed. To the extent that ConnectM is unsuccessful in hiring, training, and retaining adequate support personnel, its ability to provide high-quality and timely support to its customers will be negatively impacted and its customers’ satisfaction with its Cloud Services and DE2 Systems could be adversely affected. Any failure to maintain high-quality customer support, or a market perception that ConnectM does not maintain high-quality customer support, could adversely affect ConnectM’s reputation, business, results of operations, and financial condition, particularly with respect to its fleet customers.

ConnectM’s business will depend on customers renewing their services subscriptions. If customers do not continue to use its subscription offerings or if they fail to add more DE2 Services, its business and operating results will be adversely affected.

In addition to selling solar and battery energy systems, ConnectM also depends on customers continuing to subscribe to its heat pump, controlled cooling and extended warranty coverages. Therefore, it is important that customers renew their subscriptions when the contract term expires and add additional decarbonization and energy efficiency services to their subscriptions. Customers may decide not to renew their subscriptions with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations or level of functionality. Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the charging stations, prices, features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.

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If customers do not renew their subscriptions, if they renew on less favorable terms or if they fail to add products or services, ConnectM’s business and operating results will be adversely affected.

Changes in subscriptions or pricing models may not be reflected in near-term operating results.

ConnectM generally recognizes subscription revenue from customers ratably over the terms of their contracts. As a result, most of the subscription revenue reported in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any single quarter will likely have only a small impact on revenue for that quarter. However, such a decline will negatively affect revenue in future quarters. In addition, the severity and duration of events may not be predictable, and their effects could extend beyond a single quarter. Accordingly, the effect of significant downturns in sales and market acceptance of subscription services, and potential changes in pricing policies or rate of renewals, may not be fully apparent until future periods.

Risks Related to Finance, Tax and Accounting

Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect ConnectM’s business and future profitability.

ConnectM is a U.S. corporation and thus subject to U.S. corporate income tax. Moreover, the majority of ConnectM’s operations and customers are located in the United States, and as a result, ConnectM is subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on ConnectM’s business and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to ConnectM.

For example, on December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”), was signed into law making significant changes to the Code, and certain provisions of the Tax Act may adversely affect ConnectM. In particular, sweeping changes were made to the U.S. taxation of foreign operations. Changes include, but are not limited to, a permanent reduction to the corporate income tax rate, limiting interest deductions, a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017, the elimination of carrybacks of net operating losses, adopting elements of a territorial tax system, assessing a repatriation tax or “toll-charge” on undistributed earnings and profits of U.S.-owned foreign corporations, and introducing certain anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and anti-abuse tax. The Tax Act could be subject to potential amendments and technical corrections and is subject to interpretations and implementing regulations by the U.S. Treasury and Internal Revenue Service (“IRS”), any of which could mitigate or increase certain adverse effects of the legislation. In addition, the Tax Act may impact taxation in other jurisdictions, including with respect to state income taxes as state legislatures respond to the Tax Act. Additionally, other foreign governing bodies have and may enact changes to their tax laws in reaction to the Tax Act that could result in changes to ConnectM’s global tax position and materially adversely affect its business and future profitability.

As a result of ConnectM’s plans to expand operations, including to jurisdictions in which the tax laws may not be favorable, ConnectM’s tax rate may fluctuate, ConnectM’s tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or ConnectM may be subject to future changes in tax law, the impacts of which could adversely affect ConnectM’s after-tax profitability and financial results.

Because ConnectM does not have a long history of operating at its present scale and it has significant expansion plans, ConnectM’s effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. generally accepted accounting principles (“GAAP”), changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect ConnectM’s future effective tax rates include but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) ConnectM’s operating results before taxes.

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Additionally, ConnectM’s operations are subject to significant income, withholding and other tax obligations in the United States and may become subject to taxes in numerous additional state, local and non-U.S. jurisdictions with respect to its income, operations and subsidiaries related to those jurisdictions. ConnectM’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce ConnectM’s tax liabilities, (b) changes in the valuation of ConnectM’s deferred tax assets and liabilities, (c) expected timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes in the relative amount of ConnectM’s earnings subject to tax in the various jurisdictions in which ConnectM operates or has subsidiaries, (f) the potential expansion of ConnectM’s business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to ConnectM’s existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of ConnectM’s intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) ConnectM’s ability to structure ConnectM’s operations in an efficient and competitive manner. Due to the complexity of multinational tax obligations and filings, ConnectM may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. Outcomes from these audits or examinations could have an adverse effect on ConnectM’s after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with ConnectM’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If ConnectM does not prevail in any such disagreements, its profitability may be affected.

ConnectM’s after-tax profitability and financial results may also be adversely impacted by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect. For example, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting recently entered into force among the jurisdictions that have ratified it, although the United States has not yet entered into this convention. These recent changes could negatively impact ConnectM’s taxation, especially as ConnectM expands its relationships and operations internationally.

The ability of ConnectM to utilize net operating loss and tax credit carryforwards is conditioned upon ConnectM attaining profitability and generating taxable income. ConnectM has incurred significant net losses since inception and it is anticipated that ConnectM will continue to incur significant losses. Additionally, ConnectM’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited.

ConnectM had $20,000,792 of U.S. federal net operating loss carryforwards available to reduce future taxable income as of December 31, 2023. U.S. Federal net operating losses occurring after December 31, 2017, of approximately $18,703,617 may be carried forward indefinitely. The U.S. Federal net operating loss carryforwards begin to expire in 2026.

In addition, net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in ownership by “5% stockholders” that exceeds 50 percentage points over a rolling three-year period. Future changes in ConnectM’s stock ownership, which are outside of ConnectM’s control, may trigger ownership changes. Similar provisions of state tax law may also apply to limit ConnectM’s use of accumulated state tax attributes. As a result, even if ConnectM earns net taxable income in the future, its ability to use its pre-change net operating loss carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to ConnectM.

ConnectM’s reported financial results may be negatively impacted by changes in GAAP.

GAAP is subject to interpretation by the Financial Accounting Standards Board’s Accounting Standards Codification, the SEC and various bodies formed to promulgate and interpret appropriate

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accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.

ConnectM incurs significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

ConnectM’s faces increased legal, accounting, administrative and other costs and expenses as a public company that it did not incur as a private company. Sarbanes-Oxley, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Act and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements increases costs and make certain activities more time-consuming. A number of those requirements require it to carry out activities ConnectM has not done previously and additional expenses associated with SEC reporting requirements will continue to be incurred. Furthermore, if any issues in complying with those requirements are identified, ConnectM may be subject to additional costs and expenses to come into compliance (see also “Financial, Tax and Accounting-Related Risks — Risks Related to Finance, Tax and Accounting — ConnectM has identified material weaknesses in its internal control over financial reporting. If ConnectM identifies a material weakness in the future or otherwise fails to maintain an effective internal control over financial reporting, this may result in material misstatements of ConnectM’s consolidated financial statements or cause ConnectM to fail to meet its periodic reporting obligations,” for more detail). ConnectM could incur additional costs to rectify these new issues, and the existence of these issues could adversely affect its reputation or investor perceptions. In addition, as a public company, ConnectM maintains director and officer liability insurance, for which it must pay substantial premiums. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. Advocacy efforts by stockholders and third-parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Our business currently depends on the availability of utility rebates, tax credits and other benefits, tax exemptions and exclusions, and other financial incentives. We may be adversely affected by changes in U.S. tax laws, and the expiration, elimination or reduction of these benefits could adversely impact our business.

Our business depends on government policies that promote and support solar energy and enhance the economic viability of owning solar energy systems. U.S. federal, state and local governmental bodies provide incentives to owners, distributors, installers and manufacturers of solar energy systems to promote solar energy. The Inflation Reduction Act (IRA) directs nearly $400 billion in federal funding to clean energy, with the goal of substantially lowering the U.S.’ carbon emissions by the end of this decade. The funds will be delivered through a mix of tax incentives, grants, and loan guarantees. Clean electricity and transmission command the biggest slice, followed by clean transportation, including EV incentives. Approximately $43 billion in IRA tax credits as consumer incentives, aim to lower emissions by making EVs, energy-efficient appliances, rooftop solar panels, geothermal heating, and home batteries more affordable. Starting in 2023, qualifying EVs will be eligible for a tax credit of up to $7,500 and $4,000 for new and used vehicles, respectively. The IRA extended the energy-efficient home improvement credit through 2032. There is also a tax credit for nonbusiness (residential) energy property expenditures which increases the rate of the credit to 30% and allows an annual $1,200 limitation of the credit amount in lieu of a lifetime limitation. The act also allows an annual $2,000 credit for geothermal heat pumps and biomass stoves and increases the credit for windows and doors. These policies are effective through 2032 and provide strong tail winds for decarbonization and electrification of residential homes in the U.S.

We may be required to record an impairment expense on our goodwill or intangible assets.

We are required under generally accepted accounting principles to test goodwill for impairment at least annually or when events or changes in circumstances indicate that the carrying amount may be impaired, and to review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that can lead to impairment of goodwill and intangible assets include significant adverse changes in the business climate and actual or projected operating results,

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declines in the financial condition of our business and sustained decrease in our stock price. During the year ended December 31, 2023, the Company recognized goodwill impairment of $157,103 and an impairment of our intangible assets of $24,750. Furthermore, during the year ended December 31, 2022, the Company recognized goodwill impairment of $490,736 and an impairment of our intangible assets of $98,563. Since our annual impairment test of goodwill for the fiscal year ended December 31, 2023, we have not identified any qualitative factors that would require a quantitative goodwill impairment analysis. However, if we identify any factors that could indicate an impairment, including a sustained decrease in our stock price, we may be required to record charges to earnings if our goodwill becomes impaired. Additionally, since December 31, 2023, the Company has not identified any triggering events that would indicate that its intangible assets are impaired. However, if we identify any factors that could indicate an impairment, we may be required to record charges to earnings if any of our intangible assets become impaired.

Risks Related to Legal Matters, Regulations, and Policy

Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect ConnectM’s business.

ConnectM relies on data collected through charging stations or its mobile application, including usage data and geolocation data. ConnectM uses this data in connection with the research, development and analysis of its technologies. Accordingly, ConnectM may be subject to or affected by a number of federal, state, local and international laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security and govern its collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of ConnectM’s employees, customers and other third-parties with whom ConnectM conducts business. National and local governments and agencies in the countries in which ConnectM operates and in which its customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing and disclosure of information regarding consumers and other individuals, which could impact its ability to offer services in certain jurisdictions. Laws and regulations relating to the collection, use, storage, disclosure, security and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction. The costs of compliance with, and other burdens imposed by, laws, regulations, standards and other obligations relating to privacy, data protection and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards and other obligations may limit the use and adoption of ConnectM’s solutions, reduce overall demand, lead to regulatory investigations, litigation and significant fines, penalties or liabilities for actual or alleged noncompliance, or slow the pace at which it closes sales transactions, any of which could harm its business. Moreover, if ConnectM or any of its employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may damage its reputation and brand.

Additionally, existing laws, regulations, standards and other obligations may be interpreted in new and differing manners in the future, and may be inconsistent among jurisdictions. Future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure and transfer for ConnectM and its customers.

The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection and information security that are applicable to the businesses of customers may adversely affect ability and willingness to process, handle, store, use and transmit certain types of information, such as demographic and other personal information. If ConnectM or its customers are unable to transfer data between and among countries and regions in which it operates, it could decrease demand for its products and services or require it to modify or restrict some of its products or services.

In addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may establish various new, additional or different self-regulatory standards that may place additional burdens on technology companies. Customers may expect that ConnectM will meet

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voluntary certifications or adhere to other standards established by them or third-parties. If ConnectM is unable to maintain these certifications or meet these standards, it could reduce demand for its solutions and adversely affect its business.

Failure to comply with anticorruption and anti-money laundering laws and similar laws associated with activities outside of the United States, could subject ConnectM to penalties and other adverse consequences.

ConnectM is subject to various employment-related laws in the jurisdictions in which its employees are based. It faces risks if it fails to comply with applicable U.S. federal or state wage laws, or wage laws applicable to its employees outside of the United States. Any violation of applicable wage laws or other labor-or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations and damages or penalties which could have a materially adverse effect on ConnectM’s reputation, business, operating results and prospects. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs and other professional fees.

Failure to comply with laws relating to employment could subject ConnectM to penalties and other adverse consequences.

Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact ConnectM’s financial results or results of operations.

ConnectM and its operations, as well as those of ConnectM’s contractors, suppliers and customers, are subject to certain environmental laws and regulations, including laws related to the use, handling, storage, transportation and disposal of hazardous substances and wastes as well as electronic wastes and hardware, whether hazardous or not. These laws may require ConnectM or others in ConnectM’s value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on ConnectM’s operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for ConnectM’s operations or on a timeline that meets ConnectM’s commercial obligations, it may adversely impact ConnectM’s business.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub-national and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on ConnectM’s business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste or batteries, could cause additional expenditures, restrictions and delays in connection with ConnectM’s operations as well as other future projects, the extent of which cannot be predicted.

Further, ConnectM currently relies on third-parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes. Any failure to properly handle or dispose of such wastes, regardless of whether such failure is ConnectM’s or its contractors, may result in liability under environmental laws, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to

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human health and damages to natural resources. Additionally, ConnectM may not be able to secure contracts with third-parties to continue their key supply chain and disposal services for ConnectM’s business, which may result in increased costs for compliance with environmental laws and regulations.

Actual and potential claims, lawsuits and proceedings could ultimately reduce our profitability and liquidity and weaken our financial condition.

We could be named as a defendant in legal proceedings that claim damages in connection with the operation of our business. Most of the actions against us arise out of the normal course of our performing services or manufacturing equipment. From time to time, we may be a plaintiff in legal proceedings against customers in which we seek to recover payment of contractual amounts due to us, as well as claims for increased costs incurred by us. When appropriate, we establish estimated provisions against certain legal exposures, and we adjust such provisions from time to time according to ongoing developments related to each exposure, as well as any potential recovery from our insurance, if applicable. If, in the future, our assumptions and estimates related to such exposures prove to be inadequate or wrong, or our insurance coverage is insufficient, our business and results of operations could be adversely affected. In addition, claims, lawsuits and proceedings may harm our reputation or divert management resources away from operating our business. Losses arising from such events may or may not be fully covered by our various insurance policies or may be subject to deductibles or exceed coverage limits.

Misconduct by our employees, subcontractors or partners or our overall failure to comply with laws or regulations could harm our reputation, damage our relationships with customers, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one or more of our employees, directors, executive officers, subcontractors or partners could have a significant negative impact on our business and reputation. Examples of such misconduct include employee or subcontractor theft, personal misconduct and failure to comply with safety standards, including regulatory, company or site-specific COVID-19 safety protocols, laws and regulations, customer requirements, environmental laws and any other applicable laws or regulations. While we take precautions to prevent and detect these activities, such precautions may not be effective and are subject to inherent limitations, including human error and fraud. Our failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines and penalties, harm our reputation, lead to loss of the services of employees or members of management, damage our relationships with customers, reduce our revenue and profits and subject us to criminal and civil enforcement actions.

We have subsidiary operations through the United States and are exposed to multiple state and local regulations, as well as federal laws and requirements applicable to government contractors. Changes in law, regulations or requirements, or a material failure of any of our subsidiaries or us to comply with any of them, could increase our costs and have other negative impacts on our business.

Our six locations are located in three states, which exposes us to a variety of different state and local laws and regulations, particularly those pertaining to contractor licensing requirements. These laws and regulations govern many aspects of our business, and there are often different standards and requirements in different locations. In addition, our subsidiaries that perform work for federal government entities are subject to additional federal laws and regulatory and contractual requirements. Changes in any of these laws, or any of our subsidiaries’ material failure to comply with them, can adversely impact our operations by, among other things, increasing costs, distracting management’s time and attention from other items, and harming our reputation.

Past and future environmental, safety and health regulations could impose significant additional costs on us that could reduce our profits.

DE2 systems are subject to various environmental statutes and regulations, including the Clean Air Act and those regulating the production, servicing and disposal of certain ozone-depleting refrigerants used in DE2 systems. There can be no assurance that the regulatory environment in which we operate will not change significantly in the future. Various local, state and federal laws and regulations impose licensing standards

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on technicians who install and service DE2 systems. Additional laws, regulations and standards apply to contractors who perform work that is being funded by public money, particularly federal public funding. Our failure to comply with these laws and regulations could subject us to substantial fines, the loss of our licenses or potentially debarment from future publicly funded work. It is impossible to predict the full nature and effect of judicial, legislative or regulatory developments relating to health and safety regulations and environmental protection regulations applicable to our operations. Additionally, industries in which our customers or potential customers operate may be affected by new or changing environmental, safety, health or other regulatory requirements, leading to decreased demand for our services and potentially impacting our business, financial condition, results of operations, cash flows and ability to grow.

Unsatisfactory safety performance may subject us to penalties, affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover.

Our projects are conducted at a variety of sites including construction sites and industrial facilities. Each location is subject to numerous safety risks, including electrocutions, fires, explosions, mechanical failures, weather-related incidents, transportation accidents, damage to equipment and, with respect to indoor sites, an increased risk of COVID-19 outbreaks. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment and other consequential damages and could lead to suspension of operations, large damage claims and, in extreme cases, criminal liability. While we have taken what we believe are appropriate precautions to minimize safety risks, we have experienced serious accidents, including fatalities, in the past and may experience additional accidents in the future. Serious accidents may subject us to penalties, civil litigation or criminal prosecution. Claims for damages to property or persons, including claims for bodily injury or loss of life, could result in significant costs and liabilities, which could adversely affect our financial condition and results of operations. Poor safety performance could also jeopardize our relationships with our customers, negatively impact employee morale and harm our reputation.

Changes in United States trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.

As a result of policy changes or shifting proposals by the U.S. government, there may be greater restrictions and economic disincentives on international trade. For example, the U.S. government has pursued a new approach to trade policy, including renegotiating or terminating certain existing bilateral or multi-lateral trade agreements. It has also imposed tariffs on certain foreign goods and has raised the possibility of imposing significant, additional tariff increases or expanding the tariffs to capture other types of goods. These tariffs and other changes in U.S. trade policy have in the past and could continue to trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. We, our suppliers and our customers import certain raw materials, components and other products from foreign suppliers. As such, the adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the United States economy, which in turn could have an adverse effect on our business, financial condition and results of operations.

Tax matters, including changes in corporate tax laws and disagreements with taxing authorities, could impact our results of operations and financial condition.

We conduct business across the United States and file income taxes in various tax jurisdictions. Our effective tax rates could be affected by many factors, some of which are outside of our control, including changes in tax laws and regulations in the various tax jurisdictions in which we file income taxes. For instance, the Tax Cuts and Jobs Act was enacted into law in December 2017. While certain portions of the Tax Cuts and Jobs Act seem to have had a positive impact on the ConnectM’s results of operations, the overall impact of the Tax Cuts and Jobs Act is uncertain and our business and financial condition could be adversely affected. Furthermore, to the extent that certain of our customers are negatively affected by the Tax Cuts and Jobs Act and/or any uncertainty around its implementation or enforcement, they may reduce spending and defer, delay or cancel projects or contracts. Reduced government revenue resulting from changes to tax law may also lead to reduced government spending, which may negatively impact our government

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contracting business. It is also unknown if and to what extent various states will conform to the changes enacted by the Tax Cuts and Jobs Act.

Issues relating to tax audits or examinations and any related interest or penalties and uncertainty in obtaining deductions or credits claimed in various jurisdictions could also impact our effective tax rates. Our results of operations are reported based on our determination of the amount of taxes we owe in various tax jurisdictions. Significant judgment is required in determining our provision for income taxes and our determination of tax liability is always subject to review or examination by tax authorities in applicable tax jurisdictions. An adverse outcome of such a review of examination could adversely affect our operating results and financial condition. Further, the results of tax examinations and audits could have a negative impact on our financial results and cash flows where the results differ from the liabilities recorded in our financial statements.

Some of our customers may choose to size their systems to take advantage of net metering offered in their states, and changes to those policies may significantly reduce demand for our solar service offerings.

Per the Solar Energy Industries Association (SEIA), net metering, in its simplest terms, “is a billing mechanism that credits solar energy system owners for the electricity they add to the grid.” As of May 9, 2024, a substantial majority of states have adopted net metering policies. Electricity that is generated by a solar energy system and consumed on-site avoids a retail energy purchase from the applicable utility, and excess electricity that is exported back to the electric grid generates a retail credit within a homeowner’s monthly billing period. At the end of the monthly billing period, if the homeowner has generated excess electricity within that month, the homeowner typically carries forward a credit for any excess electricity to be offset against future utility energy purchases. At the end of an annual billing period or calendar year, utilities either continue to carry forward a credit, or reconcile the homeowner’s final annual or calendar year bill using different rates (including zero credit) for the exported electricity.

In Massachusetts, customers of a regulated electric company (Eversource, National Grid, or Unitil), may net meter. On August 11, 2022, Massachusetts Governor Charlie Baker signed H5060, An Act Driving Clean Energy and Offshore Wind, into law. This wide-sweeping climate legislation relaxes the net-metering cap for residential solar projects up to 25 kilowatts. Under this law, residential solar projects up to 25 kilowatts are eligible for the state’s net metering program, which is double the size of the previous limit.

With a net metering capability, our customers can sell their excess solar output to the grid on a mutually agreed plan. Because of the mismatch in the peak of solar production and peak load on the grid, the value of net metering will depend on the utility. Changes in state regulations for net metering could reduce the demand for our solar service offerings.

Electric utility statutes and regulations and changes to such statutes or regulations may present technical, regulatory and economic barriers to the purchase and use of our solar service offerings that may significantly reduce demand for such offerings.

Federal, state and local government statutes and regulations concerning electricity heavily influence the market for our solar service offerings and are constantly evolving. These statutes, regulations, and administrative rulings relate to electricity pricing, net metering, consumer protection, incentives, taxation, competition with utilities and the interconnection of homeowner-owned and third party-owned solar energy systems to the electrical grid. These statutes and regulations are constantly evolving. Governments, often acting through state utility or public service commissions, change and adopt different rates for residential customers on a regular basis and these changes can have a negative impact on our ability to deliver savings, or energy bill management, to customers.

In addition, many utilities, their trade associations, and fossil fuel interests in the country, which have significantly greater economic, technical, operational, and political resources than the residential solar industry, are currently challenging solar-related policies to reduce the competitiveness of residential solar energy. Any adverse changes in solar-related policies could have a negative impact on our business and prospects.

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We are not currently regulated as a utility under applicable laws, but we may be subject to regulation as a utility in the future or become subject to new federal and state regulations for any additional electrification and decarbonization solution offerings we may introduce in the future.

Most federal, state, and municipal laws do not currently regulate us as a utility. As a result, we are not subject to the various regulatory requirements applicable to U.S. utilities. However, any federal, state, local or other applicable regulations could place significant restrictions on our ability to operate our business and execute our business plan by prohibiting or otherwise restricting our sale of electricity. These regulatory requirements could include restricting our sale of electricity, as well as regulating the price of our electrification and decarbonization solution offerings. For example, the New York Public Service Commission and the Illinois Power Agency have issued orders regulating distributed energy providers in certain ways as if they were energy service companies, which increases the regulatory compliance burden for us in such states. If we become subject to the same regulatory authorities as utilities in other states or if new regulatory bodies are established to oversee our business, our operating costs could materially increase.

Interconnection limits or circuit-level caps imposed by regulators may significantly reduce DE2 customers ability to sell electricity from our solar service offerings in certain markets or slow interconnections, harming our growth rate and customer satisfaction scores.

Interconnection rules establish the circumstances in which rooftop solar will be connected to the electricity grid. Interconnection limits or circuit-level caps imposed by regulators may curb our growth in key markets. Utilities throughout the country have different rules and regulations regarding interconnection and some utilities cap or limit the amount of solar energy that can be interconnected to the grid.

Interconnection regulations are based on claims from utilities regarding the amount of solar energy that can be connected to the grid without causing grid reliability issues or requiring significant grid upgrades. Interconnection limits could slow our future installations in various markets, harming our growth rate. These regulations may hamper our ability to sell our DE2 Solutions in certain markets and increase our costs, adversely affecting our business, operating results, financial condition, and prospects.

Risks Relating to Projections

We may not successfully implement our business model.

Our business model is predicated on our ability to provide solar systems at a profit, and through organic growth, geographic expansion, and strategic acquisitions. We intend to continue to operate as we have previously with sourcing and marketing methods that we have used successfully in the past. However, we cannot assure that our methods will continue to attract new customers in the very competitive home electrification and solar systems marketplaces. In the event our customers resist paying the prices projected in our business plan to purchase home electrification capabilities and solar installations, our business, financial condition, and results of operations will be materially and adversely affected.

Certain estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

From time to time, ConnectM makes statements with estimates of the addressable market for its solutions and the EV market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the current COVID-19 pandemic. The estimates and forecasts relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasts, our business could fail to grow at similar rates.

ConnectM’s projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations, both inside and outside of the U.S. As a result, ConnectM’s projected revenues, market share, expenses and profitability may differ materially from our expectations.

ConnectM operates in a rapidly evolving and highly competitive industry and our projections are subject to the risks and assumptions made by management with respect to this industry. Operating results

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are difficult to forecast because they generally depend on our assessment of factors that are inherently beyond our control and impossible to predict with certainty, such as the timing of adoption of future legislation and regulations by different states. Furthermore, if we invest in the development of new products or distribution channels that do not achieve commercial success, whether because of competition or otherwise, we may not recover the often material “up front” costs of developing and marketing those products and distribution channels or recover the opportunity cost of diverting management and financial resources away from other products or distribution channels.

Additionally, our business may be affected by reductions in consumer spending as a result numerous factors, which may be difficult to predict. This may result in decreased revenue levels, and we may be unable to adopt timely measures to compensate for any shortcomings in revenue and/or operating profitability. This inability could cause our operating results in a given period to be higher or lower than budgeted.

Risks Relating to the Business Combination

Uncertainties about the business combination during the pre-closing period may cause third parties to delay or defer decisions concerning ConnectM or its subsidiaries or seek to change existing arrangements.

There may be uncertainty regarding whether the business combination will occur. This uncertainty may cause third parties to delay or defer decisions concerning ConnectM or its subsidiaries, which could negatively affect their business. Third parties may seek to change existing agreements with ConnectM or its subsidiaries or seek to change existing arrangements as a result of the business combination or other reasons.

Risks Related to Ownership of Our Securities

There is no limit as to the number of MCAC’s public stockholders that may exercise their redemption rights in connection with the Business Combination and the redemption of a substantial number of public shares may result in insufficient working capital following the Business Combination unless third-party financing is secured.

There is no maximum redemption limitation or “minimum cash” requirement set forth in the Merger Agreement, and, except with respect to 138,000 shares of Class A Common Stock held by EF Hutton who has agreed to waive its redemption rights, ConnectM cannot be certain how many of MCAC’s public stockholders will ultimately exercise their redemption rights in connection with the Business Combination. As such, the Business Combination is structured based on ConnectM’s expectations (and those of the other parties to the Merger Agreement) as to the number of shares that will be submitted for redemption.

If too many of MCAC’s stockholders elect to redeem their shares, ConnectM may not have sufficient working capital following the Business Combination and may need to seek additional third-party financing, whether in the form of debt or equity, in order to pay transactions expenses related to the Business Combination and fund its continued operations as currently contemplated. In such event, if adequate third-party financing is unavailable at all or on reasonable terms, the Combined Company may not be able to maintain the listing of its securities on Nasdaq or another national securities exchange for lack of liquidity and may not have sufficient cash and liquidity to finance its operations as currently contemplated following the Business Combination. In addition, if adequate third-party financing is unavailable, transaction expenses incurred in completing the Business Combination could exceed the Combined Company’s working capital requirements following the consummation of the Business Combination, and the Combined Company may need to substantially alter, or possibly even discontinue, its operations. In addition, the Combined Company’s ability to obtain third-party financing following consummation of the Business Combination is subject to certain restrictions set forth in the Forward Purchase Agreement, unless Meteora agrees to waive such restrictions.

Furthermore, raising any such additional financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

Concentration of ownership among existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

Immediately following the completion of the transactions contemplated by the Merger Agreement, our directors, executive officers and their affiliates as a group will beneficially own between approximately 9.19%

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and 10.93% (depending on the number of shares of MCAC Class A common stock redeemed) of the outstanding Class A common stock (without giving effect to exercise of the warrants). As a result, these stockholders are able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the certificate of incorporation and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

Risks Related to the Business Combination and Ownership of MCAC and then New ConnectM common stock.

ConnectM’s financial forecasts, which were provided to the Board and are included in this proxy statement/prospectus, may not prove accurate.

In connection with the transactions contemplated by the Merger Agreement, certain forecasted financial information for ConnectM was provided to the Board, which was internally prepared and provided by ConnectM, and adjusted by ConnectM and MCAC management and their representatives to take into consideration the consummation of the transactions contemplated by the Merger Agreement (assuming that no shares of MCAC Class A common stock are elected to be redeemed by the public stockholders), as well as certain adjustments that were appropriate in their judgment and experience. The forecasts were based on numerous variables and assumptions known to ConnectM and MCAC at the time of preparation. Such variables and assumptions are inherently uncertain and many are beyond the control of ConnectM or MCAC. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of ConnectM (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology and general business and economic conditions. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement/prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

ConnectM and MCAC have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by ConnectM if the business combination is not completed.

ConnectM and MCAC expect to incur significant costs associated with the business combination. ConnectM and MCAC expect to incur approximately $8.5 million in expenses. Certain of these expenses will be payable even if the business combination is not completed and will reduce the amount of cash available to be used for other corporate purposes by ConnectM and MCAC. As of the date hereof, MCAC has less than $1 million of cash held outside of the Trust Account that is available to pay such expenses. In addition, in the event that a significant number of MCAC’s public stockholders exercise their redemption rights in connection with the Business Combination, the Combined Company may not have sufficient cash to pay transaction expenses and may need to seek third-party financing, whether in the form of debt or equity. For more information, see the risk factor titled “There is no limit as the number of MCAC’s public stockholders that may exercise their redemption rights in connection with the Business Combination and the redemption of a substantial number of public shares may result in insufficient working capital following the Business Combination unless third-party financing is secured.”

Our ability to successfully effect the business combination and to be successful thereafter will be dependent upon the efforts of certain key personnel whom we expect to stay with the post-combination business following the business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.

Our ability to successfully effect the business combination is dependent upon the efforts of our key personnel. Although some key personnel may remain with the post- combination business in senior

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management or advisory positions following the business combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business.

ConnectM’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of ConnectM’s officers could have a material adverse effect on ConnectM’s business, financial condition, or operating results.

ConnectM and MCAC will be subject to business uncertainties and contractual restrictions while the business combination is pending.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on ConnectM and MCAC. These uncertainties may impair our or ConnectM’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or ConnectM’s business could be harmed.

There are risks to MCAC’s public stockholders related to becoming stockholders of ConnectM through the business combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter.

There are risks associated with ConnectM becoming publicly traded through a business combination with MCAC (a special purpose acquisition company) instead of through an underwritten public offering. Underwritten public offerings of securities are subject to a due diligence review of the issuer by the underwriters to satisfy duties under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. and the rules of the national securities exchange on which such securities will be listed. Additionally, underwriters conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering and undertake a due diligence review process in order to establish a due diligence defense against liability for claims under the federal securities laws. MCAC stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type typically performed by underwriters in a public securities offering. While MCAC has undertaken financial, legal and other due diligence, it is not necessarily the same review or analysis that would be undertaken by underwriters in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus. There could also be more volatility in the near-term trading of MCAC Class A common stock following the consummation of the business combination as compared to an underwritten public offering of its common stock, including as a result of the lack of a lock-up agreement between any underwriter and certain investors.

There is no guarantee that an active and liquid public market for shares of MCAC Class A common stock will develop following consummation of the business combination.

MCAC is currently a blank check company and there has not been a public market for shares of ConnectM common stock since it is a private company. A liquid trading market for MCAC (New ConnectM) Class A common stock following the consummation of the business combination may never develop or, if developed, may not be maintained.

In the absence of a liquid public trading market:

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you may not be able to liquidate your investment in shares of the New ConnectM common stock;

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you may not be able to resell your shares of New ConnectM common stock at or above the price attributed to them in the business combination;

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the market price of shares of the New ConnectM common stock may experience significant price volatility; and

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there may be less efficiency in carrying out your purchase and sale orders.

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Risks Related to Becoming a Public Company

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Exchange Act, which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, Sarbanes-Oxley, as well as rules subsequently adopted by the SEC and Nasdaq to implement provisions of Sarbanes-Oxley, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory “say on pay” voting requirements that will apply to us when we cease to be an emerging growth company. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline.

Pursuant to Section 404 of Sarbanes-Oxley, our management will be required to report upon the effectiveness of our internal control over financial reporting beginning with the annual report for our fiscal year ending December 31, 2024. When we lose our status as an “emerging growth company” and reach an accelerated filer threshold, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. To comply with the requirements of being a reporting company under the Exchange Act, we may need to upgrade our information technology systems; implement additional financial and management controls, reporting systems and procedures; and hire additional accounting and finance staff. If we or, if required, our auditors are unable to conclude that our internal control over financial reporting is effective, investors may lose confidence in our financial reporting and the trading price of our common stock may decline.

Errors were identified in the form of Warrant Agreement between the MCAC and Continental as filed with the Company’s registration statement on Form S-1 on April 22, 2022, and the Warrant Agreement, dated May 10, 2022, by and between MCAC and Continental, as filed with MCAC’s Current Report on Form 8-K filed with the SEC on May 16, 2022 (the “Warrant Agreement”). The Warrant Agreement as filed was incorrect and inconsistent with the terms of MCAC’s registration statement on Form S-1 filed with the SEC on April 22, 2022 and the terms of MCAC’s prospectus filed with the SEC on May 12, 2022. On June 24, 2022, MCAC filed a Current Report on Form 8-K including the Amended and Restated Warrant Agreement containing the correct provisions.

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In addition, in connection with the preparation of the financial statements as of and for three and six months ended June 30, 2022 included in the Form 10-Q filed with the SEC on August 22, 2022, MCAC concluded that there was a material weakness in our internal control over financial reporting relating to ineffective internal controls with respect to the completeness and accuracy of financial data, specifically relating to a previously unrecorded liability for the professional fees of legal counsel.

In addition, in connection with the preparation of the financial statements as of and for three months ended March 31, 2023 included in the Form 10-Q filed with the SEC on May 23, 2023, with respect to the accounting for the Forward Purchase Agreement entered into on December 31, 2022, the Company identified a material weakness in regards to the proper application of the relevant accounting literature.

Further, in April 2023, the Company withdrew $302,000 of interest and dividend income earned in the Trust Account. Such amount was restricted for payment of the Company’s income tax liabilities as provided in the Company’s charter. During the second quarter of 2023, $87,000 of these funds were inadvertently used for the payments of general operating expenses. Such amounts were disbursed without appropriate review and approval to ensure that the disbursements were made in accordance with the Trust Agreement. As a result of this issue, management concluded that a material weakness exists in our internal control over financial reporting related to the review and approval of cash disbursements. Such funds were replenished to the Company’s operating account by ConnectM on August 21, 2023 in the form of a working capital loan with the same terms as the Working Capital Loans from the Sponsor. During the third quarter of 2023, additional funds restricted for payment of the Company’s income tax liabilities totaling approximately $215,000 were utilized for the payments of general operating expenses. As of September 30, 2023, the funds were replenished to the Company’s operating account by ConnectM in the form of a working capital loan with the same terms as the Working Capital Loans from the Sponsor. Between October 12, 2023 and November 10, 2023, additional funds restricted for payment of the Company’s income tax liabilities totaling approximately $58,000 were utilized for the payments of general operating expenses and were subsequently replenished to the Company’s operating account on November 13, 2023 by ConnectM in the form of a working capital loan with the same terms as the Working Capital Loans from the Sponsor.

To address these material weaknesses, we have 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 MCAC, financial reporting advisors, legal advisors, and independent registered public accounting firm. We 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. In addition, we implemented additional review procedures to ensure completeness and accuracy of financial data and accrued liabilities. We can offer no assurance that these initiatives will ultimately have the intended effects. Other than these issues, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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THE MEETING

General

MCAC is furnishing this proxy statement/prospectus to the MCAC stockholders as part of the solicitation of proxies by the Board for use at the Meeting of MCAC stockholders to be held on July 10, 2024 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about June 17, 2024 in connection with the vote on the Proposals. This proxy statement/prospectus provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Meeting.

Date, Time and Place

The Meeting will be held virtually at 10:00 a.m., Eastern Time, on July 10, 2024 and conducted exclusively via live audio cast at https://cstproxy.com/montereycapital/2024, or such other date, time and place to which such Meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. There will not be a physical location for the Meeting, and you will not be able to attend the Meeting in person. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and MCAC. The virtual meeting format allows attendance from any location in the world. You will be able to attend, vote your shares, view the list of stockholders entitled to vote at the Meeting and submit questions during the Meeting via a live audio cast available at https://cstproxy.com/montereycapital/2024.

Virtual Meeting Registration

To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.

If your shares are registered in your name with Continental and you wish to attend the online-only virtual meeting, go to https://cstproxy.com/montereycapital/2024, enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the Meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to participate in the virtual Meeting.

Beneficial stockholders who wish to participate in the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting Continental, a beneficial holder will receive an email prior to the Meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental at least five business days prior to the Meeting date.

Accessing the Virtual Meeting Audio Cast

You will need your control number for access. If you do not have your control number, contact Continental at the phone number or email address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental to have a control number generated. Continental contact information is as follows: 917-262-2373 or email proxy@continentalstock.com.

Record Date; Who is Entitled to Vote

MCAC has fixed the close of business on May 20, 2024, as the record date for determining those MCAC stockholders entitled to notice of and to vote at the Meeting. As of the close of business on May 20, 2024, there were 9,447,247 shares of common stock issued and outstanding and entitled to vote, which included 7,147,447 public shares, 1,700,000 founder shares held by MCAC’s initial stockholders and 600,000 founder shares held by the Anchor Investors. Each holder of shares of common stock is entitled to

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one vote per share on each Proposal. If your shares are held in “street name,” you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.

In connection with the IPO, we entered into certain Letter Agreements pursuant to which MCAC’s initial stockholders agreed to vote any shares of common stock owned by them in favor of the Business Combination Proposal and other Proposals. The initial stockholders also entered into a certain Sponsor Support Agreement with ConnectM, pursuant to which they agreed to, among other things, vote in favor of the Business Combination Proposal and other Proposals. As of the date of this proxy statement/prospectus, the Sponsor and independent directors of MCAC hold approximately 17.9% of the outstanding common stock.

Quorum and Required Vote for Stockholder Proposals

A quorum of MCAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if a majority of the shares of common stock issued and outstanding as of the Record Date is present by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions by virtual attendance and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Business Combination Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of a majority of the votes cast by the stockholders of MCAC present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Amendment Proposal will require the approval of a majority of each of the issued and outstanding shares of MCAC Class A Common Stock and MCAC Class B Common Stock, voting separately. Attending the Meeting by virtual attendance or represented by proxy and abstaining from voting and a broker non-vote will have the same effect as voting against the Charter Amendment Proposal and will have no effect on the other Proposals.

Voting Your Shares

Each MCAC share that you own in your name entitles you to one vote on each Proposal for the Meeting. Your proxy card shows the number of shares of common stock that you own.

There are two ways to ensure that your shares of common stock are voted at the Meeting:

•

You can vote your shares by signing, dating and returning the enclosed proxy card in the pre-paid postage envelope provided. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our Board. Our Board recommends voting “FOR” each of the Proposals. If you hold your shares of common stock in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that the votes related to the shares you beneficially own are properly represented and voted at the Meeting.

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You can participate in the virtual Meeting and vote during the Meeting even if you have previously voted by submitting a proxy as described above. However, if your shares are held in the name of your

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broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way MCAC can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS).

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

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you may send another proxy card with a later date;

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if you are a record holder, you may notify our proxy solicitor, Okapi Partners LLC, in writing before the Meeting that you have revoked your proxy; or

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you may participate in the virtual Meeting, revoke your proxy, and vote during the virtual Meeting, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of common stock, you may contact Okapi, our proxy solicitor as follows:

Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
(844) 343-2623

No Additional Matters May Be Presented at the Meeting

This Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal. Under the Current Charter, other than procedural matters incident to the conduct of the Meeting, no other matters may be considered at the Meeting if they are not included in the notice of the Meeting.

Approval of the Business Combination Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the votes cast by the MCAC stockholders present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Amendment Proposal will require the affirmative vote of majority of the issued and outstanding shares of each of the MCAC Class A Common Stock and MCAC Class B Common Stock, voting separately.

Redemption Rights

Pursuant to the Current Charter, a holder of public shares may demand that MCAC redeem such shares for cash in connection with a business combination. You may not elect to redeem your shares prior to the completion of a business combination.

If you are a public stockholder and you seek to have your shares redeemed, you must submit your request in writing that we redeem your public shares for cash no later than 5:00 p.m., Eastern time on July 8, 2024 (at least two business days before the Meeting). The request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or

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vote in order to validly exercise redemption rights. The request must identify the holder of the shares to be redeemed and must be sent to Continental at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

You must tender the public shares for which you are electing redemption at least two business days before the Meeting by either:

•

Delivering certificates representing shares of common stock to Continental, or

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Delivering the shares of common stock electronically through the DWAC system.

Any corrected or changed written demand of redemption rights must be received by Continental at least two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of shares of common stock as of the Record Date. Any public stockholder who holds shares of MCAC on or before July 8, 2024 (at least two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental or deliver your shares to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, at least two business days before the Meeting.

If you wish to tender through the DWAC system, please contact your broker and request delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and Continental will need to act together to facilitate this request. It is MCAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. MCAC does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares of common stock before exercising their redemption rights and thus will be unable to redeem their shares of common stock.

In the event that a stockholder tenders its shares of common stock and decides prior to the consummation of the Business Combination that it does not want to redeem its shares of common stock, the stockholder may withdraw the tender. In the event that a stockholder tenders shares of common stock and the business combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. MCAC anticipates that a stockholder who tenders shares of common stock for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares of common stock soon after the completion of the Business Combination.

If properly demanded by MCAC’s public stockholders, MCAC will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of May 9, 2024, this would amount to approximately $11.21 per share. If you exercise your redemption rights, you will be exchanging your shares of common stock for cash and will no longer own the shares of common stock.

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Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the shares of common stock.

If too many public stockholders exercise their redemption rights, we may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.

Appraisal Rights

Appraisal rights are not available to holders of shares of common stock in connection with the proposed Business Combination.

Proxies and Proxy Solicitation Costs

MCAC is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. MCAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. MCAC will bear the cost of solicitation. Okapi Partners LLC a proxy solicitation firm that MCAC has engaged to assist it in soliciting proxies, will be paid its customary fee of approximately $25,000 and be reimbursed out-of-pocket expenses.

MCAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. MCAC will reimburse them for their reasonable expenses.

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THE BUSINESS COMBINATION PROPOSAL

We are asking our stockholders to adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby. Our stockholders should read carefully this proxy statement/prospectus in its entirety, including the subsection below titled “The Merger Agreement,” for more detailed information concerning the Merger and the terms and conditions of the Merger Agreement. We also urge our stockholders to read carefully the Merger Agreement in its entirety before voting on this proposal. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

General

On December 31, 2022, MCAC entered into an Agreement and Plan of Merger by and among MCAC, Merger Sub, and ConnectM (the “Original Merger Agreement”). On October 12, 2023, MCAC, Merger Sub and ConnectM entered into the First Merger Agreement Amendment, which amended the Original Merger Agreement to extend the Outside Date (as defined below) and obligate ConnectM to fund additional extensions of MCAC’s deadline to complete an initial business combination, as discussed below. On April 12, 2024, MCAC, Merger Sub and ConnectM entered into the Second Merger Agreement Amendment, which amended the Original Merger Agreement (as amended by the First Merger Agreement Amendment) to further extend the Outside Date and obligate ConnectM to fund additional extensions of MCAC’s deadline to complete an initial business combination, as discussed below. Throughout this proxy statement/prospectus, we refer to the Original Merger Agreement, as amended by the First Merger Agreement Amendment and the Second Merger Agreement Amendment, as the Merger Agreement. 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 MCAC Board has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) recommended the approval of the Merger Agreement and related matters by the stockholders of MCAC. In addition, in connection with the consummation of the Merger, MCAC will be renamed “ConnectM Technology Solutions, Inc.”

The Merger Agreement

The following is a summary of the material terms of the Merger Agreement. The following summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus.

The Merger Agreement contains representations and warranties that MCAC and Merger Sub, on the one hand, and ConnectM, on the other hand, have made to one another as of specific dates. The assertions embodied in the representations and warranties are qualified by information in the Parent Disclosure Letter and Company Disclosure Letter exchanged by the parties. Some of these schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. You should not rely on the representations and warranties described below as current characterizations of factual information about MCAC or ConnectM, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between MCAC, Merger Sub and ConnectM and are modified by the Parent Disclosure Letter and Company Disclosure Letter.

Merger Consideration

Pursuant to the terms of the Merger Agreement, the outstanding securities of ConnectM will be converted into the right to receive the Merger Consideration as follows:

ConnectM Stock. At the Effective Time, each share of ConnectM Common Stock and ConnectM Preferred Stock (collectively, the “ConnectM Stock”) (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 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

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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.

Treatment of ConnectM Stock Options

Directors and Executive Officers of the Combined Company Following the Merger

Prior to the Closing, MCAC will take all action necessary or appropriate such that immediately after the Effective Time the Combined Company’s board of directors will consist of five directors that are divided into three classes with staggered terms. Two directors of the Combined Company’s board of directors will be Bala Padmakumar and Bhaskar Panigrahi, and ConnectM will designate the three remaining directors, who will be “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. At the Closing, all of the officers of MCAC shall resign and the individuals serving as officers of the Combined Company immediately after the Closing will be officers designated by ConnectM.

Conditions to the Closing of the Merger

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver by each of the parties, at or prior to the closing of the Merger, of various conditions, which include, in addition to other customary closing conditions, the following:

Mutual Conditions

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receipt of the MCAC stockholder approval and ConnectM stockholder approval;

•

the expiration or termination of any waiting period under the HSR Act;

•

the Registration Statement shall have become effective in accordance with the provisions of the Securities Act; no stop order suspending the effectiveness shall have been issued and remain in effect, and no proceedings for that purpose shall have commenced or be threatened by the SEC; and

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the common stock of the Combined Company to be issued pursuant to the Merger Agreement shall be listed or have been approved for listing on the Nasdaq Capital Market.

Additional Conditions to MCAC’s and Merger Sub’s Obligations to Close

The obligation of MCAC and Merger Sub to complete the Merger is further subject to the satisfaction or waiver of the following additional conditions:

•

certain fundamental representations and warranties of ConnectM shall be true and correct in all material respects as of the date of the Merger Agreement and shall be true and correct in all material respects on the Closing Date, except for the fundamental representations and warranties made as of a particular date or period of time, which need be true and correct only as of such particular date or period of time;

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certain representations and warranties of ConnectM regarding the capitalization of ConnectM shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date,

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except for the such representations made as of a particular date or period of time, which need be true and correct in all respects (except for de minimis inaccuracies) only as of such particular date or period of time;

•

certain representations and warranties of ConnectM, other than the fundamental representations and the representations and warranties regarding the capitalization of ConnectM, shall be true and correct as of the date of the Merger Agreement and shall be true and correct on the Closing Date except (i) for representations and warranties that speak as of a particular date or period of time (which need be true and correct only as of such particular date or period of time) and (ii) for breaches of such representations and warranties that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect;

•

ConnectM shall have performed or complied in all material respects all obligations required to be performed or complied by it under the Merger Agreement at or prior to the Closing Date;

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Since the date of the Merger Agreement, no material adverse effect on ConnectM has occurred that is continuing;

•

MCAC and Merger Sub shall have received a certificate signed on behalf of ConnectM by an executive officer of ConnectM certifying to the satisfaction of the foregoing conditions;

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ConnectM shall have delivered a counterpart of each of the transaction documents to which it is a party to MCAC, duly executed by ConnectM; and

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ConnectM shall have terminated those certain contracts identified in the Company Disclosure Letter (as defined in the Merger Agreement).

The conditions to each of the parties’ respective obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law if such waiver is made in writing and executed by the party against whom the waiver is to be effective.

Additional Conditions to ConnectM’s Obligation to Close

The obligation of ConnectM to complete the Merger is further subject to the satisfaction or waiver of the following additional conditions:

•

certain fundamental representations and warranties of MCAC and Merger Sub shall be true and correct in all material respects as of the date of the Merger Agreement and shall be true and correct in all material respects on the Closing Date, except for the fundamental representations and warranties made as of a particular date or period of time, which need be true and correct only as of such particular date or period of time;

•

certain representations and warranties of MCAC and Merger Sub, other than the fundamental representations and warranties and the representations and warranties regarding the capitalization of MCAC, shall be true and correct as of the date of the Merger Agreement and shall be true and correct on the Closing Date except (i) for representations and warranties that speak as of a particular date or period of time (which need be true and correct only as of such particular date or period of time) and (ii) for breaches of such representations and warranties that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on MCAC or prevent, materially delay or materially impair the ability of MCAC or Merger Sub to consummate the Business Combination;

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since the date of the Merger Agreement, no material adverse effect on MCAC has occurred that is continuing;

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each of MCAC and Merger Sub shall have performed or complied in all material respects all obligations required to be performed or complied by it under the Merger Agreement at or prior to the Closing Date;

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ConnectM shall have received a certificate signed on behalf of MCAC and Merger Sub by an executive officer of MCAC certifying that the foregoing conditions have been satisfied;

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MCAC shall have delivered a counterpart of each of the transaction documents to which it is a party to ConnectM, duly executed by MCAC.

Representations and Warranties

Covenants; Conduct of Business Pending the Merger

ConnectM has agreed that, except as permitted by the Merger Agreement, the Company Disclosure Letter or any other transaction document, as required by applicable law or COVID-19 measures, or unless MCAC shall have provided written consent, during the period commencing on the date of the Merger Agreement and continuing until the Closing, ConnectM shall (a) conduct its business in the ordinary course substantially consistent with past practice, and (b) use commercially reasonable efforts to maintain and preserve intact its business organization, assets, properties and material business relations and (ii) shall not, among other things:

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adopt or propose any change in its or its subsidiaries’ Organizational Documents;

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merge or consolidate itself or any of its subsidiaries with any other entity, except for transactions among its wholly owned subsidiaries;

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adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of ConnectM or its subsidiaries;

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subject to certain exceptions, acquire assets outside of the ordinary course of business with a value or purchase price in the aggregate in excess of $100,000;

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acquire any business or entity (whether by merger or consolidation, by purchase of substantially all assets or equity interests or by any other manner), in each case, in any transaction or series of related transactions, other than acquisitions or other transactions;

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sell, lease, license or otherwise dispose of any of its material assets or properties (other than Intellectual Property (as defined in the Merger Agreement)), except for sales, leases, licenses or other dispositions in the ordinary course of business and for sales, leases, licenses or other dispositions of assets and properties with a fair market value not in excess of $100,000 in the aggregate;

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issue, sell, grant or authorize the issuance, sale or grant of any shares of capital stock or other securities of ConnectM or any of its subsidiaries (other than issuances by a wholly owned subsidiary of ConnectM to ConnectM or another wholly owned subsidiary of ConnectM), or any options, warrants, convertible securities, subscription rights or other similar rights entitling its holder to receive or acquire any shares of such capital stock or other securities of the ConnectM or any of its subsidiaries other than grants to employees, directors and consultants of ConnectM in the ordinary course of business of Company Options (as defined in the Merger Agreement) collectively having an

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aggregate number of underlying shares of ConnectM Common Stock not to exceed 400,000 shares of ConnectM Common Stock;

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reclassify, split, combine, subdivide, redeem or repurchase, any of its capital stock or options, warrants or securities convertible or exchangeable into or exercisable for any shares of its capital stock;

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declare, set aside, make or pay any dividend or distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or enter into any voting agreement;

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make any loans, advances, guarantees or capital contributions to or investments in any person (other than ConnectM or any direct or indirect wholly-owned subsidiary of ConnectM), other than in the ordinary course of business;

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incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or entity, or issue or sell any debt securities or warrants or other rights to acquire any debt security of ConnectM or any of its subsidiaries, except for indebtedness for borrowed money incurred in the ordinary course of business not to exceed $100,000 in the aggregate;

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make or commit to make capital expenditures other than in an amount not in excess of $100,000, in the aggregate;

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enter into any contract that would have been a material contract had it been entered into prior to the date of the Merger Agreement, other than in the ordinary course of business;

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amend or modify in any material respect or terminate any material contract, or waive or release any material rights, claims or benefits under any material contract, in each case, other than in the ordinary course of business;

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make any material changes with respect to its accounting policies or procedures, except as required by changes in law or GAAP;

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settle any proceeding, except in the ordinary course of business or where such settlement is covered by insurance or involves only the payment of monetary damages in an amount not more than $250,000 in the aggregate;

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except in the ordinary course of business consistent with past practice, file any material amended tax return, make, revoke or change any material tax election in a manner inconsistent with past practice, adopt or change any material tax accounting method or period, enter into any agreement with a governmental entity with respect to material taxes, settle or compromise any examination, audit or other action with a governmental entity of or relating to any material taxes or settle or compromise any claim or assessment by a governmental entity in respect of material taxes, or enter into any tax sharing or similar agreement (excluding any commercial contract not primarily related to taxes), in each case, to the extent such action could reasonably be expected to have a material adverse effect on MCAC;

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except in the ordinary course of business or pursuant to the terms of any benefit plan in effect as of the date of the Merger Agreement or as required by law, (A) increase the annual salary or consulting fees or target annual cash bonus opportunity, of any employee with an annual salary or consulting fees and target annual cash bonus opportunity in excess of $100,000 as of the date of the Merger Agreement, become a party to, establish, adopt, amend, or terminate any material benefit plan or any arrangement that would have been a material benefit plan had it been entered into prior to the date of the Merger Agreement, take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any benefit plan;

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forgive any loans or issue any loans (other than routine travel advances issued in the ordinary course of business) to any employee, hire any employee or engage any independent contractor (who is a natural person) with annual salary or consulting fees and target annual cash bonus opportunity in excess of $100,000 or terminate the employment of any employee of ConnectM who would be an executive officer, as defined in Rule 3b-7 of the Exchange Act, other than for cause;

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sell, assign, lease, exclusively license, pledge, encumber, divest, abandon, allow to lapse any material intellectual property, other than grants of non-exclusive licenses in the ordinary course of business to customers for use of the products or services of ConnectM or otherwise in the ordinary course of business;

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become a party to, establish, adopt, amend, commence participation in or enter into any collective bargaining or other labor union contract;

•

fail to use commercially reasonable efforts to keep current and in full force and effect, or to comply with the requirements of, or to apply for or renew, any permit, approval, authorization, consent, license, registration or certificate issued by any governmental entity that is material to the conduct of the business of ConnectM and its subsidiaries, taken as a whole;

•

file any prospectus supplement or registration statement or consummate any offering of securities that requires registration under the Securities Act or that includes any actual or contingent commitment to register such securities under the Securities Act in the future;

•

fail to maintain, cancel or materially change coverage under, in a manner materially detrimental to ConnectM or any of its subsidiaries, any insurance policy maintained with respect to ConnectM and its subsidiaries and their assets and properties;

•

enter into any material new line of business outside of the business currently conducted by ConnectM and its subsidiaries as of the date of the Merger Agreement; or

•

enter into any contract or otherwise become obligated, to do or authorize any of the foregoing.

MCAC has agreed that, except as permitted by the Merger Agreement, the Parent Disclosure Letter or any other transaction document, as required by applicable law or COVID-19 measures, or unless ConnectM shall have provided written consent, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the closing of the Merger and the termination of the Merger Agreement, each of MCAC and its subsidiaries will conduct its business and operations in the ordinary course and consistent with its past practices. MCAC has also agreed that, subject to certain limited exceptions, without the written consent of ConnectM, it will not, and will not permit any of its subsidiaries to, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the closing of the Merger and the termination of the Merger Agreement:

•

change, modify or amend, or seek any approval from its stockholders to change, modify or amend, the Trust Agreement, its Organizational Documents (as defined in the Merger Agreement) or the Organizational Documents (as defined in the Merger Agreement) of Merger Sub, other than to effectuate the Proposed Charter and the Amended Bylaws;

•

make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests;

•

split, combine, reclassify or otherwise change any of its capital stock or other equity interests;

•

make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests; (ii) split, combine, reclassify or otherwise change any of its capital stock or other equity interests; or (iii) other than the redemption of any shares of MCAC Common Stock required by the Redemption Offer (as defined in the Merger Agreement) or as otherwise required by MCAC’s Organizational Documents in order to consummate the transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in MCAC;

•

enter into, or permit any of the assets owned or used by it to become bound by any new material contract, other than as expressly required in connection with the transactions;

•

other than as expressly required by the Sponsor Support Agreement, enter into, renew or amend in any material respect, any transaction or contract with an affiliate of MCAC or Merger Sub (including, for the avoidance of doubt, (x) the Sponsor and (y) any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

•

incur or assume any indebtedness or guarantee any indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of ConnectM or any of its

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subsidiaries or guaranty any debt securities of another person, other than (x) any indebtedness for borrowed money or guarantee incurred between MCAC and Merger Sub or (y) indebtedness for borrowed money not to exceed an aggregate of $1,500,000 between MCAC and Sponsor;

•

incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or obligations, other than the Parent Expenses (as defined in the Merger Agreement);

•

make any loans, advances, guarantees or capital contributions to any person or investments in any person other than Merger Sub;

•

make any changes with respect to its accounting policies or procedures, except as required by changes in law or GAAP;

•

issue, sell, grant or authorize the issuance, sale or grant of any shares of capital stock or other securities of MCAC or any subsidiary or any options, warrants, convertible securities, subscription rights or other similar rights entitling its holder to receive or acquire any shares of capital stock or other securities of MCAC or any of its subsidiaries, other than in connection with the exercise of any warrants outstanding on the date of the Merger Agreement, any Working Capital Warrants (as defined in the Warrant Agreement) or the transactions or amend, modify or waive any of the terms or rights set forth in any MCAC Warrant, the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, other than pursuant to the Sponsor Support Agreement;

•

except as contemplated by the Incentive Plan, adopt or amend any employee benefit plan or enter into any employment contract or collective bargaining agreement or hire any employee or any other individual to provide services to MCAC or its subsidiaries following the Closing;

•

except in the ordinary course of business consistent with past practice, file any material amended tax return, make, revoke or change any material tax election, adopt or change any material tax accounting method or period or enter into any agreement with a governmental entity with respect to material taxes, settle or compromise any examination, audit, claim or assessment or other action with a governmental entity of or relating to any material taxes or settle or compromise any claim or assessment by a governmental entity in respect of material taxes, or enter into any tax sharing or similar agreement (excluding any commercial contract not primarily related to taxes);

•

(i) fail to maintain its existence or merge or consolidate with, or purchase any assets or equity securities of, any corporation, corporation, partnership, limited liability company, association, joint venture or other entity or organization or any division thereof; or (ii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of MCAC or its subsidiaries;

•

make any capital expenditures;

•

make any loans, advances or capital contributions to, or investments in, any other person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other person;

•

enter into any new line of business outside of the business currently conducted by MCAC and its subsidiaries as of the date of the Merger Agreement;

•

fail to maintain, cancel or materially change coverage under, in a manner materially detrimental to MCAC or Merger Sub, any insurance policy maintained with respect to MCAC or Merger Sub and their assets and properties;

•

subject to limited exceptions, settle any proceeding, except claims not involving Parent Stockholder Litigation (as defined in the Merger Agreement) in the ordinary course of business or where such settlement is covered by insurance or involves only the payment of monetary damages in an amount not more than $250,000 in the aggregate; or

•

enter into any contract or otherwise become obligated, to do or authorize any of the foregoing.

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Non-Solicitation Restrictions; Duty to Recommend

Each of MCAC and ConnectM has agreed that from the date of the Merger Agreement to the Closing Date or, if earlier, the termination of the Merger Agreement in accordance with its terms, it will not initiate any negotiations with any party, or provide non-public information or data concerning it or its subsidiaries to any party relating to a Parent Acquisition Proposal, in the case of MCAC, or a Company Acquisition Proposal (as such terms are defined in the Merger Agreement), in the case of ConnectM, or enter into any agreement relating to such a proposal. Each of MCAC and ConnectM has also agreed to use its reasonable best efforts to prevent any of its representatives from doing the same.

MCAC also agreed to recommend in this proxy statement/prospectus that stockholders approve the Business Combination and the other Proposals being presented at the Meeting, except as required by applicable law solely in response to a material adverse effect (a) that was not known or reasonably foreseeable to the MCAC Board as of the date of the Merger Agreement and (b) that does not relate to (x) any acquisition proposal related to MCAC, (y) any change in the price or trading volume of MCAC Common Stock or (z) any change or circumstance that is not taken into account in determining whether a material adverse effect has occurred with respect to ConnectM pursuant to the Merger Agreement, subject to certain exceptions. The MCAC Board (or any subcommittee thereof) will not be allowed to make or agree to make a change in its recommendation to its stockholders that they approve the Proposals (a “Modification in Recommendation”) until (a) MCAC delivers to ConnectM a written notice (a “MCAC Intervening Event Notice”) advising ConnectM that the MCAC Board proposes to take such action and containing the material facts underlying the MCAC Board’s determination, (b) until 5 p.m. Eastern Time on the fifth business day immediately following the date on which MCAC delivered the MCAC Intervening Event Notice (such period, the “MCAC Intervening Event Period”, which will require a new notice but with an additional three business day notice period if any material development with respect to the MCAC Intervening Event Notice occurs), MCAC and its representatives must negotiate in good faith with ConnectM and its representatives regarding any revisions or adjustments to the Merger Agreement as would enable MCAC to not make such Modification in Recommendation and (c) if ConnectM requested such negotiations, MCAC may make a Modification in Recommendation only if the MCAC Board, after considering in good faith any revisions to the Merger Agreement that ConnectM offers in writing prior to the termination of the MCAC Intervening Event Period, reaffirms that the failure to make a Modification in Recommendation would violate applicable law.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time as follows:

(i)

by mutual written consent of MCAC and ConnectM;

(ii)

(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 Closing (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 Meeting or any adjournment thereof;

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(vi)

by written notice from MCAC to ConnectM if the ConnectM 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 MCAC Board 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) by the Board.

In the event the Merger Agreement is terminated by ConnectM in the circumstances described in clauses (iii) or (vii) above, or by MCAC or ConnectM in the circumstances described in clauses (ii), (iv) or (v) above, or by MCAC in the circumstances described in clause (vi) above, MCAC will be obligated to reimburse ConnectM for up to $1,200,000 of its transaction expenses. As of the date of this proxy statement/prospectus, MCAC has incurred approximately $2,441,776 in transaction expenses and ConnectM has incurred approximately $8,026,863 in transaction expenses. Pursuant to the Merger Agreement, ConnectM waived any past, present or future claim of any kind against, and any right to access to, the Trust Account, any trustee of the Trust Account and MCAC to collect from the Trust Account any monies that may be owed to them by MCAC or any of its Affiliates for any reason whatsoever, and ConnectM agreed that it will not seek recourse against the Trust Account at any time for any reason whatsoever. As of the date of this proxy statement/prospectus, MCAC does not have sufficient funds held outside of the Trust Account, and may not obtain sufficient funds held outside of the Trust Account, to reimburse ConnectM for its transaction expenses incurred to date or any additional ConnectM transaction expenses up to the maximum amount reimbursable pursuant to the Merger Agreement of $1,200,000. Accordingly, even if the Merger Agreement were terminated in a manner that would obligate MCAC to reimburse ConnectM for its transaction expenses, it is unlikely MCAC would be able to fulfill that obligation and ConnectM could only be reimbursed in full if MCAC raised additional capital or found a different business combination partner willing to fulfill that obligation. If MCAC becomes obligated to reimburse ConnectM for its transaction expenses, that obligation will make it more difficult for MCAC to raise additional capital or find an alternative business combination partner and reduce the amount of any out-of-trust net assets available to be distributed pro-rata to holders of MCAC common stock in the event MCAC liquidates and dissolves.

Extension Fees

In the Original Merger Agreement, MCAC agreed to effect the Initial Extensions to the extent necessary to consummate the Closing and ConnectM agreed to transfer MCAC funds up to $1,840,000 to the extent necessary to effect the Initial Extensions. Pursuant to the Merger Agreement Amendment, MCAC, Merger Sub and ConnectM agreed to (i) extend the Outside Date (with limited exceptions) from November 13, 2023 to May 13, 2024 and (ii) provide that MCAC will effect the First Extension and ConnectM will pay to MCAC or its trust account the funds necessary to effect the First Extension. Pursuant to the Second Merger Agreement Amendment, MCAC, Merger Sub and ConnectM agreed to (i) extend the Outside Date (with limited exceptions) from May 13, 2024 to November 13, 2024 and (ii) provide that MCAC will effect the Second Extension if approved by MCAC’s stockholders and ConnectM will pay to MCAC or its trust account the funds necessary to effect the Second Extension.

Pursuant to the Initial Extensions, ConnectM transferred $1,840,000 in the aggregate (the “Extension Amount”) to MCAC in order to effect the Initial Extensions in accordance with MCAC’s then-current Organizational Documents and as described in the prospectus forming a part of the IPO on Form S-1. Pursuant to the First Extension, ConnectM has transferred approximately $1,954,290 in the aggregate to the Trust Account in order to effect the First Extension (the “First Extension Amount”). Pursuant to the Second Extension, ConnectM will be obligated to transfer up to approximately $1,954,290 in the aggregate to the Trust Account in order to effect the Second Extension, in accordance with MCAC’s Organizational Documents in effect at such time (the “Second Extension Amount”). We refer to the Initial Extension Amount collectively, with the First Extension Amount and the Second Extension Amount, as the Extension Amount. MCAC, the Sponsor, or any of their affiliates or representatives are not required to repay the Extension Amount to ConnectM or any of its affiliates; provided, however, that in the event that the Merger Agreement is terminated in certain of the circumstances described above, and (a) all of the conditions to Closing set forth above are satisfied or waived by the applicable party (other than those conditions that by their nature are to be satisfied at the Closing, but such conditions would reasonably be expected to be satisfied

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if the Closing were to occur on the date of such termination) and (b) the reason that the Closing has not occurred is that MCAC has breached its obligations to consummate the Closing in accordance, MCAC shall be required to repay that portion of the Extension Amount that has actually been paid by ConnectM to MCAC.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement, which is filed as Annex A hereto, and which is incorporated by reference in this report. Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

Certain Related Agreements

Sponsor Support Agreement. In connection with the execution of the Merger the Sponsor entered into the Sponsor Support Agreement with MCAC and ConnectM, pursuant to which 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 the Current Charter with respect to the MCAC Class B Common Stock and vote all shares of MCAC 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 MCAC Class B Common Stock execute the Registration Rights Agreement (as defined below), 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. The holders of MCAC Class B Common Stock have also agreed to waive the anti-dilution or similar protections with respect to the shares of MCAC Class B Common Stock.

Company Stockholder Support Agreement. In connection with the execution of the Merger Agreement, MCAC entered into the Company Stockholder Support Agreement with ConnectM and the Company Stockholders (as defined in the Company Stockholder Support Agreement), pursuant to which to 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 the 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 ConnectM Stockholders has agreed not to transfer any of its shares of MCAC Common Stock during the period beginning on the Closing Date and ending on the earlier of (A) 180 days after the Closing Date and (B)(x) the date on which the price of MCAC Common Stock equals or exceeds $16.50 for any 20 trading days within any 30 trading day period following the 150th day after the Closing Date, or (y) a Change of Control (as defined in the Lock-up Agreements). Assuming no redemptions, immediately following the Closing, 13,367,155 shares of New ConnectM common stock, representing approximately 54% of the outstanding shares of New ConnectM common stock, will be freely tradable.

Forward Purchase Agreement. In connection with the execution of the Merger Agreement, MCAC and Meteora, entered into the Forward Purchase Agreement for the 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 MCAC Class A Common Stock from holders of MCAC Class A Common Stock (other than MCAC or affiliates of MCAC), including from those public stockholders who have elected to redeem MCAC Class A Common Stock (such holders, “Redeeming Holders”) pursuant to the redemption rights set forth in the Current Charter. Pursuant to the Forward Purchase Agreement, Meteora may purchase up to a maximum of 6,600,000 shares of MCAC Class A Common Stock at a price equal to the estimated redemption price of approximately $11.21 per share of MCAC Class A Common Stock (based on the amount of approximately $78,557,231 held in the Trust Account as of May 9, 2024, which amount includes interest but excludes the funds to be used to pay taxes) 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 MCAC Class A Common Stock in connection with the Merger. Such waiver may reduce the number of MCAC 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 MCAC Class A Common Stock purchased by Meteora, not including the

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Share Consideration Shares (as defined below), shall be referred to as the “Recycled Shares.” No purchases of MCAC Class A Common Stock have been made by Meteora pursuant to the Forward Purchase Agreement to date.

The Forward Purchase Agreement provides that not later than one local business day following the execution date of the Merger Agreement (the “Prepayment Date”), MCAC will pay to Meteora, out of funds held in MCAC’s 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 and Meteora shall use such amount to purchase shares of MCAC (the “Share Consideration Shares”). The Share Consideration Shares shall be free and clear of all obligations with respect to Meteora. In addition, MCAC shall pay to Meteora in cash an amount equal to the product of (x) the Prepayment Amount, multiplied by (y) 0.75% by no later than the Prepayment Date, subject to a floor of $250,000 (the “Cash Consideration”).

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. From time to time and on any date following the Closing, Meteora may also, at its discretion, terminate the transaction in whole or in part so long as Meteora provides written notice to MCAC which shall specify the quantity by which the number of Shares is to be reduced (the “Terminated Shares”). MCAC shall be entitled to an amount per Terminated Share equal to the product of (x) the number of Terminated Shares multiplied by (y) 95% of the Reset Price, with the remainder of the proceeds going to Meteora.

From time to time following the Closing 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 Recycled Shares. On the Maturity Date, the escrow agent shall transfer to the 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 the 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 Recycled Shares sold multiplied by 95% of 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.

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Shares are not freely tradable, Meteora shall instead receive such number of Shares equal to the product of (i) three (3) and (ii) the number of Recycled Shares 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 MCAC 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 (as defined in the Forward Purchase Agreement).

The purpose for entering into the Forward Purchase Agreement is to decrease the amount of redemptions in connection with the Meeting and potentially increase the amount of working capital available to the Combined Company following the Closing. However, if Meteora purchases any shares pursuant to the Forward Purchase Agreement, immediately following the closing of the Business Combination, the Combined Company will need to pay the Prepayment Amount (into the escrow account), the Share Consideration and the Cash Consideration, and, as a result, the Combined Company’s cash reserves would be reduced significantly and would not be available to execute the Combined Company’s business strategy. While the Combined Company may receive cash proceeds from sales of Recycled Shares by Meteora, Meteora may not have any incentive to sell Recycled Shares unless the trading price of the Class A Common Stock is above the Reset Price. There is no guarantee that the trading price of the Class A Common Stock will equal or exceed the Reset Price at any given time. In such a case, Meteora may not sell Recycled Shares, in which case the Combined Company will not be able to receive any cash proceeds from the Forward Purchase Agreement. Accordingly, any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. In addition, if Meteora decides to sell its shares into the open market, it may cause the trading price of the Class A Common Stock to decline significantly. See “Risk Factors — Risks Related to the Forward Purchase Agreement.”

In connection with the IPO, Meteora and its affiliates entered into an investment agreement with MCAC and the Sponsor pursuant to which Meteora and its affiliates purchased 792,000 units of MCAC at the initial public offering price of $10.00 per unit and 60,000 Founder Shares, at a purchase price of approximately $0.009 per Founder Share. Except for such purchases in connection with MCAC’s IPO, none of MCAC, ConnectM, or their directors, officers, advisors or respective affiliates had any material relationship with Meteora at the time the Forward Purchase Agreement was negotiated. To the knowledge of MCAC, Meteora and its affiliates continue to own only the 60,000 Founder Shares Meteora acquired in connection with MCAC’s IPO.

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 (the “Holders”) 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 MCAC Class B Common Stock of MCAC execute a 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 MCAC Class B Common Stock of MCAC. Pursuant to the Registration Rights Agreement, the Combined Company will agree, among other things, to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of MCAC Common Stock and other equity securities of the Combined Company that are held by the Holders. Pursuant to the Registration Rights Agreement, the Combined Company will be obligated to file a registration statement to register the resale of certain securities of the Combined Company held by the Holders. In addition, subject to certain requirements and customary conditions, including with regard to

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the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $5,000,000. The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

All fees, costs and expenses of underwritten registrations will be borne by the Combined Company and all incremental selling expenses relating to such registrations, including underwriting discounts and selling commissions, brokerage fees and underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing the Holders will be borne by the Holders of the registrable securities being registered. The Registration Rights Agreement contains customary cross-indemnification provisions, under which the Combined Company will be obtained to indemnify Holders in the event of material misstatements or omissions in the registration statement attributable to the Combined Company, and Holders are obligated to indemnify the Combined Company for material misstatements or omissions attributable to them.

Pursuant to the Registration Rights Agreement, the securities of the Combined Company will cease to be registrable securities upon the earlier of (i) the date on which a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement by the applicable Holder, (ii) the date as of which such securities shall have been otherwise transferred, new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Combined Company and subsequent public distribution of such securities shall not require registration under the Securities Act, (iii) the date as of which such securities have ceased to be outstanding, (iv) the date as of which such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the SEC) (but with no volume, current public information or other requirements, restrictions or limitations) and (v) when such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

The cumulative number of shares of the Combined Company entitled to registration rights under the Registration Rights Agreement will be approximately 6,812,823 shares of New ConnectM common stock, which are held by the Sponsor, the independent directors of MCAC, the Anchor Investors and officers, directors and ten percent holders of ConnectM Common Stock. Certain investors, such as the Sponsor, the independent directors of MCAC and the Anchor Investors may have an incentive to sell their shares of New ConnectM common stock given each initially purchased such shares at a price that may be below the trading price of New ConnectM common stock and could make substantial profits upon resales even if the trading price of the New ConnectM common stock is low, whereas the MCAC stockholders who purchased shares of MCAC Class A Common Stock as a part of the IPO at a price of $10.00 per MCAC Unit or, subsequent to the IPO, shares of MCAC Class A Common Stock at a price higher than the potential trading price of New ConnectM common stock after the consummation of the Business Combination may not experience a similar rate of return on the securities they purchased due to differences in their purchaser prices and the potential trading price. Therefore, upon the effectiveness of the aforementioned registration statement and the expiration of any applicable lock-up restrictions, the market price of the New ConnectM common stock may experience negative selling pressure from potential sales by such investors.

Background of the Business Combination

The terms of the Business Combination are the result of negotiations between the representatives of MCAC and ConnectM. The following is a brief description of the background of these negotiations and the resulting Business Combination.

MCAC is a blank check company incorporated in Delaware on September 23, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. MCAC’s intention was to utilize its management team’s global network of contacts and operational and investment experience to identify and execute an initial business combination in the clean transition sector.

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On October 6, 2021, prior to the consummation of the IPO, the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Ms. Cuocolo, Ms. Gray and Mr. Markscheid, the independent members of the MCAC Board.

On May 13, 2022, MCAC consummated its IPO of 9,200,000 units, which included the full exercise by EF Hutton of its over-allotment option, with each unit consisting of one share of MCAC Class A Common Stock, one MCAC Public Warrant and one right to receive one-tenth (1/10) of one share of MCAC Class A Common Stock. The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $92,000,000. In connection with the consummation of the IPO, including the full exercise by EF Hutton of its over-allotment option, MCAC consummated the sale of 3,040,000 MCAC Private Placement Warrants in a private placement to our Sponsor, with each MCAC Private Placement Warrant exercisable to purchase one share of MCAC Class A common stock at an exercise price of $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $3,040,000.

In connection with the IPO, the Sponsor sold to the Anchor Investors, a total of 600,000 Founder Shares at their original purchase price of approximately $0.009, as compensation for their commitment to purchase MCAC Units sold in the IPO. Overall, the Anchor Investors purchased 9,108,000 Units in the IPO at the offering price of $10.00 under separate investment agreements.

Prior to the consummation of the IPO, neither MCAC nor anyone on its behalf engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with MCAC.

After the IPO, MCAC’s directors and officers, at the direction of the MCAC Board, commenced an active search for prospective businesses or assets to acquire in its initial business combination. Representatives of MCAC were contacted by, and representatives of MCAC contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities.

During this search process, MCAC reviewed over 20 business combination opportunities and entered into non-disclosure agreements with nine companies to pursue a more detailed diligence review and evaluation. The non-disclosure agreements contained customary terms for a business combination between a special purpose acquisition company and a private company target, including confidentiality provisions and use restrictions for information provided by the target and exceptions to such provisions. Of the nine companies with which MCAC entered into non-disclosure agreements, MCAC ultimately determined to deliver a letter of intent to one private battery technology company (“Target One”) in addition to ConnectM.

During the second quarter of 2022, MCAC’s management team and Target One’s management team had an introductory call. MCAC evaluated Target One’s business, market, and financial forecasts, including through a call with Target One’s full management team, and later expressed interest in pursuing a potential business combination with Target One. From May 19 through September 19, 2022, MCAC conducted operational and financial due diligence on Target One’s business, end markets and competitive positioning, including multiple additional calls with Target One’s management team. On May 18, 2022, MCAC and Target One entered into a non-disclosure agreement and Target One gave a high-level presentation to MCAC management on May 19, 2022. On June 6, 2022, MCAC submitted a non-binding letter of intent to representatives of Target One. On June 7, 2022, MCAC and Target One executed a non-binding letter of intent, which provided, among other things, for (i) a business combination between MCAC and Target One, (ii) a minimum cash condition of $50 million, and (iii) a concurrent private investment in public equity (“PIPE”) financing of $75 million from investors to be identified by MCAC and Target One before signing a definitive agreement with respect to their business combination. On June 11, 2022, Target One provided a written presentation to MCAC and provided access to a virtual data room on June 18, 2022. Between May 16, 2022 and September 23, 2022, MCAC and Target One had 16 virtual meetings and on June 20 and August 9, 2022, MCAC management visited one of Target One’s facilities. On August 24, 2022, MCAC provided to Target One a draft merger agreement with respect to their proposed business combination.

On July 12, 2022, MCAC and EF Hutton executed the placement agent agreement in connection with EF Hutton acting as MCAC’s placement agent for a potential PIPE transaction. As placement agent, EF Hutton then began discussions with MCAC and Target One to set up the data room, review and comment

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on investor presentation materials which included Target One’s revenue projections, and contacting potential investors on a “wall cross” basis to arrange for investor meetings with MCAC and Target One.

On August 29, 2022, EF Hutton shared with MCAC management a list of potential private investment in public equity financing (“PIPE”) investors for outreach. On September 14, 2022, EF Hutton commenced investor outreach on a no-names basis. Interested investors who agreed to be wall-crossed, received the investor presentation for the business combination PIPE in connection with MCAC’s potential acquisition of Target One. Thereafter, EF Hutton also scheduled meetings between MCAC, Target One and potential investors. Based on investor feedback, on or about September 28, 2022, Target One withdrew as a potential business combination target.

On September 30, 2022, MCAC informed EF Hutton that Aurai, LLC (“Aurai”), a wholly-owned subsidiary of ConnectM, was a potential business combination target. On October 6, 2022, MCAC required that EF Hutton review and revise the transaction overview with Aurai along with providing financing structures for the acquisition of Aurai. On October 21, 2022, MCAC, EF Hutton and Aurai had an initial introductory call. Thereafter, EF Hutton prepared investor presentation materials in connection with the potential business combination between MCAC and Aurai, including business projections.

During the same period, MCAC and Target One held four meetings with certain potential investors in the concurrent PIPE financing contemplated by the letter of intent. On September 28, 2022, members of Target One’s management team notified MCAC that it was not interested in pursuing a business combination in the near term, in part because these meetings did not result in sufficient interest from investors in participating in a concurrent PIPE financing on terms acceptable to MCAC and Target One or at all. After several subsequent meetings among members of MCAC’s management team and members of Target One’s management team and board of directors, the parties ceased further discussions as they were unable to reach agreement on the terms of a business combination. These discussions were terminated for a variety of reasons, including but not limited to, (i) the potential target company not being ready for the public market, (ii) the commercial plans of a target not aligning with MCAC’s business strategy and (iii) the inability of the potential target company to meet certain specified timelines.

During the same timeframe, representatives of MCAC also began to pursue preliminary discussions with ConnectM.

On May 22, 2022, Dr. Soni sent an email to the TiE Boston Angels network noting that the MCAC IPO had occurred and he was the Executive Vice President of MCAC. Mr. Bhaskar Panigrahi, the Chief Executive Officer of ConnectM, was a member of the TiE Boston Angels and received the aforementioned email from Dr. Soni.

On May 23, 2022, Dr. Soni received an email from Mr. Panigrahi to discuss Aurai, LLC (“Aurai”), a wholly-owned subsidiary of ConnectM, including its history, decarbonization vision, clean energy service platform and plans for future growth. Aurai is a vertically integrated clean energy technology and solutions provider for residential and light commercial buildings.

On May 24, 2022, Mr. Panigrahi and Dr. Soni had a call to discuss Aurai’s business. In the course of that conversation, MCAC conveyed its interest in a potential business combination with Aurai and its desire to receive additional information regarding Aurai’s business. Mr. Panigrahi sent a short overview presentation describing Aurai to MCAC’s management team.

On May 27, 2022, Mr. Panigrahi had a virtual meeting with Dr. Soni and Mr. Padmakumar. The parties discussed Aurai, its business strategy, potential growth opportunities and Aurai’s interest in pursuing a potential business combination. Both parties agreed that such a path was intriguing and that further discussions were merited. Mr. Padmakumar and Dr. Soni informed Mr. Panigrahi that MCAC was in early discussions with another potential target company (Target One) and would consider Aurai seriously.

On May 28, 2022, MCAC and Aurai executed a Confidential Disclosure Agreement and representatives of MCAC were provided access to a virtual Aurai data room to commence their due diligence review of Aurai.

On June 25, 2022, MCAC’s management informed Aurai’s management that it was suspending discussions while MCAC pursued a potential business combination with Target One.

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On September 30, 2022, MCAC immediately re-initiated discussions with Aurai following MCAC’s decision to terminate discussions with Target One.

On September 30, 2022, Mr. Padmakumar, Dr. Soni and Mr. Panigrahi had a virtual meeting to explore Aurai’s renewed interest in pursuing a potential business combination transaction. The parties discussed Aurai, its business strategy and potential growth opportunities. Aurai’s management shared recent revenue growth and profit margin improvement since the previous meeting on May 27, 2022. Both parties agreed that such a path was intriguing and worth pursuing pending further operational, financial and legal due diligence.

On September 30, 2022, MCAC approached representatives of EF Hutton to discuss the potential business combination with Aurai, or one or more of its subsidiaries, and obtain their advice on the market terms for similar business combination transactions and key considerations to successfully close such a transaction. The discussions covered the potential strategic fit with MCAC and the details of the potential business combination, including the proposed valuation, timing and risks associated with a potential business combination transaction.

Between September 30, 2022 and October 10, 2022, Aurai provided MCAC and its representatives with due diligence materials, including financial information for MCAC to use in preparing its financial model. Representatives of MCAC and Aurai held telephonic conferences and virtual meetings to discuss commercial and legal elements of Aurai’s business to assist MCAC and its advisors in developing a financial model of Aurai. MCAC, Aurai and their respective representatives also discussed terms and exchanged drafts of a letter of intent (the “Letter of Intent”) with respect to the potential business combination transaction. The Letter of Intent provided, among other things, for (i) a business combination between MCAC and Aurai, valuing Aurai at $125 million, (ii) no minimum cash condition, (iii) no concurrent private investment in public equity financing, and (iv) a concurrent forward purchase agreement between MCAC and one or more investors to be identified by MCAC and ConnectM.

On October 10, 2022, MCAC held its regularly scheduled MCAC Board meeting, and management provided the MCAC Board with an update of its search for acquisition targets, including Aurai. The MCAC Board authorized Mr. Padmakumar to sign the Letter of Intent with Aurai. The Letter of Intent was executed by both parties on October 11, 2022. The proposed pre-money valuation for Aurai was $125.0 million without any minimum cash closing condition. This valuation equated to an enterprise value of approximately $166.0 million and an enterprise value to projected revenues ratio of 3.75. Based on MCAC management team’s understanding of the current market conditions at that time, the MCAC management team believed the valuation proposed in the Letter of Intent with Aurai was accurate because Aurai was projecting revenues of $44.27 million in 2023, therefore the enterprise value of approximately $166.0 million was a 3.75 multiple of 2023 revenues, which was a conservative figure based on the market conditions at that time for a private growth company in the electrification and decarbonization sector where Aurai was addressing a large market — the US residential sector. Based on the MCAC management team’s discussions with several potential target companies in terms of exploratory and detailed discussions after the MCAC IPO, the MCAC management team was aware of a large number of private companies in the electrification and decarbonization sector that had much higher valuations and little or no revenue projected in 2023. EF Hutton advised MCAC on the structure of the transaction terms and the enterprise value of Aurai at the pre-money valuation of $125 million in the Letter of Intent. Over the following weeks, the MCAC management team was advised by EF Hutton on several companies and transactions to consider for the comparable valuation. EF Hutton provided the list of 16 companies and comparable metrics which the MCAC management team used for the due diligence process and analysis going forward, including in connection with the MCAC Board’s decision to enter in the Original Merger Agreement (as defined herein). The group included 16 companies: Comfort Systems USA, Inc.; A. O. Smith Corporation; Enphase Energy, Inc.; Stem, Inc.; Vivint Smart Home, Inc.; SolarEdge Technologies, Inc.; Sunnova Energy International Inc.; SunrunInc.; Altus Power, Inc.; Blink Charging Co.; Wallbox N.V.; ChargePoint Holdings, Inc.; Samsara Inc.; Altair Engineering Inc.; Bentley Systems, Incorporated and CCC Intelligent Solutions Holdings Inc.

On October 17, 2022, Mr. Padmakumar and Dr. Soni visited the Aurai offices in Marlborough, Massachusetts and met with Mr. Panigrahi to continue the due diligence process. On October 21, 2022, the management teams of MCAC and Aurai, and MCAC’s outside legal counsel, Mintz, Levin, Cohn, Ferris,

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Glovsky and Popeo, P.C. (“Mintz”), met virtually to discuss the proposed business combination transaction process, including timing, due diligence and documentation.

Following execution of the letter of intent, the parties and their respective legal counsel began to draft and prepare the Original Merger Agreement and related documents and agreements governing the proposed initial business combination. During this time, MCAC also commenced corporate, intellectual property, IT, regulatory, labor, financial and competitive due diligence. The management teams of MCAC and Aurai held regular virtual meetings to review Aurai’s technology and business and discuss the proposed business combination transaction.

On November 10, 2022, Mintz sent an initial draft of the proposed Original Merger Agreement to Burns & Levinson LLP (“Burns & Levinson”), Aurai’s then outside legal counsel. Between November 10, 2022 and November 20, 2022, ConnectM determined in consultation with its tax advisors that it would be more tax efficient, among other things, for the business combination to be between ConnectM and MCAC, instead of between MCAC and Aurai, LLC, and ConnectM and MCAC negotiated an equity value of ConnectM of $145 million.

On November 21, 2022, MCAC and its representatives were provided with updated diligence materials in the virtual data room covering ConnectM’s operations in addition to Aurai and began conducting legal and financial due diligence review of the materials contained therein.

On November 21, 2022, Mr. Panigrahi met with the MCAC management team and proposed pursuing a business combination between MCAC and ConnectM instead of between only MCAC and ConnectM’s wholly owned subsidiary, Aurai. Both parties agreed that acquiring ConnectM would be beneficial to the combined company, even though Aurai accounted for more than 90% of ConnectM’s revenues, because ConnectM’s subsidiaries other than Aurai owned intellectual property and employed staff that would be useful to Aurai. In addition, acquiring all of ConnectM instead of only Aurai would simplify the business combination by removing the need to address the structure and other related logistics of separating Aurai from the rest of ConnectM in a tax efficient manner. After considering these factors and the financial performance of ConnectM as a whole, the MCAC management team, in their experience as executives and investors, estimated the incremental value of the portions of ConnectM’s business other than Aurai to be $20.0 million. The resulting pre-money valuation for ConnectM of $145.0 million equated to an enterprise value of $186.0 million and an enterprise value to projected revenues ratio of 3.57, which was more attractive than the enterprise value to projected revenues ratio of 3.75 for only Aurai and lower than the peer group enterprise value to revenue ratio of 5.9, discussed above. The MCAC management team indicated to Mr. Panigrahi that MCAC would be willing to proceed with the business combination of ConnectM, rather than only Aurai, at a pre-money valuation for ConnectM of $145.0 million and Mr. Panigrahi agreed.

On November 29, 2022, Burns & Levinson and ConnectM sent a revised draft of the Original Merger Agreement to Mintz and MCAC, which included revisions to reflect, among other things, (i) the renegotiated ConnectM equity value of $145.0 million, (ii) a provision obligating MCAC to reimburse ConnectM for up to $1.2 million of its transaction expenses if the Original Merger Agreement is terminated in certain circumstances (as discussed under the heading “Termination of the Merger Agreement” above), (iii) the addition of a MCAC representation as to MCAC’s solvency and ability to pay its debts and (v) an exception to the operating covenants of ConnectM permitting it to grant options and other equity incentives in the ordinary course of business between the signing of the Original Merger Agreement and the Closing without MCAC’s prior written consent.

On December 20, 2022, Mintz and MCAC sent a revised draft of the Original Merger Agreement to Burns & Levinson and ConnectM, which included revisions to reflect, among other things, (i) a provision that would have obligated ConnectM to advance certain transaction expenses of MCAC during the period between the signing of the Original Merger Agreement and Closing in exchange for a corresponding increase in the ConnectM valuation used to determine the Exchange Ratio, (ii) the deletion of the MCAC representation and warranty as to MCAC’s solvency and ability to pay its debts, (iii) a cap on the number of stock options ConnectM could issue between signing and closing without MCAC’s prior written consent, and (iv) a provision obligating ConnectM to pay MCAC or the Trust Account the Initial Extension Amount to the extent necessary to effect the Initial Extension.

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On December 27, 2022, Burns & Levinson and ConnectM sent a revised draft of the Original Merger Agreement to Mintz and MCAC, which included revisions to reflect, among other things, (i) the deletion of a provision providing for the cancellation of out-of-the-money options, (ii) the deletion of the provision obligating ConnectM to advance certain transaction expenses to MCAC during the period between signing and closing in exchange for a corresponding increase in the ConnectM valuation used to determine the exchange ratio, and (iii) the reinsertion of the MCAC representation and warranty as to MCAC’s solvency and ability to pay its debts.

On December 28, 2022, Mintz and MCAC sent a revised draft of the Original Merger Agreement to Burns & Levinson and ConnectM, which included revisions to reflect, among other things, (i) the treatment of the outstanding warrants of ConnectM in the Merger and a related adjustment to the formula used to calculate the exchange ratio, (ii) the deletion of the MCAC representation and warranty as to MCAC’s solvency and ability to pay its debts, (iii) the addition of a covenant to seek signatures to the Amended Registration Rights Agreement from the holders of MCAC Class B Common Stock and (iv) request that ConnectM propose an appropriate cap on the number of options it should be permitted to grant between singing and closing without MCAC’s consents.

On December 29, 2022, Burns & Levinson and ConnectM, on the one hand, and Mintz and MCAC, on the other hand, exchanged multiple revised drafts of the Original Merger Agreement to negotiate (i) a proposed cap on the number of options ConnectM can grant between signing and closing without MCAC’s consent of 400,000 shares of ConnectM Common Stock, (ii) a corresponding decrease in the number of shares to be reserved for issuance under the Incentive Plan and (iii) waivers in the Sponsor Support Agreement to harmonize the terms of the Amended Registration Rights Agreement and Registration Rights Agreement in the event the MCAC obtains an insufficient number of MCAC Class B Common Stock holder signatures to replace the Registration Rights Agreement with the Amended Registration Rights Agreement.

On December 30, 2022, the MCAC Board met via videoconference, with all board members present. Also present were representatives of Mintz, who reviewed the terms of the Original Merger Agreement and related documents with the MCAC Board. The MCAC Board also discussed the valuation ascribed to ConnectM in the proposed business combination transaction. The MCAC Board concluded that the fair market value of ConnectM was equal to at least 80% of the funds held in the Trust Account. In making such determination, the MCAC Board considered, among other things, the implied valuation of ConnectM based on the market valuation of comparable companies (as discussed below under “— The MCAC Board’s Reasons for the Approval of the Business Combination — Attractive Market Valuation of Comparable Companies”).

The MCAC Board unanimously approved the Original Merger Agreement and related documents and agreements and recommended approval of the Original Merger Agreement to MCAC’s shareholders.

On December 31, 2022, the board of directors of ConnectM approved the Original Merger Agreement by unanimous written consent.

After discussions between MCAC’s management and EF Hutton, on January 15, 2023, EF Hutton provided MCAC’s management team with a comparable company analysis in connection with ConnectM and advised MCAC’s management on ConnectM’s 2023 projected revenues/CAGR to be used in MCAC’s filing of a registration statement on Form S-4. On January 30, 2023, EF Hutton and MCAC had further discussions concerning the valuation of ConnectM.

Due, in part, to unexpected delays in preparing the audited financial statements of ConnectM in the months following the signing of the Original Merger Agreement, it became clear to the management teams of MCAC and ConnectM that they could not complete the business combination before the expiration of the Initial Extension and that MCAC would have to seek and obtain approval by its stockholders to further extend the deadline to complete the business combination in order to consummate the Closing.

On September 20, 2023, MCAC’s management and EF Hutton discussed extending the time to complete the business combination, including the appropriate length of the extension and current market rate for extensions. On September 29, 2024, MCAC filed its preliminary proxy statement with respect to the special meeting of MCAC stockholders to approve the First Extension.

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In October and early November 2023, MCAC and EF Hutton further discussed the extension process including the proxy solicitation seeking shareholder approval of the extension, after obtaining feedback from the market, EF Hutton recommended an extension price of at least $0.45 per share. During the same period, the management teams of MCAC and ConnectM discussed EF Hutton’s recommendation and their mutual interest in extending MCAC’s deadline to consummate the Closing. Consistent with the Original Merger Agreement, which provided for an Outside Date that aligned with the end of the Initial Extension and obligated ConnectM to pay the extension fee for the Initial Extension, agreed in principal to amend the Original Merger Agreement to (subject to MCAC stockholder approval) extend the Outside Date by six months (to the end of the First Extension) and obligate ConnectM to pay the related extension fees of $0.45 per share per month extended (up to six months). Between October 6, 2023 and October 10, 2023, Mintz and MCAC, on the one hand, and Burns & Levinson and ConnectM, on the other hand, exchange drafts of the First Merger Agreement Amendment, consistent with the agreement in principal described above. On October 11, 2023, the MCAC Board approved the First Merger Agreement Amendment by unanimous written consent and ConnectM, MCAC and Merger Sub executed the First Merger Agreement Amendment.

On November 6, 2023, MCAC held a special meeting of stockholders (the “First Extension Meeting”) (i) to amend MCAC’s Amended and Restated Certificate of Incorporation to provide the MCAC Board with the right to extend the period of time to complete an initial business combination, or the First Extension, (ii) to approve the adoption of the amendment to the Investment Management Trust Agreement, dated as of May 10, 2022, with Continental Stock Transfer & Trust Company, which is also known as the Trust Agreement throughout this proxy statement/prospectus, to allow MCAC to extend the period of time to complete an initial business combination pursuant to the First Extension, and (iii) to amend MCAC’s Amended and Restated Certificate of Incorporation to eliminate the limitation that MCAC shall not redeem public shares to the extent that such redemption would cause MCAC’s net tangible assets to be less than $5,000,001. The shareholders of MCAC approved each of the aforementioned proposals at the First Extension Meeting.

Due, in part, to unexpected delays in the preparation of this proxy statement/prospectus in the months following the signing of the First Merger Agreement Amendment, it became clear to the management teams of MCAC and ConnectM that they could not complete the business combination before the expiration of the First Extension and that MCAC would have to seek and obtain approval by its stockholders to further extend the deadline to complete the business combination in order to consummate the Closing.

Between March 15, 2024 and March 26, 2024, MCAC’s management and EF Hutton discussed further extending the time to complete the business combination, including the appropriate length of the extension and current market rate for extensions. EF Hutton again recommended an extension price of at least $0.45 per share. During the same period, the management teams of MCAC and ConnectM discussed EF Hutton’s recommendation and their mutual interest in extending MCAC’s deadline to consummate the Closing. Consistent with the Original Merger Agreement and the First Merger Agreement Amendment, MCAC and ConnectM agreed in principal to amend the Original Merger Agreement (as amended by the First Merger Agreement Amendment) to (subject to MCAC stockholder approval) extend the Outside Date by an additional six months (to November 13, 2024) and obligate ConnectM to pay the related extension fees of $0.45 per share per month extended (up to six months). On April 2, 2024, MCAC filed its preliminary proxy statement with respect to the special meeting of MCAC stockholders to approve the Second Extension scheduled for May 7, 2024. Between April 8, 2024 and April 10, 2024, Mintz and MCAC, on the one hand, and Burns & Levinson and ConnectM, on the other hand, exchanged drafts of the Second Merger Agreement Amendment, consistent with the agreement in principal described above. On April 12, 2024, the MCAC Board approved the Second Merger Agreement Amendment by unanimous written consent and ConnectM, MCAC and Merger Sub executed the Second Merger Agreement Amendment.

On May 7, 2024, MCAC held a special meeting of stockholders (the “Second Extension Meeting”) (i) to amend MCAC’s Amended and Restated Certificate of Incorporation to provide the MCAC Board with the right to extend the period of time to complete an initial business combination, or the Second Extension and (ii) to approve the adoption of Amendment No. 2 to the Investment Management Trust Agreement, dated as of May 10, 2022, with Continental Stock Transfer & Trust Company, which is also known as the Trust Agreement throughout this proxy statement/prospectus, to allow MCAC to extend the period of time to complete an initial business combination pursuant to the Second Extension. The shareholders of MCAC approved each of the aforementioned proposals at the Second Extension Meeting.

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The MCAC Board’s Reasons for the Approval of the Business Combination

As described above under “— The Background of the Business Combination”, the MCAC Board, in evaluating the Business Combination, consulted with MCAC’s management and legal advisors. In reaching its unanimous decision to approve the Merger Agreement and the Proposed Transactions, the MCAC Board considered a range of factors, including, but not limited to, the factors discussed below. Considering the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the MCAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The MCAC Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

This explanation of MCAC’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

In approving the Business Combination, the MCAC Board determined not to obtain a fairness opinion. The officers and directors of MCAC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including the enabling technologies in the clean transition sector, and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination.

The MCAC Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following:

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Due Diligence. MCAC’s management and the MCAC Board conducted due diligence examinations of ConnectM and held discussions with ConnectM’s management and MCAC’s legal advisors concerning MCAC’s due diligence examination of ConnectM;

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Attractive Market Valuation of Comparable Companies. MCAC’s management and the MCAC Board believe that the valuation of ConnectM represents attractive entry relative to a peer group, consisting of sixteen companies in the energy, solar, electric vehicle charging and Internet of Things sectors; considering that pro forma enterprise value is lower than that of the group average as of December 31, 2022 (the “Comparable Companies”);

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Track Record of Revenue. MCAC’s management and the MCAC Board believe that ConnectM’s track record of generating revenue is a commercial advantage that ConnectM can leverage to continue growing;

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Experienced and Proven Management Team. MCAC’s management and the MCAC Board believe that ConnectM has a strong management team, which is expected to remain with ConnectM to seek to execute the strategic and growth goals of the combined business;

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Other Alternatives. The MCAC Board believes, after a thorough review of other business combination opportunities reasonably available to MCAC, that the proposed Business Combination represents the best potential business combination for MCAC and the most attractive opportunity for MCAC based upon the process utilized to evaluate and assess other potential combination targets, and the MCAC Board’s belief that such process has not presented a better alternative; and

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Negotiated Transaction. The financial and other terms of the Merger Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between MCAC and ConnectM.

The MCAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

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Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the revenues of the combined business;

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Redemption Risk. The potential that a significant number of MCAC stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to MCAC’s existing charter, which would potentially make the Business Combination more difficult or impossible to complete, and/or reduce the amount of cash available to New ConnectM following the Closing;

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Shareholder Vote and Written Consent. The risk that MCAC’s stockholders may fail to provide the respective votes and written consents, respectively, necessary to effect the Business Combination;

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Closing Conditions. The fact that the Closing is conditioned on the satisfaction of certain closing conditions that are not within MCAC’s control;

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Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the Closing;

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Benefits May Not Be Achieved. The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

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No Third-Party Valuation. The risk that MCAC did not obtain a third-party valuation or fairness opinion in connection with the Business Combination;

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Existing MCAC Stockholders Receiving a Minority Position. The fact that existing MCAC stockholders will hold a minority position in New ConnectM following the Closing;

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Interests of MCAC’s Directors and Officers. The interests of the MCAC Board and MCAC’s officers in the Business Combination (see “Summary of the Proxy Statement/Prospectus — Interests of the Sponsor Certain Persons in the Business Combination”); and

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Other Risk Factors. Various other risk factors associated with ConnectM’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

ConnectM Financial Analysis

MCAC and ConnectM do not as a practice make public projections as to future revenue, earnings or other results. However, MCAC is including the following summary of certain ConnectM historical and internal, unaudited prospective financial information from ConnectM’s management’s projections solely because that information was made available to the MCAC Board in connection with its evaluation of the Business Combination. Inclusion of summary information regarding the financial forecasts in this proxy statement/prospectus is not intended to influence your decision whether to vote for the Business Combination.

The accompanying unaudited ConnectM historical and prospective financial information in this section was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to the preparation and presentation of prospective financial information, but, in the view of ConnectM’s management, was prepared on a reasonable basis, reflects the best then-currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance, in each case at the time such information was provided to the MCAC Board, which may be different from the information currently available at the time of filing this proxy statement/prospectus. As such, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

The following is a summary of the financial analyses prepared by MCAC’s management and reviewed by the MCAC Board in connection with the valuation of ConnectM. The summary set forth below does not purport to be a complete description of the financial analysis performed or factors considered by us nor does the order of the financial analysis described represent the relative importance or weight given to those financial analyses by the MCAC Board. We may have deemed various assumptions more or less probable than other assumptions, so the valuations implied by the analysis summarized below should not be taken to be our view of the actual value of ConnectM.

In order to fully understand the financial analysis, the data must be read together with the text of the summary, as the data alone does not constitute a complete description of the financial analysis performed

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by MCAC. Considering the data below without considering all financial analysis or factors or the full narrative description of such analysis or factors, including the methodologies and assumptions underlying such analysis or factors, could create a misleading or incomplete view of the processes underlying MCAC’s financial analysis and the recommendations of its board of directors.

The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, including, among others, risks and uncertainties set forth under “Risk Factors” and “Forward-Looking Statements and Risk Factor Summary” contained elsewhere in this proxy statement/prospectus. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of New ConnectM or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this proxy statement/prospectus should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

MCAC evaluated the growth opportunity for ConnectM’s clean energy technology and solutions for buildings (residential and light commercial) and All-Electric OEMs by characterizing the total potential market, the serviceable addressable market and the serviceable obtainable market.

The total potential market opportunity was estimated based upon top-down analysis of the U.S. home energy market using U.S. census information and information from the U.S. Energy Information Administration (EIA). The serviceable addressable market opportunity was estimated based upon the top-down analysis of the number of users that can be served by ConnectM in the regions that ConnectM expects to participate in the next five years. The serviceable obtainable market was estimated based upon a top-down analysis of the full potential of the three states ConnectM is currently serving.

Potential Markets. The total potential market for ConnectM’s clean energy and decarbonization services is substantial. According to the U.S. EIA data from the 2020 U.S. Census, there are 123.5 million Total Housing Units. According to ConnectM’s analysis of the average U.S. residential home, the average annual energy cost in terms of equipment purchase and operating expenses is $16,294. At a top-down level, the energy spend by U.S. families is over $2 trillion. This is the overall potential market for ConnectM’s clean energy and decarbonization services. We have not included Canada, European Union, and other large economies in this analysis, but it is a market that potentially can also be relevant for ConnectM’s services and will increase the total potential market.

Serviceable Addressable Market. ConnectM is planning to focus on New England, Mid Atlantic, and South Atlantic states in the United States in the next five years. These states have approximately 46.8 million homes which correspond to a serviceable addressable market size of $762 billion.

Serviceable Obtainable Market. The serviceable obtainable market opportunity was estimated based on the current states that have been targeted, including Massachusetts, Virginia and Florida. These states have approximately 14 million homes which correspond to a serviceable addressable market size of $228 billion.

In connection with its analysis, ConnectM provided MCAC with its internally prepared projections of revenue growth through 2023, as described below, which were prepared by ConnectM on December 13, 2022. These projections were prepared by ConnectM solely for internal use, are subjective in many respects and are therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or security holders.

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The below table summarizes financial projections provided by management of ConnectM to the MCAC Board as of December 13, 2022.

	Historical												Projected
P&L	2020		2021		Q1,22		Q2,22		Q3,22		Q4,22		2022		2023		2024
Revenue		2,044,512		4,378,703		2,669,096		3,851,408		4,788,984		5,000,000		16,309,487		52,000,000		99,000,000
COGS		1,769,404		2,558,987		1,757,953		2,728,091		3,038,079		3,100,000		10,624,123		31,200,000		59,400,000
Gross Profit		275,108		1,819,716		911,143		1,123,316		1,750,905		1,900,000		5,685,364		20,800,000		39,600,000
SG&A		2,526,838		4,393,542		1,359,108		1,677,442		1,665,512		1,600,000		6,302,062		14,560,000		27,720,000
EBITDA		-2,411,671		-2,727,473		-528,927		-588,445		-10,625		50,000		-1,077,997		6,240,000		11,880,000
One Time/Non Recurring Exp		-159,941		-153,647		-80,962		-34,319		-96,018		-250,000		-461,299		—		—
Adjusted EBITDA		-2,251,730		-2,573,826		-447,965		-554,126		85,392		300,000		-616,698		—		—

Although ConnectM had provided the MCAC Board with projections for 2024, the MCAC Board did not consider that information in its analysis of ConnectM’s value. The MCAC Board chose to rely on near-term projections, which the MCAC Board viewed as a more conservative approach to valuation and was more closely derived from actual and historical performance. Because of the uncertainties and assumptions necessary in the 2024 projections, the MCAC Board thought it was more accurate and in the best interest of its shareholders to limit the projections considered to 2023. ConnectM also has sales in India and Europe which are in the early stages. Since our decision was based on the 2023 projections, the MCAC Board did not factor in the market size associated with the Indian and European markets for the market size financial analysis. When presenting this financial information, there were no alternative models that were available nor any other models that were presented to MCAC.

The general assumptions to the projections developed by ConnectM include the following:

•

ConnectM will be able to create and offer new products and services to support its already existing products and services and to expand on its offering of products and services to its users;

•

ConnectM will be able to expand its business by way of one or more strategic acquisitions;

•

ConnectM will have sufficient human and financial capital and capacity to meet the anticipated demand for its products and services and to execute on strategic acquisitions;

•

ConnectM will not face any material disruptions, shutdowns or attacks to its systems, procedures or processes;

•

There are no material adverse changes to the competitive operating environment in which ConnectM operates; and

•

There are no changes to regulatory or compliance requirements or other laws that are materially adverse to ConnectM.

ConnectM’s projections assume that it will grow its business organically and through acquisition. As of the date of the creation of these projections, no potential acquisitions were subject to any definitive, binding agreements. Furthermore, the ConnectM projections assume growth through acquisition, even though targets of ConnectM may not have been specifically identified. Such assumptions surrounding acquisitions, even if a target had not been identified, were based upon what management reasonably believes based on previous acquisitions of businesses within similar industries and the actual results achieved in historical periods.

The projections outlined above were prepared in good faith by ConnectM’s management, based on their reasonable best estimates and assumptions with respect to the expected future financial performance of ConnectM (including any potential acquisitions) at the time the projections were prepared and speak only as of that time. ConnectM believes that the assumptions used to derive its forecasts were both reasonable and supportable as of that time. In preparing these models, ConnectM’s management relied on a number of factors, including the executive team’s experience, and the historical performance and track record of ConnectM.

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The projections, while presented with numerical specificity, reflect the assumptions discussed herein with respect to ConnectM’s performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties that are beyond ConnectM’s control. Multiple unknown factors, as well as the known factors described herein, could cause the projections or the underlying assumptions to be inaccurate.

When assessing the unaudited historical and forecasted financial information presented above to the actual results for each period noted below, the following was noted:

	2020		2021		2022		2023
Revenue		2,077,522		4,398,864		15,441,315		19,972,239
COGS		2,206,710		3,338,322		11,549,815		14,934,962
Gross Profit		(129,188)		1,060,542		3,891,500		5,037,277
SG&A		2,169,486		4,175,087		7,344,268		12,320,295
EBITDA		(2,298,674)		(3,114,545)		(3,452,768)		(6,991,103)
One Time/Non Cash Exp		193,279		293,523		1,006,201		784,988
Adjusted EBITDA		(2,105,395)		(2,821,022)		(2,446,567)		(6,206,105)

2020

Revenues were in line with the historical figures presented. However, COGS was slightly higher due to an increase in overall costs that were not expected, yielding less gross profit. SG&A was slightly lower due to cost controlling measures, causing EBITDA for the year ended December 31, 2020 to be less negative than expected. One-time/non-cash expenses were overall in line with the historical figures presented and Adjusted EBITDA was in line as well.

One time/non-cash expenses consisted of approximately $66 thousand in depreciation and amortization and approximately $126 thousand from a write off of inventory.

2021

Revenues were in line with the historical figures presented. However, continued increases in overall material costs that were not expected caused Gross Profit to decline as compared to the historical figures presented. SG&A was slightly lower due to continued cost controlling measures from an administrative perspective. However, continued increases in material costs caused EBITDA to decline as compared to the historical figures presented. One time/non-cash expenses were slightly higher than expected, however, the overall increase in COGS as compared to the historical figures presented caused Adjusted EBITDA to be less than presented.

One time/non-cash expenses consisted of approximately $237 thousand in depreciation and amortization, $42 thousand in non-cash related acquisition costs, and approximately $13 thousand in share-based compensation.

Projected 2022

Revenues were less than the historical figures presented primarily due to the acquisitions that were executed throughout the year ended December 31, 2022. Specifically, overall sales for these businesses acquired during this period were not in line with what was expected. Furthermore, continued increases in material costs caused COGS to be slightly higher than what was expected for the year ended December 31, 2022. These unforeseen circumstances caused an overall decline in Gross Profit as compared to what was expected for the year ended December 31, 2022. Increases in SG&A due to impairments in goodwill of $491 thousand and intangible assets of $99 thousand caused SG&A to be higher than originally expected for the year ended December 31, 2022.

One-time/non-cash expenses for the projected full year ended December 31, 2022 were expected to be $93 thousand pertaining to depreciation and amortization and $368 thousand pertaining to noncash

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acquisition related expenses. These differed from the actual one-time/non-cash expenses for the year ended December 31, 2022 as the Company recognized a goodwill impairment of $491 thousand and an impairment on certain definite lived intangible assets of $99 thousand, increasing the one-time/non-cash expenses for the year ended December 31, 2022 as compared to management’s projections.

Projected 2023

Revenues for the year ended December 31, 2023 were projected to be approximately $52 million. Approximately $24 million of the total $52 million of revenue was expected to be from existing operations, with approximately $28 million coming from expected acquisitions during the year ended December 31, 2023 that did not occur. Such acquisitions did not occur because ConnectM was focused on completing the business combination with MCAC. The total number of expected customers from existing operations driving approximately $24 million of revenue was 6,523 ($3,601 per active customer) as compared to 9,500 new customers driving approximately $28 million in revenue from expected acquisitions ($4,240 per active customer).

The Company assumed the total number of expected customers from existing operations in 2023 of 6,523 based upon historical trends, adjusted based upon the Company’s expectations of market penetration. Specifically, in 2022 the total number of customers attributable to existing operations was 6,212, which was approximately 16% higher than the total number of customers from existing operations in 2021. However, while the Company experienced significant growth in customers from 2021 and 2022 relating to ongoing and existing operations, management did not believe that such significant customer acquisition trends would continue. This was because customer acquisitions are finite within a geographic market in which the Company participates, and as customer acquisitions accelerated historically, new sources of new customers to continue such high acquisition rates, decline. As such, ConnectM discounted the customer growth rate from a 16% increase achieved from 2021 to 2022 to a 5% increase from 2022 to 2023. Management deemed this a reasonable assumption due to the continued expansion of the ConnectM brand and its operations, adjusted for management’s expectation of a slowdown in customer acquisition.

The Company assumed a total dollar value per active customer from existing operations of $3,601 in 2022 based upon historical trends, adjusted based upon the Company’s expectations. Specifically, in 2022 the total dollar value per active customer was $1,795, a 15% increase over 2021. In 2021, the Company experienced significant increases in the value per active customer over the value in 2020 well in excess of 100%. However, management did not believe that such significant dollar value per active customer would continue in 2023 due to the fact that such significant percentage increases in the past were based on the lower revenue of the Company prior to 2021. Rather, management developed a trend of the value per active customer throughout 2021 and 2022. This trend was based upon what management believed to be reasonable assumptions in dollar value per active customer growth. Based upon this trend, ConnectM discounted the 15% increase experienced in 2022 over 2021 to 10% for 2023. While this was lower than historical periods, management believed that a continued, just lower, increase in the dollar value per active customer would be achieved. This increased dollar value per active customer was supported by the Inflation Reduction Act, passed into law in 2022. The mix of tax incentives, grants, loan guarantees, and clean transportation incentives would in turn cause an expansion of the dollar value per active customer, but not as significant as historical levels.

The Company assumed the total number of expected customers from acquisitions of 9,500 in 2023 based upon the dollar value and number of acquisitions expected. In 2023, ConnectM expected it would experience a significant inflow of capital from the completion of the transaction with MCAC of approximately $35 million. Through the utilization of this capital, the Company expected to complete multiple acquisitions. The total number of customers expected to be acquired associated with each acquisition was based upon the size of the expected acquisitions relative to the acquisitions completed by ConnectM in historical periods. Additionally, the Company expected $4,240 per active customer for these acquired entities. This dollar amount assumed within management’s model was based upon the actual dollar per active customer achieved for those entities acquired in 2022. Management believed that this assumption was reasonable based upon the nature of the entities acquired in 2022 and the nature of the entities that ConnectM would consider acquiring in 2023. Management considered the dollar value per active customer in 2023 and believed that the utilization of the actual dollar value per customer for its acquired entities achieved in 2022 was a reasonable assumption.

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Gross Margin was expected to increase by 4% improvement in 2023 as compared to the same period for the year ended December 31, 2022. This was primarily driven by expected cost declines in materials and further higher Gross Margins within businesses expected to be acquired during the year ended December 31, 2023. Specifically, management considered the decline in gross margin actually experienced throughout 2022 due to continued increases in material costs, which was approximately 3% less than the gross margin experienced, based upon unaudited historical figures, from 2021 to 2022. However, margin was still expected to increase due to cost declines that management expected would be experienced in the market throughout 2023, which, based upon their understanding of the overall market, was deemed reasonable. Additionally, SG&A had been decreasing as a percentage of revenue during each of the periods noted (107% in 2020, 74% in 2021, and 38% in 2022). This continued trend resulted in ConnectM expecting SG&A to be approximately 25% of revenue, which is in line with the continued decline as a percentage of revenue because most of such SG&A costs are fixed. These assumptions yielded an expected EBITDA margin of 12%.

Such projected financial figures were based upon historical trends for ConnectM’s existing operations, while Revenue, COGS, and SG&A for entities expected to be acquired during the year ended December 31, 2023 were based upon management’s best available assumptions at the time, taking into consideration historical trends of the expected acquired entities, actual results for other similar entities acquired by ConnectM, and other macroeconomic factors, such as expected increases in interest rates. Such projections were deemed reasonable by management of ConnectM.

As ConnectM did not acquire any incremental entities during the year ended December 31, 2023, such financial results through December 31, 2023 as included within this proxy/registration statement differ. As it relates to the financial information for the year ended December 31, 2023, ConnectM noted that revenues from ConnectM’s existing operations declined. This is primarily due to a slowdown in the solar industry in the state of Florida because weather over the summer months was milder than normal, causing less demand than expected. Furthermore, headwinds developed as a result of increases in interest rates impacted ConnectM’s overall revenue expansion. This was because customers could not as easily obtain financing for larger projects, causing a decline in expected revenues. The total number of yearly active customers for ConnectM’s existing operations during the year ended December 31, 2023 was 8,385, exceeding projections by approximately 13.2%. However, the total revenue per active customer was approximately $2,943, or 19% less than projections due to the aforementioned reasons.

Projected 2024

Revenues for the year ended December 31, 2024 were projected to be approximately $99.0 million. Approximately $73.4 million of the total $99.0 million of revenue was expected to be from existing operations, inclusive of acquisitions that were expected during 2023, with approximately $25.4 million coming from expected acquisitions during the year ended December 31, 2024. As discussed above, ConnectM did not execute any acquisitions during the year ended December 31, 2023. The total number of expected customers from existing operations driving approximately $73.4 million of revenue was 16,824 ($4,378 per active customer) as compared to 20,000 new customers driving approximately $25.4 million in revenue from expected acquisitions ($4,240 per active customer).

The Company assumed the total number of expected customers from existing operations of 16,824 in 2024 based upon historical trends, adjusted based upon the Company’s expectations of market penetration. Similar to 2023, the Company assumed a 5% growth rate in total organic customer growth. This was deemed reasonable due to the fact that the Company had expected to complete multiple acquisitions in 2023. Thus, the Company had increased opportunity to expand the ConnectM brand in new markets, allowing for expanded opportunities for growth. As such, management deemed it appropriate to keep the growth in the total number of active customers from 2023 to 2024 consistent with the growth expected from 2022 to 2023.

The Company assumed a total dollar value per active customer from existing operation of $4,378 in 2024 based upon historical trends, adjusted based upon the Company’s expectations. Similar to 2023, the Company assumed an increase of 10% in the dollar value per active customer. This was based upon the assumption that the significant increase in total dollar value per active customer would not achieve the significant growth rates achieved in prior periods, but would rather remain consistent with prior periods.

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Specifically, due to the number of acquisitions and the expansion in the ConnectM brand that was achieved in 2022, the Company believed that a normalized growth rate of 10%, which is in line with 2023 was deemed reasonable. This was considered by management to be further supported by the continued grants and incentives offered by the Inflation Reduction Act, passed in 2022.

The Company assumed the total number of expected customers from acquisitions of 20,000 in 2024 based upon the dollar value and number of acquisitions expected. The Company expected it would experience a significant inflow of capital from the completion of the transaction with MCAC in 2023. The cash flows from the expanded operations resulting from these acquisitions assumed in 2023 were expected to fund additional significant acquisitions throughout 2024. Similar to 2023, the total number of customers expected to be acquired associated with each acquisition was based upon the size of the expected acquisitions relative to the acquisitions completed by the Company in historical periods. Additionally, the Company expected $4,240 per active customer for these acquired entities. This dollar amount assumed within management’s model was based upon the actual dollar per active customer achieved for those entities acquired in 2022 and consistent with 2023. Management believed that this assumption was reasonable based upon the nature of the entities acquired in 2022 and the nature of the entities that ConnectM would consider acquiring in 2024.

Gross Margin was expected to have 2% improvement in 2024 as compared to the same period for the year ended December 31, 2022. This was primarily driven by expected higher Gross Margins within businesses expected to be acquired during the year ended December 31, 2023 and December 31, 2024. Margin was also expected to increase due to cost declines that management expected in 2023 that would remain consistent throughout the market in 2024, which, based upon their understanding of the overall market, was deemed reasonable. Additionally, as discussed above, SG&A had been decreasing as a percentage of revenue during each of the periods noted (107% in 2020, 74% in 2021, and 38% in 2022). This continued trend resulted in ConnectM expecting SG&A to be approximately 11% of revenue, which is in line with the continued decline as a percentage of revenue as most of these costs are fixed. These inputs yielded an expected EBITDA margin of 18%.

Such projected financial figures were based upon historical trends for ConnectM’s existing operations, while Revenue, COGS, and SG&A for entities expected to be acquired during the year ended December 31, 2024 were based upon management’s best available assumptions at the time, taking into consideration historical trends of the expected acquired entities, actual results for other similar entities acquired by ConnectM, and other macroeconomic factors expected. Such projections were deemed reasonable by management of ConnectM.

Historical Revenue Growth

ConnectM tracks its performance in terms of installed base, yearly active customers, and sales per yearly active customer. ConnectM’s business plans are based on driving growth in the yearly active customers and sales per yearly active customer. Being a strong technology platform-based business, ConnectM attempts to grow revenues and gross margin by mining its installed base of customers for new services, an efficient digital marketing effort to acquire new customers, and acquisition of select niche solar/storage, HVAC, and water heater service providers, and consolidation of its customers’ management and service delivery operations into ConnectM’s platform. The key business metrics that ConnectM monitors are yearly active customers and revenue associated with each yearly active customer.

In the period from fiscal 2020 to fiscal 2022, ConnectM revenue grew from $2.08 million in 2020 to $4.39 million in 2021 to $15.44 million in year end revenues for 2022. From 2020 to 2022, this corresponds to a revenue compounded annual growth rate (“CAGR”) of 687%.

In 2020, ConnectM acquired two companies: Designed Temperatures, LLC and Babione’s Air Conditioning & Cooling LLC. In 2021, ConnectM acquired three companies: Absolutely Cool Air Conditioning LLC, AC Medics LLC and Mark Alfano Air Conditioning, Inc. In 2022, ConnectM acquired six companies: Cazeault Solar and Home LLC, Bourque Heating & Cooling Co. Inc, B&L Equipment LLC, AirFlow Service Company, Blue Sky Electric Inc and Florida Solar Products Inc.

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From 2020 to 2022, the number of yearly active customers and the revenue per yearly active customer have grown at a CAGR of 119% and 71%, respectively. This growth was made possible by acquisitions and growth of the organic business using the ConnectM technology platform for data mining and targeted digital marketing.

Revenue Growth Projection

The purpose of the proposed merger between MCAC and ConnectM is to help drive the revenue growth of ConnectM organically, using the ConnectM technology platform, and through acquisitions. As mentioned earlier, ConnectM is able to increase yearly active customers and revenue per yearly active customer by acquisitions, data mining of their installed user base and targeted digital marketing efforts. These efforts have been the drivers of strong growth for ConnectM in the past and are expected to do so going forward.

From 2020 to 2022, the number of yearly active customers and the revenue per yearly active customer have grown at a CAGR of 119% and 71%, respectively.

As of December 13, 2022, ConnectM had revenue projections of $52 million in 2023, which was modeled at a growth rate of 94% in yearly active customers, a 60% increase in the revenue per yearly active customers and $4,215 of revenue per yearly active customer. Each of these projected growth rates were lower than the CAGR of such metrics from 2020 to 2022. MCAC modeled a “base” case of $42 million in 2023 revenues for ConnectM and a “conservative case” of $37.5 million in 2023 revenues for ConnectM. For the “base” case, MCAC modeled a growth rate of 79% in yearly active customers, a 40% increase in revenue per yearly active customers and $3,688 of revenue per yearly active customer. For the “conservative” case, MCAC modeled a growth rate of 59% in yearly active customers, a 40% increase in revenue per yearly active customers and $3,688 of revenue per yearly active customer. Each projected growth rate used for the “base” and “conservative” cases were lower than the CAGR of such metrics from 2020 to 2022, as well as ConnectM’s projected CAGR for 2023.

ConnectM had positive adjusted EBITDA in the third and fourth quarters of 2022. Adjusted EBITDA is calculated as EBITDA minus one-time non-recurring expenses. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net loss, as determined in accordance with GAAP. ConnectM’s acquisitions in 2022 all involved EBITDA positive businesses and ConnectM intends to focus on the acquisition of EBITDA positive businesses going forward.

Gross Margin Projections

The ConnectM business has been built by acquisition of niche solar/storage, HVAC, and water heater service providers and consolidation of its customer’s management and service delivery operations into ConnectM’s platform. ConnectM has been able to operate and scale service hubs at a marginal cost relative to competitors, without hiring personnel for core sales, operations, and vendor management. ConnectM collects data with its proprietary network of IOT sensors and intelligence platform to simplify the purchase and deployment of electrification services compared to legacy general contractors. By being a one stop shop for all services, ConnectM reduces the time, effort and cost for customers and ConnectM believes that makes its services more attractive than its competition.

ConnectM’s gross margin in 2022 was 25%. In 2020 and 2021, ConnectM’s gross margin was -6% and 24%, respectively. In 2023 and 2024, ConnectM’s gross margin is projected to be 40%. ConnectM’s projections for 2023 and 2024 are largely based upon plans to invest proceeds from the business combination into gross margin expansion initiatives, including data mining of user base to target digital marketing that will reduce the cost of customer acquisition for new jobs, shared services across various newly acquired businesses. If redemptions of MCAC’s Class A common stock are substantial, the proceeds of the business combination will decline significantly. This can have a significant impact on ConnectM’s ability to invest in future gross margin initiatives, and could cause gross margin to not expand in line with the projections presented herein.

The ConnectM technology platform also allows for proactively scheduling service activities that allows for managing labor resource activities more efficiently and reducing travel and labor costs. Based on long

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term trends in 2023 onwards, costs for solar panels and batteries are expected to reduce in 2023 after having increased briefly in 2022 due of supply chain issues. We are not factoring in any significant changes of equipment prices in 2023 compared to 2022. We expect solar and battery prices to come down and expect a possible increase in HVAC costs. For 2023, we have not assumed any increase in sales prices for ConnectM.

ConnectM believes that the key to its gross margin growth is the ConnectM platform. The cost of customer acquisition is driven down by the digital marketing and data mining of the installed base of users. Labor costs are managed by scheduled testing of equipment life online to plan preventative repair which is a benefit for the customers and a resource planning tool for ConnectM.

During 2022, there were large disruptions in supply chains and significant increases in commodity prices that led to substantial increases in equipment prices across the energy sector. The supply chain issues present in 2020 and 2021 have dissipated but some equipment can still have long lead times for delivery. ConnectM expects a stable supply of equipment and no price spikes for equipment in 2023. ConnectM’s gross margin projections assume no change in the current macroeconomic and geo-political climate, including supply chain backlogs, the COVID pandemic, labor market difficulties, raw materials inflation, and labor market tightness. Deterioration of these conditions could increase the costs of goods sold and adversely impact on gross margins.

Adjusted EBITDA margins provided by ConnectM are as follows including the projection for 2023:

	In US$
	2020		2021		Q1, 22		Q2, 22		Q3, 22		Q4, 22		2022		2023
Adjusted EBITDA		(2,251,730)		(2,573,826)		(447,965)		(554,126)		85,392		300,000		(616,968)		6,240,000

ConnectM had positive adjusted EBITDA in the second half of 2022 and is projected to be EBITDA positive in 2023.

Although the assumptions and estimates on which the forecasts for revenue and costs are based are believed by ConnectM’s management to be reasonable and based on the best then-currently available information, the financial forecasts are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond ConnectM’s control. While all forecasts are necessarily speculative, ConnectM believes that the prospective financial information covering periods beyond twelve months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and forecasted results, and actual results may be materially greater or materially less than those contained in the forecasts.

The forecasts were requested by, and disclosed to, MCAC for use as a component in its overall evaluation of ConnectM and are included in this proxy statement/prospectus on that account. ConnectM has not warranted the accuracy, reliability, appropriateness or completeness of the forecasts to anyone, including to MCAC. Neither ConnectM’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of ConnectM compared to the information contained in the forecasts, and none of them intends to or undertakes any obligation to update or otherwise revise the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the forecasts are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. ConnectM will not refer back to these forecasts in its future periodic reports filed under the Exchange Act. In addition, Neither ConnectM’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projected financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projected financial information.

Because of the significant amount of time that is expected to pass between the signing of the Merger Agreement and the date that the business combination will close, changes in the macro-economic environment, regulations, and other factors that may be beyond the parties’ control during this time, ConnectM’s value today could have changed materially from when the Merger Agreement was signed. Furthermore, there can

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be no assurance that MCAC would come to the same conclusion as to ConnectM’s value today as it did on the date that the Merger Agreement was signed.

Notwithstanding the foregoing, the MCAC Board continues to believe that the 2023 revenue projections for ConnectM are an accurate representation of the company’s post-transaction enterprise value of $186 million for the following reasons:

•

The ConnectM financial projections still reflect the best estimations of ConnectM’s management because the projections were based on the assumption that the proceeds from the consummation of the Business Combination would be available to the Combined Company to support organic growth and capital for potential acquisitions;

•

The MCAC Board believes that ConnectM has significant room for growth in its industry; and

•

ConnectM’s services and products address decarbonization and electrification in the residential home market that have strong tailwinds because of the global effort towards carbon reduction and also because of the strong policy framework and grants made possible by the Inflation Reduction Act and the Bipartisan Infrastructure Law together represent historic investments in the modernization of the nation’s energy system.

ConnectM reported organic revenue growth of approximately 29% for the year ended December 31, 2023 compared to the year ended December 31, 2022 driven primarily by increases in the number of yearly-active-customers and revenue per yearly-active-customer. The acquisitions of Airflow Service Company, Inc. in May 2022 and Florida Solar, Inc. in December 2022 contributed to the increase in such metrics for 2023. This revenue growth has been accomplished with no additional capital being made available to ConnectM as a result of the delay in the closing of the Business Combination. This increase in both metrics has also been driven by ConnectM’s ability to convert more customers in its database to yearly-active-customers and additionally offer a broader array of products and services to customers identified through acquisitions in 2022.

MCAC reviewed the financial statements of ConnectM as they became available. MCAC’s management believes that the failure to meet the 2023 projections was caused by the delay in consummating the Business Combination. In view of the valuation method used at the time of the execution of the Merger Agreement, MCAC does not believe the failure to meet 2023 projections results in a material change in the valuation of ConnectM.

This information should be read in conjunction with “ConnectM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the audited financial statements of ConnectM included elsewhere in this proxy statement/prospectus.

Valuation Analysis

MCAC has identified a peer group of 16 publicly traded companies comparable to ConnectM, which was presented to MCAC by EF Hutton in a peer group analysis prepared by EF Hutton. The peer group consisted of four different sub-groups, each representing all aspects of the market served by ConnectM. Each of the publicly traded companies in the peer group were selected because of their respective market leadership positions, large and fragmented markets and diverse customer base and complex sourcing networks. When MCAC identified the peer group, each was required to manufacture commercial products, have material product revenue over multiple years and could not be a development-stage company nor have development-stage products. Further, each company included in the analysis had commercial products and revenues. All possible companies that fit this criteria were included in the valuation analysis. Notwithstanding, none of these selected public companies are viewed as directly comparable to ConnectM and they operate in different sectors, and such companies are significantly larger enterprises, with more diversified product bases, distribute products into different end markets, and have larger financial resources than ConnectM. The four sub-groups were Energy, Solar, Electric Vehicle Charging and Internet of Things (IoT). The Energy sub-group consisted of Comfort Systems USA, Inc., A.O. Smith Corporation, Enphase Energy, Inc. and Stem, Inc. The Solar sub-group consisted of Vivint Smart Home, Inc., SolarEdge Technologies, Inc., Sunnova Energy International Inc., Sunrun Inc. and Altus Power Inc. The Electric Vehicle Charging sub-group

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consisted of Blink Charging Co, Wallbox N.V. and ChargePoint Holdings, Inc. The IoT companies consisted of Samsara Inc., Altair Engineering Inc., Bentley Systems, Incorporated and CCC Intelligent Solutions Holdings Inc.

The data for the enterprise value and revenue projections of ConnectM for 2023 was compiled on December 31, 2022. Median values were used for the peer group to provide a most representative comparison with this group.

The table below summarizes observed historical and projected financial performance and trading multiples of the selected companies were sourced from S&P CapIQ data as of December 21, 2022.

Industry: Energy

Company Name	Symbol	EV/ Revenue 2023E		EV/ EBITDA 2023E		Revenue 2023E			EBITDA 2023E			CAGR 2021 – 2023E
Comfort Systems USA, Inc.	FIX		1.0x		12.3x		$	4,407.1		$	373.3		19.7%
A.O. Smith Corporation	AOS		2.3x		11.6x		$	3,722.5		$	736.9		2.6%
Enphase Energy, Inc.	ENPH		13.0x		42.4x		$	3,147.6		$	965.4		50.9%
Stem, Inc.	STEM		2.8x		410.9x		$	635.4		$	4.4		123.4%

Industry: Solar

Company Name	Symbol	EV/ Revenue 2023E		EV/ EBITDA 2023E		Revenue 2023E (millions)			EBITDA 2023E (millions)			CAGR 2021 – 2023E
Vivint Smart Home, Inc.	VVNT		2.9x		6.4x		$	1,741.9		$	776.8		8.5%
SolarEdge Technologies, Inc.	SEDG		4.1x		22.5x		$	3,997.4		$	732.0		42.7%
Sunnova Energy International Inc.	NOVA		10.7x		31.8x		$	683.7		$	230.7		68.2%
Sunrun Inc.	RUN		5.9x		-94.2x		$	2,488.1		$	(156.0)		24.3%
Altus Power, Inc.	AMPS		7.1x		11.9x		$	184.8		$	110.9		60.4%

Industry: Electric Vehicle Charging

Company Name	Symbol	EV/ Revenue 2023E		EV/ EBITDA 2023E		Revenue 2023E			EBITDA 2023E			CAGR 2021 – 2023E
Blink Charging Co.	BLNK		5.6x		-8.2x		$	98.4		$	(67.2)		116.8%
Wallbox N.V.	WBX		1.7x		-15.7x		$	356.8		$	(39.0)		123.3%
ChargePoint Holdings, Inc.	CHPT		6.6x		-12.4x		$	479.6		$	(256.8)		80.9%

Industry: Internet of Things (IoT)

Company Name	Symbol	EV/ Revenue 2023E		EV/ EBITDA 2023E		Revenue 2023E			EBITDA 2023E			CAGR 2021 – 2023E
Samsara Inc.	IOT		9.0x		-72.4		$	637.1		$	(78.8)		59.7%
Altair Engineering Inc.	ALTR		5.9x		32.0x		$	605.7		$	112.4		6.7%
Bentley Systems, Inc.	BSY		10.0x		29.0x		$	1,203.1		$	414.4		11.7%
CCC Intelligent Solutions Holdings Inc.	CCCS		7.2x		18.2x		$	847.1		$	333.2		10.9%

MCAC analyzed the 2023 revenue projections and public market valuations of the previously mentioned comparable companies as a group and used the median values for the peer group to compare with the projection models for ConnectM mentioned above.

Based on an implied post transaction enterprise value of $186 million, ConnectM’s expected enterprise value multiple for 2023E revenue is 3.6x, while the peer group median EV/2023E revenue multiple was 5.9x

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on December 31, 2022, which is the median value of the “EV/Revenue 2023E” column in the revenue projections of the peer group as evidenced in the above table. In the Revenue Projection section, we introduced the scenarios corresponding to the base case and the conservative case. The MCAC base case for ConnectM has an expected enterprise value multiple for 2023E revenue of 4.4x and MCAC conservative case has an expected enterprise value multiple for 2023E revenue of 5.0x. In comparison to the peer group median, ConnectM’s EV/2023E revenue multiple represented a 39% discount, the MCAC base case a 25% discount and the MCAC conservative case represents a 15% discount.

ConnectM’s projected revenue for 2023 was based on $24 million in organic growth and $28 million in revenue accrued from acquisitions. MCAC further assumed that the Business Combination would close in March 2023, which would provide ConnectM with at least $25 million and revenue from the acquisitions would be recognized from January 2023. MCAC developed a “base” case in which the transaction closed in May of 2023 and “conservative” case in which the transaction closed in July 2023. The “base” case would allow only approximately seven months of revenue accrual from acquisitions and the “conservative” case would allow only five months of revenue accrual in 2023. The “base” case is modeled at a cumulative growth rate of 79% in yearly active customers, an average 40% increase in revenue per yearly active customers and an average $3,688 of revenue per yearly active customer. This reduces the revenue accrued from acquisitions to $18 million and a total revenue for the year of $42 million. The “conservative” case is modeled at a cumulative increase of 59% in yearly active customers, an average 40% increase in revenue per yearly active customers and an average revenue per yearly active customer of $3,688. This reduces the revenue accrued from acquisitions to $13.5 million and a total revenue for the year of 2023 to $37.5 million.

	EV/’23 Revenue Multiple
Peer group median		5.9x
ConnectM projection		3.6x
MCAC base case		4.4x
MCAC conservative case		5.0x

The components of the $186 million enterprise value are made up of the following:

•

$145 million equity to ConnectM;

•

$101.2 million in equity from MCAC shareholders (assuming no redemptions);

•

$23 million in equity of the Sponsor;

•

$1.38 million in equity to advisors and service providers in lieu of cash fees; and

•

Less: $84.6 million in cash on MCAC’s balance sheet.

The MCAC Board viewed the $186 million implied enterprise value as an attractive and fair valuation for potential new investors as it represented a 3.6x EV/2023E revenue multiple, which is at a significant discount to its peer group which had a 5.9x EV/2023E revenue multiple. The magnitude of ConnectM’s discount to the peer companies led the MCAC Board to believe that the $186 million valuation was favorable. Our investment banking representative, EF Hutton, assisted in the preparation of this comparative analysis.

Although MCAC did not seek a third party valuation, and did not receive any report, valuation or opinion from any third party, in connection with the Business Combination, the MCAC Board has significant experience in private equity investment, corporate strategy development, finance and acquisition, business operations, financial statement analysis and accounting issues, and believes that it was qualified to make a determination as to the fairness of the consideration being paid to ConnectM.

Given the revenue multiple discounts to the publicly traded comparable companies, MCAC’s management and its board of directors believed the purchase price to be fair to the MCAC shareholders. The analysis was prepared by MCAC management based on its judgment. The analysis above should not be deemed determinative of fact and of future results. This analysis reflects the best currently available

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estimates and presents to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of ConnectM.

Satisfaction of 80% Test

Nasdaq rules require that any business combination that MCAC closes has a fair market value of at least 80% of the amount held in the Trust Account (such requirement, the “80% test”). At signing of the Merger Agreement, the Trust Account had approximately $93,424,196 in it, 80% of which would be approximately $74,739,357. MCAC will pay ConnectM’s stockholders 14.5 million shares of its common stock to acquire ConnectM except for other considerations, which, based on the closing price of the MCAC Common Stock on the day prior to announcement of the transaction ($10.03 per share) was valued in excess of $145 million. Since the $145 million being paid was determined to be fair by the MCAC Board and well in excess of 80% of the amount in the Trust Account, the MCAC Board determined that Nasdaq’s 80% test was satisfied.

Basis for Business Combination Decision

After careful consideration, the MCAC Board recommends that its shareholders vote “FOR” the approval of the Business Combination.

The key elements of MCAC’s financial analysis included:

•

Compelling opportunity of higher revenue and CAGR of approximately 183% from 2020 – 2022;

•

Expectations of a future profitable business model with significant operating leverage; gross margins of 33% in 2022 projected to increase to 40% in 2023; adjusted EBITDA positive in the second half of 2022;

•

Strong and established customer pipeline provides revenue visibility; and

•

Attractive valuation compared to a 16-company peer cohort when analyzed in terms of EV/ 2023 projected revenue.

The MCAC Board looked at valuation based on the forecast provided by ConnectM management for FY 2023. The MCAC Board considered several key factors including level of customer acceptance, regulatory requirements, competition, size of addressable market and experience of management. The MCAC Board compared the scale of ConnectM and growth outlook to valuation multiples of relevant publicly traded and related equipment sectors. This analysis resulted in a favorable comparison of ConnectM at $186 million enterprise value relative to the comparable group of companies.

The MCAC Board also considered certain risks related to ConnectM’s business and the proposed business combination, including:

•

Macroeconomic uncertainty and the effects it could have on the revenues of the combined business;

•

Redemption Risk and cash requirements at the business combination;

•

The risk that MCAC did not obtain a third-party valuation or fairness opinion in connection with the Business Combination because the MCAC Board has significant experience in private equity investment, corporate strategy development, finance and acquisition, business operations, financial statement analysis and accounting issues, and believes that it was qualified to make a determination as to the fairness of the consideration being paid to ConnectM; and

•

Time to complete the business combination.

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that ConnectM, its management, board of directors, or its affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not fact and should not be relied upon as being indicative of future results, and readers of this proxy statement/prospectus, including investors or stockholders,

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are cautioned not to place undue reliance on this information. We will not refer back to the financial projections in our future periodic reports filed under the Exchange Act.

This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. ConnectM periodically updates its internally developed forecasts as new information is obtained.

The prospective financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, ConnectM’s management.

Key assumptions of ConnectM management’s model include:

•

2023 projected revenue of $52 Million based on the following assumptions:

•

Yearly active customers projected to increase from 6,212 in 2022 to approximately 12,052 in 2023 based on data mining of user base and targeted digital marketing; and new acquisitions;

•

Revenue per yearly active customers projected to increase from $2,625 in 2022 to $4,315 in 2023 based on data mining of user base and targeted digital marketing to upsell new services to the installed base of customers;

•

Gross margin projected to improve to 40% in 2023 (from 25% in 2022), due to smart data mining of installed base, targeted digital advertising and economy of scale; and

•

Adjusted EBITDA margin projected to improve to +12% in 2023 (from -71% in 2021 and -20% in 2022), due to improvement of gross margin and lower operating overhead as a percentage of revenue resulting from due to smart data mining of installed base, targeted digital advertising, and economy of scale.

The projected revenue is based on the assumptions of projected sales volume and customer acceptance rate, as reflected in the information provided by ConnectM management. The ConnectM projected revenue is based on the assumption that the business combination will provide sufficient capital to grow the ConnectM business. The revenue growth is based on an increase in the number of yearly active customers and the revenue per yearly active customers. The engines for this growth are based on data mining of user base and targeted digital marketing to upsell new services to the installed base of customers; and targeted acquisition of select solar, HVAC and related residential energy services businesses.

MCAC and its advisors conducted numerous due diligence discussions with the ConnectM management team regarding the ConnectM forecast and underlying assumptions focusing on status of customer transactions, competitive position, margin assumptions and review of customer level activity detail.

The analysis was prepared by MCAC’s management team based on its judgment. The analysis above should not be deemed determinative of fact or future results. This analysis reflects the best estimates and presents to the best of management’s knowledge and belief at the time they were made, the expected course of action and the expected future financial performance of ConnectM.

Current Market Conditions

Because of the significant amount of time that is expected to pass between the signing of the Merger Agreement and the date that the transaction will close, changes in the macro-economic environment, regulations, and other factors that may be beyond the parties’ control during this time, ConnectM’s value today could have changed materially from when the Merger Agreement was signed. Furthermore, there can be no assurance that MCAC would come to the same conclusion as to ConnectM’s value today as it did on the date that the Merger Agreement was signed.

Notwithstanding the foregoing, the MCAC Board continues to believe that ConnectM represents an attractive company to stockholders and continues to recommend that stockholders vote in favor of the Business Combination Proposal for the following reasons:

•

The ConnectM financial projections still reflect the best estimations of ConnectM’s management because the projections were based on the assumption that the proceeds from the consummation of

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the Business Combination would be available to the Combined Company to support organic growth and capital for potential acquisitions;

•

The MCAC Board believes that ConnectM has significant room for growth in its industry; and

•

ConnectM reported organic revenue growth of approximately 34% for the year ended December 31, 2023 compared to the nine months ended December 31, 2022 driven primarily by increases in the number of yearly-active-customers and revenue per yearly-active-customer. The acquisitions of Airflow Service Company, Inc. in May 2022 and Florida Solar, Inc. in December 2022 contributed to the increase in such metrics for 2023. This revenue growth has been accomplished with no additional capital being made available to ConnectM as a result of the delay in the closing of the Business Combination. This increase in both metrics has also been driven by ConnectM’s ability to convert more customers in its database to yearly-active-customers and additionally offer a broader array of products and services to customers identified through acquisitions in 2022.

As previously stated (see “ConnectM Financial Analysis”), MCAC reviewed the financial statements of ConnectM as they became available. MCAC’s management believes that the failure to meet the 2023 projections was caused by the delay in consummating the Business Combination. In view of the valuation method used at the time of the execution of the Merger Agreement, MCAC does not believe the failure to meet 2023 projections results in a material change in the valuation of ConnectM.

Interests of the Sponsor and Certain Persons in the Business Combination

When you consider the recommendation of the MCAC Board in favor of approval of the Business Combination Proposal and other Proposals, you should keep in mind that MCAC’s directors and officers, as well as the Sponsor, have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. Certain officers and directors of MCAC have pecuniary interests in such investments through their ownership interest in the Sponsor. None of the Sponsor or current officers or directors of MCAC will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination or as described above. The interests of the Sponsor or current officers or directors of MCAC may be different from or in addition to (and which may conflict with) your interest.

These interests include, among other things:

•

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•

The fact that if an initial business combination is not completed by November 13, 2024 (unless such time period has been extended as described herein), the 3,040,000 MCAC Private Placement Warrants purchased for a total purchase price of $3,040,000, will be worthless. Such Private Placement Warrants had an aggregate market value of approximately $60,800, based on the closing price of our common stock of approximately $0.02 on the Nasdaq Capital Market as of May 9, 2024.

•

fact that if an initial business combination is not consummated by November 13, 2024, our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of an aggregate amount of $4,438,711 as of the date of this filing, which investment included (i) $25,000 for the initial investment from the Sponsor for the Founder Shares, (ii) $3,040,000 for the purchase of the MCAC Private Placement Warrant by the Sponsor, (iii) $113,600 in unpaid administrative service fees, (iv) $1,254,457 in working capital loans, (v) $4,860 in cash advances from the Sponsor and (vi) $794 in reimbursable amounts owed to a director of MCAC.

•

Exercise of MCAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

•

If the Business Combination is completed, certain of our officers and directors, including Bala Padmakumar, may continue to serve as directors of New ConnectM. As such, in the future they may receive any cash fees, stock options or stock awards that the New ConnectM Board determines to pay to its directors.

•

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

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Appraisal Rights

There are no appraisal rights available to MCAC’s stockholders in connection with the Merger.

Anticipated Accounting Treatment

It is anticipated that the Business Combination will be accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting, MCAC will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the MCAC stockholders are expected to have a majority of the voting power of the Combined Company, ConnectM will comprise all of the ongoing operations of the Combined Company, ConnectM will comprise a majority of the governing body of the Combined Company, and ConnectM’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of ConnectM issuing shares for the net assets of MCAC, accompanied by a recapitalization. The net assets of MCAC will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of ConnectM.

Nasdaq Stock Market Listing

MCAC Public Units, shares of MCAC Class A Common Stock, MCAC Public Warrants and MCAC Rights are currently listed on the Nasdaq Stock Market (“Nasdaq”) under the symbols “MCACU,” “MCAC”, “MCACW,” and “MCACR” respectively. MCAC has filed an initial listing application for the Combined Company with Nasdaq and believes that the Combined Company will satisfy all criteria for initial listing upon completion of the Merger. If the application is approved, upon completion of the Merger, it is expected that the common stock and warrants of the Combined Company will trade on Nasdaq under the symbols “CNTM” and “CNTMW,” respectively. MCAC has agreed to use reasonable efforts cause the common stock to be issued in connection with the transactions to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Closing Date. In addition, under the Merger Agreement, each of MCAC’s and ConnectM’s obligation to complete the Merger is subject to the satisfaction or waiver by each of the parties, at or prior to the Merger, of various conditions, including that the shares of MCAC Common Stock to be issued pursuant to the Merger Agreement have been approved for listing (subject to official notice of issuance) on Nasdaq at or prior to the Effective Time.

Redemption Rights

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(ii)

prior to 5:00 p.m., Eastern Time, on July 8, 2024 (at least two business days before the Meeting), (a) submit a written request to Continental that MCAC redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.

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must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the public shares from the Units.

Vote Required for Approval

Along with the approval of the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal, and the Nasdaq Proposal, approval of this Business Combination Proposal is a condition to the consummation of the Merger. If this Business Combination Proposal is not approved, the Merger will not take place. Approval of this Business Combination Proposal is also a condition to the Charter Amendment Proposal, the Incentive Plan Proposal and the Nasdaq Proposal. If the Charter Amendment Proposal and the Nasdaq Proposal are not approved, this Business Combination Proposal will have no effect (even if approved by the requisite vote of our stockholders at the Meeting of any adjournment or postponement thereof) and the Merger will not occur. Because stockholder approval of this Business Combination Proposal is a condition to completion of the Merger under the Merger Agreement, if this Business Combination Proposal is not approved by our stockholders, the Merger will not occur.

This Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Merger) will be approved and adopted only if a majority of votes cast by the stockholders of MCAC present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting vote “FOR” the Business Combination Proposal.

Board Recommendation

THE MCAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

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THE CHARTER AMENDMENT PROPOSAL

Overview

In connection with the Business Combination, MCAC is asking its stockholders to approve the adoption of the Proposed Charter, in the form attached hereto as Annex B. If the Business Combination and the Charter Amendment Proposal are approved, the Proposed Charter would replace the Current Charter.

The Charter Amendment Proposal is conditioned on the approval of the Business Combination Proposal and the other Proposals. Therefore, if the Business Combination Proposal is not approved, the Charter Amendment Proposal will have no effect, even if approved by the MCAC stockholders. It is a condition to the completion of the Business Combination that the Charter Amendment Proposal be approved.

Comparison of Current Charter to Proposed Charter

The following is a summary of the key changes effected by the Proposed Charter relative to the Current Charter. This summary is qualified in its entirety by reference to the full text of the Proposed Charter, a copy of which is attached to the proxy statement/prospectus as Annex B.

•

Change MCAC’s name to ConnectM Technology Solutions, Inc.

•

increase the total number of authorized shares of all classes of capital stock to 110,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of New ConnectM common stock, par value $0.0001 per share and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes MCAC to issue 111,000,000 shares of capital stock, consisting of (i) 110,000,000 shares of common stock, including 100,000,000 shares of MCAC Class A Common Stock, par value $0.0001 per share, and 10,000,000 shares of MCAC Class B Common Stock, par value $0.0001 per share, and (ii) 1,000,000 shares of MCAC preferred stock, par value $0.0001 per share;

•

to require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock to amend or repeal certain provisions of the Proposed Charter;

•

to require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office;

•

to require that the Combined Company’s board of directors will be classified into three classes with staggered terms of office, as permitted by Delaware law, such that one-third of the directors’ terms will expire each year and the succeeding directors will have a term of three years

•

to require that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; and

•

eliminate certain provisions specific to MCAC’s status as a blank check company.

Reasons for the Approval of the Charter Amendment Proposal

In the judgment of the MCAC’s Board, the Proposed Charter is necessary to address the needs of the post-combination company. In particular:

•

the greater number of authorized shares of capital stock is desirable for ConnectM to have sufficient shares to complete the Business Combination and have additional authorized shares for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits; and

•

the provisions that relate to the operation of MCAC as a blank check company prior to the consummation of its initial business combination will not be applicable to New ConnectM (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).

Required Vote to Amend the Charter

At present, our current Amended and Restated Certificate of Incorporation may only be amended by the affirmative vote of majority of the issued and outstanding shares of each of the MCAC Class A Common

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Stock and MCAC Class B Common Stock, voting separately. The Proposed Charter requires an affirmative vote of holders of at least two-thirds (662∕3%) of the voting power of all the then-outstanding shares of voting stock of the Combined Company, voting together as a single class, to amend, alter, repeal or rescind certain provisions therein. We believe that supermajority voting requirements are appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the MCAC Board was cognizant of the potential for certain stockholders to hold a substantial beneficial ownership of our common stock following the Business Combination. We further believe that going forward, a supermajority voting requirement encourages the person seeking control of the Combined Company to negotiate with the board of directors to reach terms that are appropriate for all stockholders.

Required Vote to Amend the Bylaws

At present, our current Amended and Restated Certificate of Incorporation and bylaws provide that our bylaws may be amended by the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. The Proposed Charter requires an affirmative vote of holders of at least two-thirds (662∕3%) of the voting power of all the then outstanding shares of voting stock of the Combined Company entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Combined Company’s bylaws. The ability of the majority of the Combined Company’s board of directors to amend the bylaws will remain unchanged. We believe that supermajority voting requirements are appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the MCAC Board was cognizant of the potential for certain stockholders to hold a substantial beneficial ownership of our common stock following the Business Combination. We further believe that going forward, a supermajority voting requirement encourages the person seeking control of the Combined Company to negotiate with the board of directors to reach terms that are appropriate for all stockholders.

Director Removal

At present, our current Amended and Restated Certificate of Incorporation provides that, directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. The Proposed Charter provides for the removal of directors with cause only by stockholders voting at least two-thirds (662∕3%) of the voting power of all of the then outstanding shares of voting stock of MCAC entitled to vote at an election of directors. We believe that supermajority voting requirements are appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the MCAC Board was cognizant of the potential for certain stockholders to hold a substantial beneficial ownership of our common stock following the Business Combination. We further believe that going forward, a supermajority voting requirement encourages the person seeking control of the Combined Company to negotiate with the board of directors to reach terms that are appropriate for all stockholders.

Removal of Blank Check Company Provisions

Our current Amended and Restated Certificate of Incorporation contains various provisions applicable only to blank check companies. This amendment eliminates certain provisions related to our status as a blank check company, which is desirable because these provisions will serve no purpose following the Business Combination. For example, these proposed amendments remove the requirement to dissolve the Combined Company and allow it to continue as a corporate entity with perpetual existence following consummation of the Business Combination. Perpetual existence is the usual period of existence for corporations and we believe it is the most appropriate period for the Combined Company following the Business Combination. In connection with the Business Combination, all shares of Class B Common Stock will automatically be converted into shares of Class A Common Stock, pursuant to the terms of the Proposed Charter. Upon the conversion of the Class B Common Stock to Class A Common Stock, the Board has determined that there will no longer be a need to continue with two series of common stock and, therefore, the Proposed Charter eliminates the Class B Common Stock. In addition, certain other provisions in our current Amended

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and Restated Certificate of Incorporation require that proceeds from the IPO be held in the Trust Account until a business combination or liquidation of merger has occurred. These provisions cease to apply once the Business Combination is consummated.

Number of Board Classes

Our current Amended and Restated Certificate of Incorporation provides that the MCAC Board is divided into two classes, with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. The Proposed Charter increases the number of classes of directors to three, with staggered, three-year terms. We believe the three-class classified board structure will help to attract and retain qualified director candidates who are willing to make long-term commitments of their time and energy. In addition, the three-class classified board structure reduces the Combined Company’s vulnerability to coercive takeover tactics and inadequate takeover bids, by encouraging persons seeking control of the Combined Company to negotiate with the Board and thereby better positioning the Board to negotiate effectively on behalf of all of the Combined Company’s stockholders. The three-class classified board structure is designed to safeguard against a hostile purchaser replacing a majority of the Combined Company’s directors with its own nominees at a single meeting, thereby gaining control of the Combined Company and its assets without paying fair value to the Combined Company’s stockholders.

Securities Act Disputes Forum

Under the Proposed Charter, unless MCAC consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States have exclusive jurisdiction. For the avoidance of doubt, this provision is intended to benefit and may be enforced by MCAC, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees and result in increased costs for investors to bring a claim. By agreeing to this provision, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

Vote Required for Approval

Along with the approval of the Business Combination Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Nasdaq Proposal, approval of this Charter Amendment Proposal is a condition to the consummation of the Merger. If this Charter Amendment Proposal is not approved, the Merger will not take place. This Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. If either of the Business Combination Proposal or the Nasdaq Proposal is not approved, this Charter Amendment Proposal will have no effect (even if approved by the requisite vote of our stockholders at the Meeting or any adjournment or postponement thereof), and the Merger will not occur. Because stockholder approval of this Charter Amendment Proposal is a condition to completion of the Merger under the Merger Agreement, if this Charter Amendment Proposal is not approved by our stockholders, the Merger will not occur unless we and ConnectM waive the applicable closing conditions.

Assuming that a quorum is present at the Meeting, the affirmative vote of majority of the issued and outstanding shares of each of the MCAC Class A Common Stock and MCAC Class B Common Stock, voting separately, is required to approve the Charter Amendment Proposal. Accordingly, a stockholder’s failure to vote online during the Meeting or by proxy, a broker non-vote or an abstention will be considered a vote “AGAINST” the Charter Amendment Proposal.

Board Recommendation

THE MCAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE CHARTER AMENDMENT PROPOSAL.

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THE ADVISORY CHARTER AMENDMENT PROPOSALS

Overview

In connection with the Business Combination, MCAC is asking its stockholders to vote upon, on a non-binding advisory basis, proposals to approve certain governance provisions contained in the Proposed Charter. This separate vote is not otherwise required by Delaware law separate and apart from the Charter Amendment Proposal but, pursuant to SEC guidance, MCAC is required to submit these provisions to its stockholders separately for approval, allowing stockholders the opportunity to present their separate views on important governance provisions. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on MCAC or the MCAC Board (separate and apart from the approval of the Charter Amendment Proposal). In the judgment of the MCAC Board, these provisions are necessary to adequately address the needs of the post-combination company. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Amendment Proposals (separate and apart from approval of the Charter Amendment Proposal).

Advisory Charter Proposal	MCAC Current Charter	Proposed Charter
Advisory Proposal A — Changes in Share Capital	Under the Current Charter, MCAC is currently authorized to issue 111,000,000 shares of capital stock, consisting of (a) 110,000,000 shares of common stock, including 100,000,000 shares of MCAC Class A Common Stock, par value $0.0001 per share, and 10,000,000 shares of MCAC Class B Common Stock, par value $0.0001 per share, and (b) 1,000,000 shares of MCAC preferred stock, par value $0.0001 per share.	Under the Proposed Charter, New ConnectM will be authorized to issue 110,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of New ConnectM common stock, par value $0.0001 per share and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share.
Advisory Proposal B — Limiting the Ability to Act by Written Consent	Under the Current Charter, any action required or permitted to be taken by the stockholders of MCAC must be effected at an annual or special meeting of the stockholders and may not be effected by written consent other than with respect to the MCAC Class B Common Stock with respect to which action may be taken by written consent.	Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New ConnectM must be taken at an annual or special meeting of the New ConnectM stockholders; provided, however, that any action required or permitted to be taken by the holders of New ConnectM preferred stock may be effected by written consent so long as the written consent is signed by the holders of outstanding shares of the relevant series of New ConnectM preferred stock having no less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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Advisory Charter Proposal	MCAC Current Charter	Proposed Charter
Advisory Proposal C — Required Vote to Amend the Bylaws	Under the Current Charter, the MCAC Board is expressly authorized to adopt, alter, amend or repeal the MCAC bylaws by the affirmative vote of a majority of the directors. The MCAC bylaws may also be adopted, amended, altered or repealed by the affirmative vote of at least 66.7% of the voting power of all outstanding shares of MCAC Common Stock entitled to vote generally in the election of directors.	Under the Proposed Charter, the Amended Bylaws may be amended, altered, repealed or adopted by the affirmative vote of at least two-thirds of the voting power of the then outstanding shares of capital stock of New ConnectM entitled to vote generally in an election of directors voting together as a single class.
Advisory Proposal D — Removal of Directors	Under the Current Charter, any or all members of the MCAC Board may be removed from office at any time with cause by the affirmative vote of a majority of the voting power of the then outstanding shares of capital stock of MCAC entitled to vote generally in the election of directors, voting together as a single class	Under the Proposed Charter, any or all of members of the New ConnectM Board may be removed from office at any time with cause by the affirmative vote of the holders of at least two-thirds (662∕3%) of the voting power of all the then outstanding shares of voting stock entitled to vote at an election of directors

Reasons for Approval of the Advisory Charter Amendment Proposals

Advisory Charter Amendment Proposal A — Changes in Share Capital

The Proposed Charter is intended to provide adequate authorized capital stock to (i) accommodate the issuance of shares of New ConnectM common stock as part of the consideration in the Business Combination and (ii) provide flexibility for future issuances of shares of New ConnectM stock if determined by the New Connect Board to be in the best interests of New ConnectM after the consummation of the Business Combination without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

Advisory Charter Amendment Proposal B — Limiting the Ability to Act by Written Consent

ConnectM’s board believes that prohibiting stockholders to act by written consent and to call special meetings are appropriate governance measures to protect New ConnectM from unwarranted attempts to gain corporate control in its post-Business Combination phase, including for purposes of seeking to implement an opportunistic change in control of New ConnectM without the support of the then-incumbent directors and without the benefit of a stockholder meeting to consider important corporate issues which is called and held in accordance with the Proposed Charter and Proposed Bylaws. Prohibiting stockholders from taking action by written consent and from calling special meetings will help to reduce the possibility of such unwarranted attempts to gain control by restricting stockholders from approving proposals unless such proposals are properly presented at a stockholder meeting called and held in accordance with the Proposed Charter and New ConnectM bylaws.

Advisory Charter Amendment Proposal C — Required Vote to Amend the Bylaws

The MCAC Board believes that the supermajority voting requirement described in Advisory Charter Amendment Proposal C is appropriate to protect all stockholders of New ConnectM. The MCAC Board is cognizant of the potential for certain stockholders to hold a substantial beneficial ownership of shares of

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common stock following the Business Combination. The MCAC Board further believes that going forward, a supermajority voting requirement encourages any person seeking control of New ConnectM to negotiate with the New ConnectM Board to reach terms that are appropriate for all stockholders.

Advisory Charter Amendment Proposal D — Removal of Directors

The MCAC Board believes that increasing the percentage of voting power required to remove a director from office is a prudent corporate governance measure to reduce the possibility that a relatively small number of stockholders could seek to implement a sudden and opportunistic change in control of the New ConnectM Board without the support of the then incumbent board of directors. These changes will enhance the likelihood of continuity and stability in the composition of the New ConnectM Board, avoid costly takeover battles, reduce the New ConnectM Board’s vulnerability to a hostile change of control and enhance the ability of the New ConnectM Board to maximize shareholder value in connection with any unsolicited offer to acquire New ConnectM.

Vote Required for Approval

Approval of each of the Advisory Charter Amendment Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by MCAC stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Board Recommendation

THE MCAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ADVISORY CHARTER AMENDMENT PROPOSALS.

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THE INCENTIVE PLAN PROPOSAL

General

On December 30, 2022, the MCAC Board approved and adopted the ConnectM Technology Solutions, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), effective as of and contingent on the consummation of the Business Combination, and subject to approval of MCAC stockholders. If the 2023 Plan is approved by MCAC Stockholders and the Business Combination is consummated, New ConnectM will be authorized to grant equity and cash incentive awards to eligible service providers pursuant to the 2023 Plan. MCAC is asking its stockholders to approve the 2023 Plan, the material terms of which are described below.

The purpose of the 2023 Plan is to provide an additional incentive to officers, employees, non-employee directors, independent contractors, and consultants of New ConnectM or its affiliates whose contributions are essential to the growth and success of the business of New ConnectM and its affiliates, in order to strengthen the commitment of such persons to New ConnectM and its affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of New ConnectM and its affiliates. MCAC believes that grants of incentive equity and equity-based awards are essential to attracting and retaining highly qualified service providers.

ConnectM currently maintains the ConnectM Technology Solutions Inc. 2019 Equity Incentive Plan (the “Prior Plan”) and MCAC does not maintain any incentive plans. In connection with the Business Combination, MCAC will assume the Prior Plan and all awards outstanding under the Prior Plan. If the 2023 Plan becomes effective, MCAC (and, following the Closing, New ConnectM) will not grant any future awards under the Prior Plan, but all awards under the Prior Plan that are outstanding as of the effectiveness of the 2023 Plan will continue to be governed by the terms, conditions and procedures set forth in the Prior Plan and any applicable award agreement, as those terms may be equitably adjusted in connection with the Business Combination, as described elsewhere in this proxy statement/prospectus.

2023 Plan Highlights

Some of the key features of the 2023 Plan that reflect the ConnectM Board’s commitment to effective management of incentive compensation are as follows:

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No Liberal Share Recycling on Stock Options or SARs. The 2023 Plan provides that only shares covering awards that are canceled, forfeited or terminated without issuance of the full number of shares of common stock to which the award is related will again be available for issuance under the 2023 Plan. The following shares will not be added back to the aggregate plan limit: (i) shares tendered in payment of the exercise price for an option, (ii) shares New ConnectM withholds to satisfy tax withholding obligations, and (iii) stock appreciation rights (“SARs”) that are settled in stock.

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No Repricing or Cash Buyouts. Stock option and SAR repricing is prohibited without stockholder approval under the 2023 Plan.

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No Dividends on Unvested Restricted Shares or Restricted Stock Units. Under the 2023 Plan, holders of unvested Restricted Stock or Restricted Stock Units will not have any rights to receive dividends with respect to such Awards.

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Minimum Vesting Period. Generally, all awards will have a minimum vesting period of at least one year, subject to an exception of 5% of the aggregate shares authorized for grant under the 2023 Plan and certain other limited exceptions as described below and in the 2023 Plan.

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No Automatic “Single Trigger” Vesting. The 2023 Plan does not contain an automatic single-trigger vesting provision that would accelerate awards solely upon a Change in Control (as such term is defined in the 2023 Plan, a “Change in Control”).

Description of the 2023 Plan

A description of the provisions of the 2023 Plan is set forth below. This summary is qualified in its entirety by the detailed provisions of the 2023 Plan. A copy of the 2023 Plan has been filed with the Securities and Exchange Commission with this proxy statement/prospectus and is attached hereto as Annex D.

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Administration

The 2023 Plan will be administered by a committee, which shall consist of two (2) or more members of the ConnectM Board appointed by the ConnectM Board or such other committee of the ConnectM Board to which it has properly delegated power, or if no such committee or subcommittee exists, the ConnectM Board (the “Committee”). To the extent required by applicable law, rule, or regulation, it is intended that each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, and (b) an “independent director” under the rules of any national securities exchange or national securities association, as applicable.

The Committee is authorized to, among other things: (a) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the 2023 Plan and any instrument or agreement relating to, or any award granted under, the 2023 Plan (each, an “Award”); (b) promulgate, amend, and rescind any rules and regulations relating to the 2023 Plan; (c) adopt sub-plans; and (d) to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2023 Plan. Except to the extent prohibited by applicable law regulations, the Committee may allocate all or any portion of its responsibilities and powers to any one (1) or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of the 2023 Plan.

Unless otherwise expressly provided in the 2023 Plan, all determinations, interpretations and other decisions under or with respect to the 2023 Plan or any Award or any documents evidencing Awards granted pursuant to the 2023 Plan are within the sole discretion of the Committee, may be made at any time and are final, conclusive, and binding upon all persons or entities, including, without limitation, New ConnectM, any Participant (as defined below), any holder or beneficiary of any Award, and any of New ConnectM’s stockholders. The Committee may make grants of the following Awards to Eligible Persons (defined below) pursuant to terms and conditions set forth in the applicable Award Agreement, including, subjecting such Awards to performance goals listed in the 2023 Plan:

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Stock Option Awards;

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SARs;

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Restricted Stock and Restricted Stock Unit Awards;

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Performance Share Awards; and

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Other Stock-Based Awards and Cash-Based Awards.

Eligible Shares

The maximum aggregate number of shares of common stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the 2023 Plan shall initially be equal to the number of shares of New ConnectM common stock outstanding immediately following the Business Combination. The amount will be increased automatically on January 1 of each year during the term of the 2023 Plan by a number equal to the lesser of (i) 4% of the shares of common stock outstanding on December 31 of the prior year, or (ii) a smaller number of shares as determined by the ConnectM Board. The maximum number of shares of common stock with respect to which incentive stock options may be granted under the 2023 Plan shall be equal to 100,000,000 shares. If any Option, SAR, or Other Stock-Based Awards granted under the 2023 Plan expires, terminates, or is canceled for any reason without having been exercised in full, the number of shares of common stock underlying any unexercised Award shall again be available for the purpose of Awards under the 2023 Plan. If any shares of Restricted Stock, Performance Share Awards, or Other Stock-Based Awards denominated in shares of common stock awarded under the 2023 Plan to a Participant (as defined below) are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Share Awards, or Other Stock-Based Awards denominated in shares of common stock shall again be available for purposes of Awards under the 2023 Plan. Shares of common stock subject to an Award shall not again be made available for issuance or delivery under the 2023 Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by New ConnectM to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled SAR or other Awards that were not issued upon the settlement of the Award. Any Award under the 2023 Plan settled

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in cash shall not be counted against the foregoing maximum share limitations. In no event will the aggregate grant date fair value (as determined in accordance with ASC 718) of Awards any cash compensation paid to any non-employee director exceed $750,000, which will be increased to $1,000,000 in a year during which a non-employee director initially joins the ConnectM Board. No shares have yet been issued nor Awards granted under the 2023 Plan.

Eligible Participants

Any employee of New ConnectM or any of its affiliates, any director, or person who is a consultant to New ConnectM, or any individuals designated by the Committee who are reasonably expected to become employees, consultants, or directors after the receipt of Awards (each, an “Eligible Person”) shall be permitted to participate (a “Participant”) under the 2023 Plan. Only Eligible Persons who are also employees of New ConnectM or its affiliates are eligible to receive incentive stock options under the 2023 Plan. Eligibility for the grant of an incentive stock option and actual participation in the 2023 Plan shall be determined by the Committee in its sole discretion.

Options

The holder of an option will be entitled to purchase a number of New ConnectM’s shares of common stock at a specified exercise price during a specified time period, all as determined by the Committee. The Committee may grant non-qualified stock options and incentive stock options (“Options”) to Eligible Persons. All Options granted under the 2023 Plan are required to have a per share exercise price that is not less than one hundred percent (100%) of the fair market value of New ConnectM’s common stock underlying such stock options on the date such Options are granted (other than in the case of Options that are substitute Awards). The maximum term for Options granted under the 2023 Plan will be ten (10) years from the initial date of grant. The purchase price for the shares as to which an Option is exercised may be paid, to the extent permitted by law, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion of the Committee, upon such terms as the Committee shall approve, including: (i) by delivery to New ConnectM of other common stock, duly endorsed for transfer to New ConnectM, with a fair market value on the date of delivery equal to the Option exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares of common stock that have an aggregate fair market value on the date of attestation equal to the Option exercise price (or portion thereof) and receives a number of shares of common stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of common stock; (ii) a “cashless” exercise program established with a broker; (iii) by reduction in the number of shares of common stock otherwise deliverable upon exercise of such Option with a fair market value equal to the aggregate Option exercise price at the time of exercise; (iv) by any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the Committee.

Stock Appreciation Rights

The Committee may grant SARs under the 2023 Plan, with terms and conditions determined by the Committee that are not inconsistent with the 2023 Plan. The Committee may award Stock Appreciation Rights in tandem with Options or independent of any Option. Generally, each SAR will entitle the participant upon exercise to an amount (in cash, shares, or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the exercise price per share, multiplied by (ii) the number of shares of common stock covered by the Stock Appreciation Right. The exercise price per share of a SAR will be determined by the Committee at the time of grant, but in no event may such amount be less than one hundred percent (100%) of the fair market value of a share of common stock on the date the SAR is granted.

Restricted Stock and Restricted Stock Units

The Committee may grant restricted shares of New ConnectM’s common stock (“Restricted Stock”) or restricted stock units (“Restricted Stock Units”), representing the right to receive, upon vesting and the expiration of any applicable restricted period, one (1) share of common stock for each Restricted Stock Unit

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or, in the sole discretion of the Committee, the cash value thereof (or any combination thereof). If a cash payment is made in lieu of delivering shares of common stock, the amount of such payment shall be equal to the Fair Market Value of the common stock as of the date on which the applicable restricted period lapsed. As to Restricted Stock, subject to the other provisions of the 2023 Plan, the holder will generally have the rights and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to vote such Restricted Stock, but the holder will not have the right to receive dividends on any unvested shares of Restricted Stock. Participants have no rights or privileges as a stockholder with respect to Restricted Stock Units.

Performance Share Awards

The Committee may grant Performance Share Awards to a Participant payable upon the attainment of specific performance goals. Each Performance Share Award shall be evidenced by an Award Agreement in such form that is not inconsistent with the 2023 Plan and that the Committee may from time to time approve.

Other Equity-Based and Cash-Based Awards

The Committee may grant other equity-based or cash-based Awards under the 2023 Plan, with terms and conditions determined by the Committee that are not inconsistent with the 2023 Plan.

Effect of Certain Corporate Transactions and Events

In the event of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the grant date of any Award, Awards granted under the 2023 Plan and any Award Agreements, the exercise price of options and SARs, the performance goals to which Performance Share Award and cash-based awards are subject, the maximum number of shares of common stock subject to all awards will be equitably adjusted or substituted, as to the number, price or kind of a share of common stock or other consideration subject to such awards to the extent necessary to preserve the economic intent of the award.

In connection with any Change in Control of New ConnectM, the Committee may, in its sole discretion, cause any Award either (i) to be canceled in consideration of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per share of common stock in the Change in Control over the per share exercise, base or purchase price of such Award, which may be paid immediately or over the vesting schedule of the Award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following the applicable Change in Control; (iii) accelerate any time periods, or waive any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any Award to a Participant whose employment has been terminated as a result of a Change in Control may be vested, exercised, paid or distributed in full on or before a date fixed by the Committee; (iv) to be purchased from a Participant whose employment has been terminated as a result of a Change in Control, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such Award been currently exercisable or payable; or (v) terminate any then outstanding Award or make any other adjustment to the Awards then outstanding as the Committee deems necessary or appropriate to reflect such transaction or change.

Nontransferability of Awards

Each Award will not be transferable or assignable by a participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against New ConnectM or any of its subsidiaries. However, the Committee may determine, in its sole discretion, that a non-qualified stock option may be transferred to a family member, or to certain trusts or foundations or other transferees as permitted by the Committee (“Permitted Transferee”). A non-qualified stock option that is transferred to a Permitted Transferee will remain subject to the terms of the 2023 Plan and the applicable Award Agreement.

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Minimum Vesting Requirements

No award will be granted with a lapse of any vesting obligations earlier than at least one year following the date of grant. Notwithstanding the foregoing, the Committee may grant up to a maximum of five percent of the aggregate number of shares available for issuance under the 2023 Plan (subject to certain equitable adjustments), without regard to this minimum vesting requirement, and the minimum vesting requirement does not apply to (i) any substitute awards (as defined in the 2023 Plan), (ii) shares delivered in lieu of fully vested cash awards, (iii) awards to directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) the Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a Change in Control, in the terms of the award or otherwise.

Clawback

Awards under the 2023 Plan will be subject to recovery or “clawback” by New ConnectM pursuant to any future clawback policy New ConnectM may have in effect from time to time.

Amendment and Termination

The ConnectM Board may amend the 2023 Plan at any time, subject to shareholder approval to the extent required by applicable law or regulation or the listing standards of Nasdaq or any other market or stock exchange on which New ConnectM’s common stock is at the time primarily traded. Additionally, shareholder approval will be specifically required to decrease the exercise price of any outstanding Option or SAR granted under the 2023 Plan. The ConnectM Board may terminate the 2023 Plan at any time. Unless sooner terminated by the ConnectM Board, the 2023 Plan will terminate on the ten (10) year anniversary of the effective date of the 2023 Plan.

Section 162(m) of the Internal Revenue Code

As a general rule, New ConnectM will be entitled to a deduction in the same amount and at the same time as the compensation income is received by the participant, except to the extent the deduction limits of Section 162(m) of the Code apply. Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to any “covered employee” in a taxable year to the extent that compensation to such covered employee exceeds $1,000,000. It is possible that compensation attributable to awards under the 2023 Plan may cause this limitation to be exceeded in any particular year.

Material U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the 2023 Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to Participants, who should consult their own tax advisors.

Non-Qualified Options. The grant of an option will not be a taxable event for the grantee or New ConnectM. Upon exercising a non-qualified stock option, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified stock option, the grantee will recognize taxable capital gain or loss, measured by the excess of the amount realized on the disposition over the tax basis of the shares of common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised).

If New ConnectM complies with applicable reporting requirements and with the restrictions of Section 162(m), New ConnectM will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

A grantee who has transferred a non-qualified stock option to a family member by gift will realize taxable income at the time the non-qualified stock option is exercised by the family member. The grantee

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will be subject to withholding of income and employment taxes at that time. The family member’s tax basis in the shares of common stock will be the fair market value of the shares of common stock on the date the option is exercised. The transfer of vested non-qualified stock options will be treated as a completed gift for gift and estate tax purposes. Once the gift is completed, neither the transferred options nor the shares acquired on exercise of the transferred options will be includable in the grantee’s estate for estate tax purposes.

Incentive Stock Options. The grant of an Option will not be a taxable event for the grantee or for New ConnectM. A grantee will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any gain realized upon a disposition of New ConnectM’s common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the grantee holds the shares of common stock for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). New ConnectM will not be entitled to any business expense deduction with respect to the exercise of an incentive stock option, except as discussed below.

For the exercise of an option to qualify for the foregoing tax treatment, the grantee generally must be an employee of New ConnectM or its subsidiary from the date the option is granted through a date within three months before the date of exercise of the option.

If all of the foregoing requirements are met except the holding period requirement mentioned above, the grantee will recognize ordinary income upon the disposition of the common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. New ConnectM will be allowed a business expense deduction to the extent the grantee recognizes ordinary income, subject to New ConnectM’s compliance with Section 162(m) and to certain reporting requirements.

Restricted Stock. A grantee who is awarded Restricted Stock will not recognize any taxable income for federal income tax purposes in the year of the Award, provided that the shares of common stock are subject to restrictions (that is, the Restricted Stock is nontransferable and subject to a substantial risk of forfeiture). However, the grantee may elect under Section 83(b) of the Code to recognize compensation income in the year of the Award in an amount equal to the fair market value of the common stock on the date of the Award (less the purchase price, if any), determined without regard to the restrictions (except any restrictions that will never lapse). If the grantee does not make such a Section 83(b) election, the fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and dividends paid while the common stock is subject to restrictions will be subject to withholding taxes. If New ConnectM complies with applicable reporting requirements and with the restrictions of Section 162(m), New ConnectM will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Restricted Stock Units. There are no immediate tax consequences of receiving an award of Restricted Stock Units under the 2023 Plan. A grantee who is awarded Restricted Stock Units will recognize ordinary income in an amount equal to the fair market value of shares issued to such grantee at the end of the restriction period or, if later, the payment date. If New ConnectM complies with applicable reporting requirements and with the restrictions of Section 162(m), New ConnectM will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Stock Appreciation Rights. There are no immediate tax consequences of receiving an award of SARs under the 2023 Plan. Upon exercising an SAR, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. If New ConnectM complies with applicable reporting requirements and with the restrictions of Section 162(m), New ConnectM will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Performance Share Awards, Other Stock-Based Awards, and Cash-Based Awards. The tax treatment with respect to Performance Share Awards, other stock-based awards and cash-based awards will depend on the structure of such awards.

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Section 409A. Awards granted under the 2023 Plan will be intended to comply with Section 409A of the Internal Revenue Code. To the extent a grantee would be subject to the additional 20% tax imposed on certain nonqualified deferred compensation plans as a result of a provision of an award under the 2023 Plan, the provision will be deemed amended to the minimum extent necessary to avoid application of the 20% additional tax.

New Plan Benefits

Grants under the 2023 Plan will be made at the discretion of the Committee and are not currently determinable. The value of the awards granted under the 2023 Plan will depend on a number of factors, including the fair market value of New ConnectM common stock on future dates, the exercise decisions made by the participants and the extent to which any applicable performance goals necessary for vesting or payment are achieved.

Equity Compensation Plan Information

As of March 31, 2024, MCAC had no equity compensation plans or outstanding equity awards.

Interests of Certain Persons in this Proposal

MCAC’s directors and executive officers may be considered to have an interest in the approval of the 2023 Plan because they may in the future receive awards under the 2023 Plan. Nevertheless, the MCAC Board believes that it is important to provide incentives and rewards for superior performance and the retention of executive officers and experienced directors by adopting the 2023 Plan.

Vote Required for Approval

Approval of the Incentive Plan Proposal requires an affirmative vote of at least a majority of the shares of MCAC common stock cast by the stockholders present in person (which would include presence at any virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, broker non-votes and abstentions have no effect on the outcome of the Incentive Plan Proposal because they do not constitute votes cast.

The Business Combination is conditioned on the approval of the Incentive Plan Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Sponsor and independent directors of MCAC have agreed to vote the Founder Shares and any shares of MCAC Class A Common Stock owned by them in favor of the Incentive Plan Proposal. See “Certain Related Agreements — Sponsor Support Agreement” for more information.

Recommendation of the MCAC Board

THE MCAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

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THE NASDAQ PROPOSAL

Overview

We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (b). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control.

Pursuant to the Merger Agreement, based on ConnectM’s current capitalization, we anticipate that we will issue to the ConnectM stockholders as consideration in the Merger, 14,500,000 shares of common stock, subject to the Transaction Expense Adjustment. See the section entitled “The Business Combination Proposal — Merger Consideration.” Because the number of shares of common stock we anticipate issuing as consideration in the Merger (1) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of MCAC, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (b).

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, MCAC would issue shares representing more than 20% of the outstanding shares of our common stock in connection with the Business Combination. The issuance of such shares would result in significant dilution to the MCAC stockholders and would afford such stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of MCAC. If the Nasdaq Proposal is approved, assuming that 14,500,000 shares of common stock are issued to the ConnectM stockholders as consideration in the Merger, we anticipate that the ConnectM stockholders will hold 58.23% of our outstanding shares of common stock, and the current MCAC stockholders will hold 32.53% of our outstanding common stock immediately following completion of the Merger. This percentage assumes that no shares of our common stock are redeemed in connection with the Merger, does not take into account any warrants or options to purchase our common stock that will be outstanding following the Merger or any equity awards that may be issued under our proposed Incentive Plan following the Merger.

If the Nasdaq Proposal is not approved and we consummate the Business Combination on its current terms, MCAC would be in violation of Nasdaq Listing Rule 5635(a) and (b), which could result in the delisting of our securities from the Nasdaq Capital Market. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

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a limited availability of market quotations for our securities;

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reduced liquidity with respect to our securities;

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a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage for the post-transaction company; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

It is a condition to the obligations of MCAC and ConnectM to close the Business Combination that our common stock remain listed on the Nasdaq Capital Market. As a result, if the Nasdaq Proposal is not adopted, the Business Combination may not be completed unless this condition is waived.

Vote Required for Approval

This proposal is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposal. If either of the Business Combination Proposal or Charter Amendment Proposal is

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THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will approve the chairman’s adjournment of the Meeting to a later date to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event, based on the tabulated votes, there are not sufficient votes received at the time of the Meeting to approve the other Proposals.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our stockholders, the chairman will not adjourn the Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes received at the time of the Meeting to approve the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal or the Nasdaq Proposal.

Required Vote

This Adjournment Proposal will be approved and adopted only if majority of votes cast by the stockholders of MCAC present by virtual attendance or represented by proxy at the Meeting and entitled to vote at the Meeting vote “FOR” the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Board Recommendation

THE MCAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION RIGHTS AND THE BUSINESS COMBINATION

The following is a discussion of the material U.S. federal income tax consequences applicable to (i) holders of MCAC Class A Common Stock that elect to have their MCAC Class A Common Stock redeemed and (ii) holders of ConnectM capital stock who exchange their ConnectM capital stock for MCAC Common Stock in connection with the Business Combination.

A “U.S. Holder” means a beneficial owner of MCAC Class A Common Stock or ConnectM capital stock, as the case may be, who or that is for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

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a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations (“Regulations”) to be treated as a U.S. person.

A “Non-U.S. Holder” means a beneficial owner of MCAC Class A Common Stock or ConnectM capital stock, as the case may be, who or that is neither a U.S. Holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, Regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or to differing interpretations, possibly on a retroactive basis.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion only applies to holders of MCAC Class A Common Stock or ConnectM capital stock, as the case may be, held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion does not address the U.S. federal income tax consequences to holders that are subject to special rules (“Special Rules”), including, without limitation:

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financial institutions or financial services entities;

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Sponsor or its members or any holders of MCAC Class B Common Stock;

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broker-dealers;

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taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code;

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tax-exempt entities;

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governments or agencies or instrumentalities thereof;

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insurance companies;

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regulated investment companies;

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real estate investment trusts;

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persons subject to the alternative minimum tax;

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U.S. expatriates or former citizens or long-term residents of the United States;

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persons that actually or constructively own 5% or more of MCAC Common Stock or ConnectM capital stock;

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persons that acquired MCAC Class A Common Stock or ConnectM capital stock pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

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tax-qualified retirement plans;

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persons that hold MCAC Class A Common Stock or ConnectM capital stock as part of a straddle, constructive sale, hedging, conversion or other integrated transaction;

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persons whose functional currency is not the U.S. dollar;

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pass-through entities, including (but not limited to) S corporations, partnerships or other entities or arrangements classified as pass-through entities for U.S. federal income tax purposes (and investors therein);

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persons subject to special tax accounting rules as a result of any item of gross income with respect to MCAC Class A Common Stock or ConnectM capital stock being taken into account in an applicable financial statement;

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“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

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persons who acquired MCAC Common Stock or Connect M capital stock as qualified small business stock under Section 1202 of the Code or as “Section 1244 stock” under Section 1244 of the Code;

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“specified foreign corporations” (including controlled foreign corporations); or

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passive foreign investment companies.

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws, including the Medicare contribution tax on net investment income or, except as discussed herein, any tax reporting obligations of a holder of MCAC Class A Common Stock or ConnectM capital stock. If you are a partnership (or other entity or arrangement classified as a partnership or pass-through entity for U.S. federal income tax purposes), the tax treatment of your partners (or other owners) will generally depend on the status of the partners, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships (or other pass-through entities) and the partners (or other owners) in such partnerships (or such other pass-through entities) should consult their own tax advisors regarding the U.S. federal income tax consequences to them relating to the matters discussed below.

We have not sought, and will not seek, a ruling from the Internal Revenue Service (the “IRS”) or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the descriptions herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICABILITY AND EFFECT OF THE U.S. FEDERAL ESTATE AND GIFT TAX LAWS AND ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AND ANY APPLICABLE TAX TREATIES.

U.S. Federal Income Tax Considerations to Holders of MCAC Class A Common Stock Exercising Redemption Rights

U.S. Holders

If MCAC Class A Common Stock held by a U.S. Holder is redeemed pursuant to the exercise of a stockholder redemption right (“Redemption”), for U.S. federal income tax purposes, the treatment of the transaction will depend on whether the Redemption qualifies as a sale of the MCAC Class A Common Stock

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under Section 302 of the Code or as a distribution by MCAC constituting a dividend. Whether the Redemption qualifies for sale or dividend treatment will depend largely on the total number of MCAC Class A Common Stock treated as held by the U.S. Holder (including any MCAC Common Stock constructively owned by the U.S. Holder as a result of owning warrants or as a result of the Business Combination) relative to all of MCAC Common Stock both before and after the Redemption. The Redemption generally will be treated as a sale of the MCAC Class A Common Stock (rather than as a distribution) if the Redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

If based on the of the foregoing tests the Redemption qualifies as a sale of the MCAC Class A Common Stock, the tax effects on a U.S. Holder of MCAC Class A Common Stock will be as described below under “U.S. Federal Income Tax Considerations to Holders of MCAC Class A Common Stock Exercising Redemption Rights — U.S. Holders — Taxation of Redemption Treated as a Sale of MCAC Class A Common Stock.” If none of the foregoing tests are satisfied, then the Redemption will be treated as a distribution and the tax effects will be as described below under “U.S. Federal Income Tax Considerations to Holders of MCAC Class A Common Stock Exercising Redemption Rights — U.S. Holders — Taxation of Redemption Treated as a Distribution.”

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only MCAC Common Stock actually owned by the U.S. Holder, but also shares of MCAC Common Stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any MCAC Common Stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include MCAC Common Stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting MCAC Common Stock actually and constructively owned by the U.S. Holder immediately following the Redemption must, among other requirements, be less than 80% of our outstanding voting MCAC Common Stock actually and constructively owned by the U.S. Holder immediately before the Redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of MCAC Common Stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of MCAC Common Stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock in us. The Redemption will not be essentially equivalent to a dividend if a U.S. Holder’s Redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the Redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

Taxation of Redemption Treated as a Distribution

If a Redemption does not qualify as a sale of MCAC Class A Common Stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in MCAC Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the MCAC Class A Common Stock and will be treated as described under “U.S. Federal Income Tax Considerations to Holders of MCAC Class A Common Stock Exercising Redemption Rights — U.S. Holders — Taxation of Redemption Treated as a Sale of MCAC Class A Common Stock.”

Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder may constitute “qualified dividends” that will be taxable at a reduced rate.

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Taxation of Redemption Treated as a Sale of MCAC Class A Common Stock

If a Redemption qualifies as a sale of MCAC Class A Common Stock, a U.S. Holder must treat any gain or loss recognized upon a sale, taxable exchange or other taxable disposition of MCAC Class A Common Stock as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the MCAC Class A Common Stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the sum of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its MCAC Class A Common Stock so disposed of. A U.S. Holder’s adjusted tax basis in its MCAC Class A Common Stock generally will equal the U.S. Holder’s acquisition cost less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.

U.S. Holders of MCAC Class A Common Stock considering exercising their redemption rights should consult their own tax advisors as to whether the Redemption will be treated as a sale or as a distribution under the Code and any special reporting requirements that may result from the Redemption.

Non-U.S. Holders

The characterization for U.S. federal income tax purposes of whether the Redemption of a Non-U.S. Holder’s MCAC Class A Common Stock constitutes a sale or exchange under Section 302 of the Code or a dividend generally will correspond to the U.S. federal income tax characterization of such a Redemption of a U.S. Holder’s MCAC Class A Common Stock, as described above, and the corresponding U.S. federal income tax consequences to Non-U.S. Holders resulting from such sale or dividend treatment are described below.

Because it may not be certain at the time a Non-U.S. Holder’s stock is redeemed whether such Redemption will be treated as a sale of MCAC Class A Common Stock or a distribution constituting a dividend, and because such determination will depend in part on a Non-U.S. Holder’s particular circumstances, we or the applicable withholding agent may not be able to determine whether (or to what extent) a Non-U.S. Holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, we or the applicable withholding agent may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration paid to a Non-U.S. Holder upon Redemption of such Non-U.S. Holder’s MCAC Class A Common Stock, unless (i) we or the applicable withholding agent has established special procedures allowing Non-U.S. Holders to certify that they are exempt from such withholding tax and (ii) such Non-U.S. Holders certify that they meet the requirements of such exemption (e.g., because such Non-U.S. Holders are not treated as receiving a dividend under the tests in Section 302 of the Code described above). However, there can be no assurance that we or any applicable withholding agent will establish such special certification procedures. If we or an applicable withholding agent withholds excess amounts from the amount payable to a Non-U.S. Holder, such Non-U.S. Holder generally may obtain a refund from the IRS. Non-U.S. Holders should consult with their tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and any applicable procedures or certification requirements.

Taxation of Redemption Treated as Sale of MCAC Class A Common Stock

Any gain realized by a Non-U.S. Holder on the Redemption of MCAC Class A Common Stock that is treated as a sale or exchange under Section 302 of the Code generally will not be subject to U.S. federal income tax unless:

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the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder);

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the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the Redemption (as determined pursuant to U.S. federal income tax law), and certain other conditions are met; or

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•

MCAC is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such MCAC Class A Common Stock redeemed, and either (A) shares of MCAC Class A Common Stock are not considered to be “regularly traded” on an “established securities market” (pursuant to how such terms are interpreted by applicable Regulations and IRS guidance) or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period, more than 5% of the outstanding shares of MCAC Class A Common Stock. There can be no assurance that shares of MCAC Class A Common Stock will be treated as regularly traded on an established securities market for this purpose.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point immediately above will be subject to a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses.

If the last bullet point immediately above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder on a Redemption generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, MCAC may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such Redemption. MCAC would generally be classified as a “U.S. real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. However, MCAC believes it is not and has not been at any time since formation, a U.S. real property holding corporation and does not expect to be a U.S. real property holding corporation immediately after the Business Combination is completed.

Taxation of Redemption Treated as a Distribution

If a Redemption does not qualify as a sale of MCAC Class A Common Stock, a Non-U.S. Holder will generally treated as receiving a distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits, will constitute a return of capital that will be applied against and reduce (but not below zero) the Non-U.S. Holder’s adjusted tax basis in MCAC Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the MCAC Class A Common Stock and will be treated as described under “U.S. Federal Income Tax Considerations to Holders of MCAC Class A Common Stock Exercising Redemption Rights — Non-U.S. Holders — Redemption Treated as a Sale or Exchange” above. In general, with respect to any distributions that constitute dividends for U.S. federal income tax purposes and are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (on an IRS Form W-8BEN or W-8BEN-E or other applicable documentation).

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the 30% withholding tax described above if such Non-U.S. Holder furnishes to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

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Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of cash to a U.S. Holder pursuant to a Redemption may be subject to information reporting to the IRS and possible backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Copies of information returns filed with the IRS may also be made available under the provisions of an applicable treaty or agreement with the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

FATCA

Provisions under the Foreign Account Tax Compliance Act, commonly referred to as “FATCA,” impose withholding of 30% on payments of dividends (including amounts treated as dividends received pursuant to a Redemption) on MCAC Class A Common Stock to holders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. Holder or an individual Non-U.S. Holder that timely provides the certifications required on a valid IRS Form W-9 or W-8BEN, respectively. Holders potentially subject to withholding include “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and “non-financial foreign entities” unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interest in or accounts with those entities) have been satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Non-U.S. Holders should consult their tax advisors regarding the effects of FATCA on a Redemption.

The IRS issued proposed Regulations that eliminate withholding on payments of gross proceeds with respect to the disposition of stock. Pursuant to the preamble of these proposed Regulations, any withholding agent may (but is not required to) rely on this proposed change to FATCA withholding until the final regulations are issued or the proposed regulations are withdrawn. All holders should consult their tax advisors regarding the effects of FATCA on a Redemption.

U.S. Federal Income Tax Considerations of the Business Combination to the ConnectM Stockholders

The following is a discussion of the material U.S. federal income tax consequences applicable to holders who exchange their ConnectM capital stock for MCAC Common Stock in the Business Combination. This discussion applies only to shares of ConnectM capital stock held as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).

As described above, the following does not purport to be a complete analysis of all potential tax effects on holders of ConnectM capital stock resulting from the Business Combination. The effects of other U.S. federal tax laws, including any item listed above with respect to holders subject to Special Rules (replacing any reference to “MCAC Class A Common Stock” with “MCAC Common Stock”), estate and gift tax laws,

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and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect holders to which this section applies and could affect the accuracy of the statements herein. Neither MCAC nor ConnectM has sought and neither of them will seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that regarding tax consequences discussed below.

Characterization of the Business Combination

On the basis of the representations of MCAC and ConnectM, it is the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the parties to the Merger Agreement have agreed to report the Business Combination in a manner consistent with such tax treatment to the extent permitted under applicable law. Such opinion is filed as Exhibit 8.1 to this proxy statement/prospectus and is based on customary assumptions, representations and covenants.

Each of MCAC and ConnectM intends the Business Combination to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In the Business Combination Agreement, each of MCAC, Merger Sub and ConnectM agrees to use its reasonable best efforts to cause the Business Combination to qualify, and agrees not to take, and not to permit or cause any of its affiliates or subsidiaries to take any action which to its knowledge would reasonably be expected to prevent the Business Combination from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

The obligations of MCAC and ConnectM to complete the Business Combination are not conditioned on the receipt of an opinion of counsel to the effect that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, and the Business Combination will occur even if it does not so qualify.

U.S. Holders

Assuming the Business Combination is treated as a reorganization within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to U.S. Holders of ConnectM capital stock will be as follows:

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A U.S. Holder will not recognize gain or loss upon the exchange of ConnectM capital stock for MCAC Common Stock pursuant to the Business Combination;

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a U.S. Holder’s aggregate tax basis for the shares of MCAC Common Stock received in the Business Combination will equal the U.S. Holder’s aggregate tax basis in the shares of ConnectM capital stock surrendered in the Business Combination; and

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the holding period of the shares of MCAC Common Stock received by a U.S. Holder in the Business Combination will include the holding period of the shares of ConnectM capital stock surrendered in exchange therefor.

For purposes of the above discussion regarding the determination of the bases and holding periods for shares of MCAC Common Stock received in the Business Combination, U.S. Holders who acquired different blocks of ConnectM capital stock at different times for different prices must calculate their bases and holding periods in their shares of ConnectM capital stock separately for each identifiable block of such stock exchanged in the Business Combination.

As provided in Regulations Section 1.368-3(d), each U.S. Holder who receives shares of MCAC Common Stock in the Business Combination is required to retain permanent records pertaining to the Business Combination, and make such records available to any authorized IRS officers and employees. Such records should specifically include information regarding the amount, basis, and fair market value of all transferred property, and relevant facts regarding any liabilities assumed or extinguished as part of such reorganization. Additionally, U.S. Holders who owned immediately before completion of the Business Combination at least 1% (by vote or value) of the total outstanding stock of ConnectM, or ConnectM

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“securities” (as specially defined for U.S. federal income tax purposes) the aggregate U.S. federal income tax basis of which was at least $1 million, are required to attach a statement to their tax returns for the year in which the Business Combination is completed that contains the information listed in Regulations Section 1.368-3(b). Such statement must include the U.S. Holder’s tax basis in and fair market value of such U.S. Holder’s shares of ConnectM stock, and any such “securities” surrendered in the Business Combination, the date of completion of the Business Combination and the name and employer identification number of each MCAC and ConnectM. U.S. Holders of ConnectM capital stock are urged to consult with their tax advisors regarding the application of these rules.

If the Business Combination fails to qualify as a reorganization within the meaning of Section 368(a) of the Code and is a taxable transaction, then a U.S. Holder would recognize gain or loss upon the exchange of the holder’s shares of ConnectM capital stock for shares of MCAC Common Stock equal to the difference between the fair market value, at the time of the exchange, of the MCAC Common Stock received in the Business Combination and such U.S. Holder’s tax basis in the shares of ConnectM capital stock surrendered in the Business Combination. Such gain or loss would be long-term capital gain or loss if the ConnectM capital stock was held for more than one year at the time of the Business Combination. In addition, the U.S. Holder’s aggregate tax basis in the shares of MCAC Common Stock received in the Business Combination would equal their fair market value at the time of the closing of the Business Combination, and the U.S. Holder’s holding period of such shares of MCAC Common Stock would commence the day after the closing of the Business Combination.

Non-U.S. Holders

The U.S. federal income tax consequences of the Business Combination applicable to Non-U.S. Holders of ConnectM capital stock will generally correspond to the U.S. federal income tax consequences applicable to U.S. Holders (as described above), except as noted below.

Non-U.S. Holders will not be subject to U.S. federal income tax on any gain recognized as a result of the Business Combination (i.e., if the Business Combination does not qualify as a reorganization under Section 368(a) of the Code and is taxable transaction) unless:

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ConnectM is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the Business Combination or the Non-U.S. Holder’s holding period for such ConnectM capital stock.

If the last bullet point immediately above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder with respect to such holder’s ConnectM capital stock as a result of the Business Combination will be subject to tax at generally applicable U.S. federal income tax rates and a 15% U.S. federal withholding tax could apply. However, ConnectM believes that it is not and has not been at any time since formation, a U.S. real property holding corporation and does not expect to be a U.S. real property holding corporation immediately after the Business Combination is completed.

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INFORMATION ABOUT MCAC

Overview

MCAC was incorporated in Delaware on September 23, 2021 and was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. MCAC currently has until November 13, 2024 to consummate an initial business combination pursuant to the Second Extension, which provides the MCAC Board with the right to extend the deadline for the consummation of an initial business combination up to an additional six times for one month each time. On November 9, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to December 11, 2023 by depositing approximately $325,715 in the Trust Account. On December 11, 2023, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to January 13, 2024 by depositing approximately $325,715 in the Trust Account. On January 8, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to February 13, 2024 by depositing approximately $325,715 in the Trust Account. On February 9, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to March 13, 2024 by depositing approximately $325,715 in the Trust Account. On March 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to April 13, 2024 by depositing approximately $325,715 in the Trust Account. On April 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to May 13, 2024 by depositing approximately $325,715 in the Trust Account. MCAC previously extended the deadline for the consummation of an initial business combination pursuant to the Initial Extensions and First Extension. On May 10, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to June 13, 2024 by depositing approximately $315,416 in the Trust Account. On June 11, 2024, the MCAC Board extended the deadline for the consummation of an initial business combination for one additional month to July 13, 2024 by depositing approximately $315,416 in the Trust Account. If MCAC is unable to complete a business combination within the required time period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, 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 and not previously released to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the MCAC Board, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its warrants, which will expire worthless if MCAC fails to complete a business combination within the prescribed time period.

Offering Proceeds Held in the Trust Account

The registration statement for the IPO was declared effective on May 10, 2022. On May 13, 2022, MCAC consummated its IPO of 9,200,000 MCAC Public Units, which included the full exercise by EF Hutton of its over-allotment option in the amount of 1,200,000 MCAC Public Units, at $10.10 per Unit, generating gross proceeds of $92,000,000. Simultaneously with the closing of its IPO, MCAC consummated the sale of 3,040,000 MCAC Private Placement Warrants in a private placement to the Sponsor, generating gross proceeds of $3,040,000.

Following the closing of the IPO, an amount of $92,920,000 ($10.10 per MCAC Public Unit) from the net proceeds of the sale of the MCAC Public Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account at JPMorgan Chase Bank, N.A., with Continental acting as trustee. The Trust Account is 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”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under

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the Investment Company Act, as determined by use, until the earlier of: (i) the consummation of a business combination, (ii) the redemption of any public shares in connection with a stockholder vote to amend the Current Charter to (A) modify the substance or timing of its obligation to redeem 100% of its public shares if it does not complete a business combination within 24 months from the consummation of its IPO or (A) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the distribution of the Trust Account, if MCAC is unable to complete a business combination within the 24-month period or upon any earlier liquidation of MCAC.

Business Combination Activities

On December 31, 2022, MCAC entered into the Merger Agreement. As a result of the transaction, Merger Sub will merge with and into ConnectM, with ConnectM surviving the Merger as New ConnectM, which will become a wholly owned subsidiary of MCAC. At the Effective Time, MCAC will change its name to “ConnectM Technology Solutions, Inc.” In the event that a business combination is not consummated by November 13, 2024 (unless such time period has been extended as described herein), MCAC’s corporate existence will cease, and we will distribute the proceeds held in the Trust Account to our public stockholders.

Redemption Rights

Pursuant to the Current Charter, our stockholders (except the initial stockholders) will be entitled to redeem their public shares for a pro rata share of the Trust Account (currently anticipated to be no less than approximately $11.21 per share based upon the amount in the Trust Account as of May 9, 2024 for stockholders) net of taxes payable. The initial stockholders do not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly.

Automatic Dissolution and Subsequent Liquidation of Trust Account if No Business Combination

If MCAC does not complete a business combination by November 13, 2024 (unless such time period has been extended as described herein), it will trigger the automatic winding up, dissolution and liquidation pursuant to the terms of the Current Charter. As a result, this has the same effect as if MCAC had formally gone through a voluntary liquidation procedure under Delaware law. Accordingly, no vote would be required from MCAC’s stockholders to commence such a voluntary winding up, dissolution and liquidation. If MCAC is unable to consummate a business combination within such time period, it will, as promptly as possible but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of MCAC’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay its taxes, and then seek to liquidate and dissolve. In the event of its dissolution and liquidation, the MCAC Private Placement Warrants and MCAC Public Warrants will expire and will be worthless.

Although MCAC will seek to have all vendors, service providers, prospective target businesses or other entities with which MCAC does business execute agreements with MCAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of MCAC’s public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Adeptus Partners, LLC, our independent registered public accounting

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firm, and the underwriters of the IPO, will not execute agreements with us waiving such claims to the monies held in the Trust Account.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.10 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, the MCAC Board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and MCAC to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Facilities

We currently maintain our executive offices at 419 Webster Street, Monterey, CA 93940. We have agreed to pay our Sponsor or its affiliate or designee a total of $10,000 per month for office space, utilities and secretarial and administrative services until the consummation of an initial business combination. We consider our current office space adequate for our current operations.

Employees

We currently have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters, but they devote as much of their time as they deem necessary, in the exercise of their respective business judgment, to our affairs until we have completed the Business Combination. We do not intend to have any full time employees prior to the consummation of the Business Combination. We do not have an employment agreement with any member of our management team.

Directors and Executive Officers

MCAC’s directors and executive officers are as follows:

Name	Age	Title
Bala Padmakumar	63	Chief Executive Officer and Chairman of the Board
Vivek Soni	65	Executive Vice President and Director
Daniel Davis	58	Chief Financial Officer
Leela Gray	57	Director
Kathy Cuocolo	72	Director
Stephen Markscheid	70	Director

Bala Padmakumar has been MCAC’s Chief Executive Officer and the Chairman of the board of directors since September 2021. Mr. Padmakumar is a broad based entrepreneur and technologist with a strong background in strategic partnerships, product and business development, technology and operations, private equity, and venture capital environments. Since August 2020, Mr. Padmakumar has been a partner at Advantary LLC, where he specializes in business development and advises on strategic matters. Since January 2021, he has been actively advising the Asia practice of FocalPoint Partners LLC, a boutique investment bank, on deal flow diligence in the clean transition space in Asia. Since June 2021, he has been an advisor to the Chief Executive Officer of NTherma Corporation on strategic relationships and capital raising activities. From July 2016 to December 2021, Mr. Padmakumar has also advised on deal flow and provided operational support to portfolio companies for a fund set up to support SK Telecom Co., Ltd.’s strategic interests. From 2007 through 2010, Mr. Padmakumar was a Venture Partner at X/Seed Capital Management, LLC, where he focused on transactions in the cleantech and materials sectors. Additionally,

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from 2011 to October 2020, Mr. Padmakumar was the Chief Executive Officer at Amperics, Inc., a developer and vendor of high energy density ultracap hybrid storage systems. Mr. Padmakumar also has extensive experience in the clean energy sectors, having been an advisor to Lionrock Batteries Ltd., which creates flexible batteries and high performance separator technology from 2019 to 2024, an advisor to the board of directors and CEO of Hyperscale Data Center Company, a company focused on energy usage efficiency in hyperscale data centers from 2018 to 2020, and an advisor to the chairman of Advanced Systems Automation Limited in Singapore, where he advised on issues surrounding urban transportation, High Energy Density Li Ion battery (NMC technology) and 3D printing technology from 2017 to 2019. Mr. Padmakumar also has broad experience advising on capital raising and corporate strategy, serving as a mentor to OneValley Inc., a global entrepreneurship platform for individuals, startups, and corporations seeking innovation and accelerated growth, and as an advisor to several early stage companies from audio technologies to SaaS products. Mr. Padmakumar has a Bachelor’s Degree in Technology from the University of Madras in Chemical Engineering and a Master of Science Degree in Chemical Engineering from Stanford University. We believe that Mr. Padmakumar has the qualifications to be a member of our Board of Directors because of his broad experience advising on capital raising and corporate strategy, serving as a mentor to individuals, startups, and corporations seeking innovation and accelerated growth, and as an advisor to several early-stage companies from audio technologies to SaaS products.

Vivek Soni has been MCAC’s Executive Vice President and a member of the Board since September 2021. Dr. Soni has held board and crucial managerial positions at numerous businesses within the cleantech and venture space. Dr. Soni has been an Operating Partner of Prithvi Ventures LLC, since January 2021, which is a Climatech fund. At Prithvi Ventures, Dr. Soni has played a vital role in investing $30 million since 2021 in the clean transition sector that includes investments in energy storage, electrical vehicle (EV) technology, renewable energy, and novel materials companies. Since April 2023, Dr. Soni is a member of the Board of Directors of Rushnu, Inc and is a Board Observer at Tandem Repeat Technologies, Inc. since November 2022. Since September 2017, Dr. Soni has been on the Advisory Board of Reading Municipal Light Department, the largest municipal electric utility in Massachusetts and currently is the Chair. From 2016 to May 2022, Dr. Soni was the Managing Director for TiE Boston Angels, where he created a robust process for syndication and due diligence, and also grew investments threefold over five years. From 2007 to 2011, Mr. Soni was a Venture Advisor to Nomura International plc’s New and Clean Energy Technology Ventures fund, a late stage Cleantech VC fund. Since 2006, Dr. Soni has also been the Managing Partner of Boston Cleantech, a company that enables investors and entrepreneurs to grow businesses in cleantech, energy, chemicals, materials and manufacturing. Dr. Soni’s responsibilities include promoting early-stage companies and impact investing in cleantech, carbon capture and sequestration, and solar energy. Dr. Soni is also a member of the boards of directors of A.T.E. Private Limited, A.T.E. Enterprises Private Limited and A.T.E. Huber Envirotech Private Limited, where he provides expertise on governance, technology, innovation, cleantech, fundraising, acquisitions and global expansion. Dr. Soni was also President, Corporate Technology Strategy and Services at the Aditya Birla Group (a large India based multi-national industrial group) from 2001 to 2004 where he was responsible for R&D activities in manufacture of novel materials and fuel cells. Dr. Soni holds a Bachelor’s Degree in Technology from the Indian Institute of Technology, New Delhi, India, a Master of Science Degree in Polymer Science & Engineering from the University of Massachusetts, Amherst, a Ph.D. in Polymer Science & Engineering from the University of Massachusetts, Amherst, and an Executive Development Program certificate from the Kellogg School of Management at Northwestern University.

Daniel Davis has been MCAC’s Chief Financial Officer since 2021. Mr. Davis is a skilled financial executive with a proven background in managing and growing companies. Mr. Davis served as the Chief Administrative Officer of SeQure Dx, Inc., a company focused on providing off-target diagnostics in gene editing from April 2021 to October 2021, and as the Chief Financial Officer of SeQure Dx, Inc. from November 2021 to November 2022. Prior to that, from 2007 through April 2020, Mr. Davis was a Director in the Life Sciences and Technology Practice at Accounting Management Solutions (“AMS”), and subsequently, following its acquisition, at CliftonLarsonAllen LLP, an accountancy firm. At AMS, Mr. Davis founded and managed the life sciences practice and provided strategic consulting on complex engagements surrounding fundraising and mergers and acquisitions strategies. Mr. Davis is also co-founder, acting Chief Financial Officer and Director of AngioWave Imaging, LLC, where he led an over-subscribed seed round, and was a key contributor to the strategic plan and drove the forecasting for the five-year plan. Mr. Davis received his B.A. in Political Science from Brown University and his M.B.A from the University of Pennsylvania, Wharton School of Business.

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Leela Gray has been a member of MCAC’s Board since 2021. Ms. Gray is a retired Brigadier General with 30 years in the U.S. Army, including seven in the U.S. Army Reserve while in corporate positions developing business expertise. Ms. Gray has served as a Director of Empower Rideshare, a SaaS company disrupting the ride hailing industry, since November 2021, and Cycurion, Inc., a Network Communications and Information Technology Security Solutions provider, since March 2022. Between November 2018 and May 2019, Ms. Gray served as Strategic Advisor to United States Army Cyber Command, playing a key role in innovating and modernizing cyber policy shaped by her market and stakeholder insights, including her tenure at the Department of State, where she created interagency and international partner initiatives in Cyber/Information Warfare. Prior to that, from August 2016 to July 2018, Ms. Gray served as a Deputy Commanding General at the U.S. Army Central Command guiding strategies to transform operations and logistics. As a National Security senior executive with Top Secret clearance, Ms. Gray represented the United States internationally, shaped policy, and advised logistics and governance, building on a global perspective that also included two combat operations and one peacekeeping mission. Since June 2020, Ms. Gray has been a mentor at Tampa Bay WAVE’s Tech Accelerator programs. From July 2019 to June 2021, Ms. Gray served on the Executive Board of Alpha Omicron Pi Fraternity, a $100 million international nonprofit with over 100,000 members. Ms. Gray currently serves on the Advisory Board of Empower Rideshare, SaaS ridesharing company alternative to Uber and Lyft and holds the National Association of Corporate Directors (NACD) Directorship Certification™. Ms. Gray earned a Master of Strategic Studies from the United States Army War College, an M.A. in Journalism from Ball State University, and a B.A. in Communications from Elon University.

Kathy Cuocolo has been a member of MCAC’s Board since 2021. Ms. Cuocolo is a versatile executive and director with demonstrated success in developing and managing financial services operations on a global basis. Ms. Cuocolo is currently a director and Audit Chair of Greenbacker Renewable Energy Company LLC and a director at Syntax ETF Trust. Her prior directorships include President and Director of The China Fund, Inc., which invests primarily in private placements in mainland China, Chairperson of Select Sector ETF Trust, and a director of Guardian Life family of funds. From 2014 through March 2020, Ms. Cuocolo was the president of Syntax Advisors, LLC where she was responsible for all aspects of business operations and the development of its financial management products. Prior to that, from 2008 until 2013, Ms. Cuocolo was a Managing Director and Division Head for the Mutual Fund and global ETF Services for The Bank of New York Mellon Corporation, where she was responsible for the operations and strategic planning for these business lines. Prior to that, from 1982 until 2003, Ms. Cuocolo served in various roles at State Street Corporation, including as an Executive Vice President, Division Head of Investor Products and Services, where she was responsible for operations and strategic planning. Ms. Cuocolo was a member of the corporations’ Executive Operating Committee responsible for all aspects of business strategy. During her 22 years at State Street, Ms. Cuocolo led the firm to become the largest fund administrator in the U.S., with over $1.2 trillion in assets. Prior to State Street, Ms. Cuocolo was an auditor at PriceWaterhouseCoopers LLP. Ms. Cuocolo received her B.A. in Accounting, summa cum laude, from Boston College, and holds a Masters Professional Director Certificate from the American College of Corporate Governance. Ms. Cuocolo received her CPA license in the Commonwealth of Massachusetts in 1981. We believe that Ms. Cuocolo has the qualifications to be a member of our Board of Directors because of her extensive experience in cleantech, finance/audit, and as independent director in other public companies.

Stephen Markscheid has been a member of MCAC’s Board since 2021. Mr. Markscheid is currently the Managing Partner of Aerion Capital and currently serves as a director of Fanhua, Inc. (Nasdaq: FANH), JinkoSolar Holding Co., Ltd. (NYSE: JKS), Zhongjin Technology Services Group Company Limited (HKEX: Stock Code 08295), UGE International Ltd. (TSXV: UGE.V), and Four Leaf Acquisition Corporation (Nasdaq: FORL). In addition, Mr. Markscheid serves as a Board Advisor to several companies, including NanoGraf Corporation, Intelligent Generation LLC, Nulyzer Inc. and Hago Energetics, Inc., Mr. Markscheid also serves as a trustee emeritus of Princeton-in-Asia and Chairman Emeritus of KX Power, a UK based energy storage project developer. From 1998 until 2006, Mr. Markscheid served as a Director of Business Development and Senior Vice President and led GE Capital’s business development activities in China and the Asia Pacific region, primarily focusing on acquisitions and direct investments. Prior to GE, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. Mr. Markscheid was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. Mr. Markscheid began his career with the US-China Business Council, in Washington D.C. and Beijing. Mr. Markscheid earned a B.A. in East Asian Studies from Princeton University in 1976, an

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M.A. in international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian. We believe that Mr. Markscheid has the qualifications to be a member of our Board of Directors because of his extensive experience in cleantech and as independent director in other public companies.

Number and Terms of Office of Officers and Directors

The MCAC Board is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. The term of office of the first class of directors, consisting of Kathy Cuocolo, Leela Gray and Stephen Markscheid, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Bala Padmakumar and Vivek Soni, will expire at our second annual meeting of stockholders.

Collectively, through their positions described above, MCAC’s officers and directors have extensive experience in clean energy.

Director Independence

Nasdaq listing standards require that a majority of the board of directors of a company listed on Nasdaq must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. MCAC has determined that all of its directors, other than Bala Padmakumar and Vivek Soni, are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Board Committees

Audit Committee

MCAC has established an audit committee of the Board of Directors, which consists of Kathy Cuocolo, Stephen Markscheid, and Leela Gray. Kathy Cuocolo chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, MCAC is required to have at least three members of the audit committee, all of whom must be independent. Each of Kathy Cuocolo, Stephen Markscheid, and Leela Gray meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Kathy Cuocolo qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee’s duties, which are specified in MCAC’s Audit Committee Charter, include, but are not limited to:

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the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by MCAC;

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pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by MCAC, and establishing pre-approval policies and procedures;

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setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

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obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm

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and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

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reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

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reviewing with management, the independent registered public accounting firm, and MCAC’s legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

MCAC has established a compensation committee of the Board, which consists of Kathy Cuocolo, Stephen Markscheid, and Leela Gray, each of whom meets the independent director standard under Nasdaq’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Mr. Markscheid serves as Chairman of our compensation committee.

The compensation committee’s duties, which are specified in MCAC’s Compensation Committee Charter, include, but are not limited to:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of MCAC’s Chief Executive Officer based on such evaluation;

•

reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

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reviewing on an annual basis our executive compensation policies and plans;

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implementing and administering MCAC’s incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•

if required, producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to our Sponsor, of $10,000 per month, for up to 24 months, for the office space, utilities, and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of MCAC’s existing stockholders, officers, directors or any of its respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

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Other Board Committees

The Board intends to establish a Nominating Committee upon consummation of the Business Combination. At that time, the Board intends to adopt a charter for this committee. Prior to such time, our independent directors will address any nominations process, as required by Nasdaq.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to the registration statement filed in connection with the IPO. You are able to review the Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

Executive Compensation

Compensation Discussion and Analysis

None of our executive officers or directors has received any cash compensation for services rendered. No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, executive officers and directors, or any entity with which they are affiliated, for services rendered prior to or in connection with the consummation of the Business Combination other than (i) repayment of loans made to us prior to May 10, 2022 by an affiliate of our Sponsor to cover offering-related and organization expenses, (ii) repayment of loans that our Sponsor, members of our management team or any of their respective affiliates or other third parties may make to finance transaction costs in connection the Business Combination (provided that if we do not consummate the Business Combination, we may use working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment), (iii) payments to our Sponsor or its affiliate or designee of a total of $10,000 per month for office space, utilities and secretarial and administrative support services, (iv) at the closing of the Business Combination, customary advisory fees, including placement agent fees, to an affiliate of our Sponsor, in amounts that constitute a market standard fee for comparable transactions and services provided, and (v) to reimburse for any out-of-pocket expenses related to identifying, investigating and completing the Business Combination. After the consummation of the Business Combination, directors or members of our management team who remain in one of those capacities may be paid director, consulting, management or other fees from the Combined Company with any and all amounts being fully disclosed to stockholder.

Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of the Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after the Business Combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee serves or served during the fiscal year ended December 31, 2022, as a member of the Board or compensation committee of a company that has one or more executive officers serving as a member of the Board or compensation committee.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MCAC

The following discussion and analysis of Monterey Capital Acquisition Corporation (for purposes of this section, “MCAC,” “we,” “us,” and “our”) financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto contained elsewhere in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

All statements other than statements of historical fact included in this proxy statement/prospectus including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MCAC” regarding MCAC’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to MCAC or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of MCAC’s management, as well as assumptions made by, and information currently available to them. Actual results could differ materially from those contemplated by the forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and elsewhere in this proxy statement/prospectus.

Overview

MCAC is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. MCAC is an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies. MCAC intends to effectuate the Business Combination using cash from the proceeds of the IPO, the sale of MCAC Private Placement Warrants that occurred simultaneously with the completion of the IPO, its capital stock, debt or a combination of cash, stock and debt. MCAC expects to continue to incur significant costs in the pursuit of its acquisition plans.

Agreement for Business Combination

On December 31, 2022, MCAC entered into the Merger Agreement by and among MCAC, Merger Sub and ConnectM, as amended October 12, 2023 and April 12, 2024. 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 Board has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) recommended the approval of the Merger Agreement and related matters by the stockholders of MCAC. In addition, in connection with the consummation of the Merger, MCAC will be renamed ConnectM Technology Solutions, Inc.

At the Effective Time, each share of ConnectM Common Stock and ConnectM Preferred Stock (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 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 (the “Merger Consideration”) (as defined below), 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 shares of MCAC Common Stock, subject to the Transaction Expense Adjustment. In addition, at the Effective Time, (i) each outstanding option to purchase shares of ConnectM Common Stock will be converted into an option to purchase shares of MCAC Common Stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Exchange Ratio, with the per-share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio and (ii) each outstanding warrant to purchase shares of ConnectM Common Stock will be converted into a warrant to purchase shares of MCAC Common Stock equal to the number of shares subject to such warrant

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prior to the Effective Time multiplied by the Exchange Ratio, with the per-share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.

The Business Combination also calls for additional agreements, including, among others, the Amended & Restated Registration Rights Agreement, the Sponsor Support Agreement, MCAC Stockholder Support Agreement and the Forward Purchase Agreement, as described elsewhere in this proxy statement/prospectus.

Results of Operations

Our entire activity since inception was in preparation for the IPO, and since the IPO, our activity has been limited to the search for a prospective initial 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.

Liquidity and Capital Resources

At December 31, 2023, MCAC had cash of $5,947 and a working capital deficit of $6,843,119.

MCAC has neither engaged in any operations nor generated any revenues to date. MCAC’s only activities from September 23, 2021 (inception) to March 31, 2024 were organizational activities and those necessary to consummate the IPO and identifying a target company for a business combination. MCAC does not expect to generate any operating revenues until after the completion of the Business Combination, at the earliest. MCAC has generated and expects to continue to generate non-operating income in the form of dividend and interest income on marketable securities held after the IPO. MCAC has incurred and expects 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.

MCAC’s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, 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 IPO, MCAC’s liquidity needs have been and will continue to be satisfied through the net proceeds held outside of the Trust Account from the consummation of the IPO and the sale of the Private Placement Warrants. In addition, in order to finance transaction costs in connection with an initial business combination, the Sponsor, an affiliate of the Sponsor, or certain of MCAC’s officers and directors or their affiliates may, but are not obligated to, loan MCAC funds as may be required (“Working Capital Loans”). The Working Capital Loans are to be repaid upon consummation of an initial 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, we received $1,119,457 in Working Capital Loans. Further, during the year ended December 31, 2023, we received $445,000 in loans from ConnectM in the same form as the Working Capital Loans.

As of March 31, 2024, we had cash in the Trust Account of $80,714,142. We intend 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,

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to the extent that our 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. MCAC is required to complete an initial business combination by November 13, 2024 pursuant to the Second Extension. Considering that MCAC’s ability to consummate its’ proposed Business Combination is uncertain, we may be required to dissolve as early as November 13, 2024, pursuant to the requirements of the Second Extension, should an initial business combination not be consummated within that timeframe. We will need to raise additional capital through loans or additional investments from the Sponsor, stockholders, officers, directors, or third parties. The Sponsor, officers and directors may, but are not obligated to, loan us funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing.

Contractual Obligations

Registration Rights

The holders of Founder Shares, MCAC Private Placement Warrants and MCAC Public 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 MCAC 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. MCAC will bear the expenses incurred in connection with the filing of any such registration statements.

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 MCAC completes an initial business combination, subject to the terms of the underwriting agreement from the IPO.

Administrative Support Agreement

In conjunction with the IPO closing, MCAC 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 until the earlier of the consummation of an initial business combination or liquidation of MCAC. We incurred $30,000 under the agreement during each of the three months ended March 31, 2024 and 2023, respectively. Upon completion of the initial business combination or our liquidation, we will cease paying

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these monthly fees. As of March 31, 2023 and December 31, 2023, $93,600 and $63,600, respectively, was due under the administrative support agreement.

Critical Accounting Policies

The preparation of condensed 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 condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. MCAC has not identified any critical accounting policies.

Net Loss Per Common Stock

MCAC 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 shares of MCAC Class B Common Stock that were subject to forfeiture until the IPO.

MCAC’s 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 MCAC Class A Common Stock subject to possible redemption and consistent with ASC 480-10-S99-3A, MCAC deemed the fair value of the MCAC 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 MCAC Public Warrants, MCAC Private Placement Warrants, and MCAC Rights, could, potentially, be exercised or converted into common stock and then share in the earnings of MCAC. Additionally, the embedded feature to convert the Working Capital Loans into MCAC Private Placement Warrants at a price of $1.00 per warrant, could, potentially, be exercised or converted into common stock and then share in the earnings of MCAC. 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.

Share-Based Payment Arrangements

MCAC 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.

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 MCAC’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.

Derivative Financial Instruments

MCAC issued MCAC Public Warrants and MCAC Rights to its investors, the overallotment option to the underwriter, and the Working Capital Loans to the Sponsor. MCAC 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

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MCAC’s own stock and whether the holders of the instruments could potentially require “net cash settlement” in a circumstance outside of MCAC’s control, among other conditions for equity classification.

At the IPO date, the MCAC Public Warrants and MCAC Rights and MCAC Private Placement 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.

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 our unaudited condensed statements of operations for the three months ended March 31, 2024 and 2023, respectively.

Redeemable Share Classification

All of the 9,200,000 shares of MCAC Class A Common Stock sold as part of the MCAC Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with MCAC’s liquidation, if there is a stockholder vote or tender offer in connection with an initial business combination and in connection with certain amendments to the Current Charter. 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 MCAC require common stock subject to redemption to be classified outside of permanent equity.

Immediately upon the closing of the IPO, MCAC recognized the accretion from initial book value to redemption amount of the redeemable shares of MCAC Class A Common Stock, which approximates fair value. The change in the carrying value of the MCAC 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 IPO date, MCAC accretes dividend and interest income earned in the Trust Account in excess of income and franchise taxes.

MCAC does not expect any other recently issued standards to have a material impact on MCAC’s consolidated financial statements.

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 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.

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 our officers and directors

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may, but are not obligated to, loan us the Company funds as may be required (“Working Capital Loans”). We will repay the Working Capital Loans upon the completion of an initial business combination. In the event that an initial business combination does not close, we 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 years ended December 31, 2023 and 2022, the Sponsor loaned us $582,457 and $157,000, respectively, in Working Capital Loans. The Working Capital Loans are to be repaid upon consummation of an initial business combination, without interest, or, at the lender’s option, up to $1.5 million of the outstanding Working Capital Loans are convertible into MCAC Private Placement Warrants at a price of $1.00 per warrant. As of December 31, 2023 and 2022, we had $739,457 and $157,000, respectively, borrowed under the Working Capital Loans from the Sponsor. 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 an initial business combination, without interest, or, at the lender’s option, up to $1.5 million of the outstanding Working Capital Loans are convertible into MCAC Private Placement Warrants at a price of $1.00 per warrant. As of March 31, 2024 and December 31, 2023, we had $1,119,457 and $739,457, respectively, borrowed under the Working Capital Loans from the Sponsor.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. MCAC qualifies as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. MCAC elected to delay the adoption of new or revised accounting standards, and as a result, MCAC 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, the 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,” MCAC choose to rely on such exemptions MCAC may not be required to, among other things, (i) provide an auditor’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 auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until MCAC is no longer an “emerging growth company,” whichever is earlier.

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BUSINESS OF CONNECTM

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to ConnectM prior to the consummation of the Business Combination.

Overview

ConnectM is a clean energy technology and solutions provider for residential and light commercial buildings and all-electric original equipment manufacturers, or OEMs, with a proprietary digital platform to accelerate the transition to solar and all-electric heating, cooling and transportation. By leveraging technology, data, artificial intelligence, contemporary design, and behavioral economics, we believe we are making electrification more user friendly, more affordable, more precise, and more socially impactful. To that end, we have built a vertically integrated company with wholly-owned service networks and the full technology stack to power them. ConnectM customers are able to reduce their energy dependence on fossil fuels, overall energy costs and carbon footprint.

Our technology platform encompasses marketing to life cycle management, customer care to claims processing, finance to rebates/incentives. Our architecture melds artificial intelligence with the humankind, and learns from the data it generates to become better at providing technology solutions to customers and quantifying customer lifetime value. In addition to digitizing electrification end-to-end, we also reimagined the underlying business model to minimize customer churn while maximizing trust and improving environmental impact.

We believe that our cocktail of enhanced user experience, aligned values, and competitive cost enjoys broad appeal. Our customer’s electrification needs typically grow over time to encompass more and higher value products such as heat pumps, highly efficient air conditioners, solar roof, battery storage, electric vehicles and weatherization. These progressions can generate increases in customer lifetime value. We expect our business to benefit from highly recurring, predictable, and naturally growing revenue streams; a level of automation that we believe satisfies our customers while collapsing costs; and an architecture that generates and employs data to price and implement electrification solutions with greater precision, which will also benefit our customers and our strategic OEM partners.

Our Products and Services

ConnectM is a single point solution provider for the homeowner for all their electrification and decarbonization needs. As part of our customer onboarding process, our home energy specialists prepare a multi-year blueprint for equipment and system installations that is aligned with homeowner needs and ensures full leverage of federal, state, and utility rebates, tax credits, and incentives. Our weatherization, HVAC, solar, battery, and EV charger installation teams work in tandem with the home energy specialists ensuring optimal roll out of the blueprint. Our measurement and verification platform ensures that homeowners experience the savings that was envisioned during the blueprint stage.

As a service provider, our priority is to ensure optimal performance of our equipment and systems which increases customer satisfaction and the likelihood of obtaining additional electrification and decarbonization work. Our integrated Internet of Things (IoT) platform enables us to remotely monitor and control our systems so that we know of any problems with the performance of our systems before our customers experience any equipment outage.

ConnectM operates on two applications — Aurai and Yantra. These are two different applications developed and running on a common technology platform. Aurai is our electrification and decarbonization application for residential and light commercial buildings. We have built a proprietary full stack technology application for remote asset monitoring and control, along with a proprietary artificial intelligence (AI) assistant to provide maintenance, repair and installation.

Yantra is our transportation and logistics network application that enables EV OEMs to offer smart features to their end customers along with potentially valuable data collection. Using the Yantra application, (i) equipment manufacturers of electromechanical and electric vehicles can access actionable data gathered from IoT systems connected to their equipment, (ii) asset owners can intelligently protect their investments, and (iii) equipment service providers can boost their on-the-job efficiency.

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OEMs, distributors, and third-party service providers leverage Aurai and Yantra applications to build a differentiated infrastructure for demand creation, implementation, and ongoing management of decarbonization, electrification and energy efficient (DE2) solutions.

Additionally, we also leverage Aurai and Yantra applications to create our own highly differentiated service offering. We are building a network of “Aurai Service Hubs” that are designed to service homes and light commercial buildings in 10 to 15 mile radius areas (150,000 to 300,000 buildings).

Each service hub is equipped to install, repair, and manage, including remote monitoring and control, the following equipment:

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energy efficient heating and cooling equipment, such as heat pumps and geothermal equipment;

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comfort suites, such as insulation, weatherization and zoning with smart vents;

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solar and battery storage;

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EV charging/Electric vehicles; and

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water heaters.

By leveraging our IoT enabled connectivity and sensory infrastructure, we collect and process equipment performance data, generating valuable insights highlighting the impact of our DE2 solutions for both the service provider and retail customers.

We have developed portals and applications for service providers and point-of-use customers to provide visibility into equipment performance resulting in:

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implementing preventative maintenance procedures;

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24-hour monitoring;

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simplified-warranty and claim management; and

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equipment-as-a-service subscriptions.

In addition, we provide our customers with a utility tracker to ensures that our customers utilize available rebates, incentives, and financing associated with Aurai DE2 solutions.

We have also acquired DE2 capability through acquisitions, such as Florida Solar Products and Airflow Services. We aim to provide service offerings from any new acquisitions to our customers through our network of Aurai Service Hubs which ensures our customers can take advantage of all of our DE2 solutions. Our application integrates with popular software programs, such as ServiceTitan, HubSpot, Smart Thermostats, and QuickBooks, which we believe enables rapid onboarding of new service hubs.

Services provided by Aurai service hubs include:

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remote monitoring and control;

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equipment installation;

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equipment service, equipment warranty;

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DE2 reports;

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utility rebate/incentive integration; and

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integration with field force management (ServiceTitan), digital marketing (HubSpot), and smart thermostats (Nest, Ecobee, Honeywell, and Sensi).

Currently, we own and manage eight Aurai service hubs: four in Massachusetts (Gloucester, New Bedford, Hyannis, Marlborough), three in Florida (Gainesville, Fort Pierce, and Stuart) and one in Virginia (Fairfax), which service 30,000+ residential and light commercial customers. There were 7,400+ Yearly Active Customers (YAC) at the end of 2023 compared to 6,212 YAC in 2022. Revenue for the year ended December 31, 2023 from our eight wholly-owned service and technology hubs was approximately $19.9 million. We also have a customer support center in the Philippines to provide 24x7 support coverage for our service hubs.

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During fiscal year 2023:

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we installed 257 heat pumps, 332 high efficiency air conditioners, and 113 fuel-efficient heating systems;

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we installed 444 solar roofs totaling 2,803 kW, decarbonizing 39.2 kt of CO2 during asset lifetime;

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on an annualized basis, we electrified 9.9 GWh, eliminated 2.2 MMCF of natural gas, and saved 3.16 kt of CO2;

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we ended the year with a total of 14,575 EVs on the platform; and

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reduced 6.3 kt of CO2 while managing 27.6M green miles.

Our Technology Applications

Aurai (DE2)

Our primary mission is to reverse the adverse effects of climate change by owning, developing, and operating the world’s largest network of electro-mechanical assets. Our Aurai application provides advanced connectivity and real-time equipment monitoring to help promote a future powered primarily by clean, renewable energy. Aurai’s innovative technology and DE2 solutions are designed to reduce our customer’s overall environmental impact and advance progression toward achieving zero-carbon emissions. Our advanced, full-stack system creates more energy-efficient homes by providing insight and refined intelligence to residential electrical systems.

Our Aurai application includes key features that enhance our sales operations:

•

single app-based interface for customers to engage with Aurai;

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efficient process of generating sales leads;

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all digital marketing and lead generation;

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long-term and AI driven customer engagement and management, including the use of data analytics to upsell services; and

•

shared services for service hub branding and brand equity enhancement, which includes:

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one service delivery platform for quality control, training, academy and hub tech support, and

•

consolidation of sales operations, vendors, insurance, fleet management, fuel expenses, payroll, benefits, recruitment, and human resources.

Our Aurai application also includes key features that enhance our customer’s experience:

•

customer self-service enabled;

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platform integration with OEMs, distributors, and sales channels for branding and promotions; and

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single unified whole home electrification interface for frictionless cross-sales of different electrification and decarbonization solutions.

Yantra

Our Yantra application enables EV OEMs to offer smart features to their end customers along with potentially valuable data collection. The application, which is configuration based, makes it simpler for OEMs to integrate our solutions within their vehicles. The application offers business applications for EV OEMs, EV charging, shared mobility, and battery swapping operations management.

Our Yantra application offers end users and stakeholders in the ecosystem including equipment partners, utilities, and service providers the following services through our Smart Vehicle Control Unit:

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Integration of subsystems: Integrates with major subsystems of EV such as battery management system (BMS), motor control unit (MCU) and instrument cluster.

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•

Intelligence @ Edge: VCU can execute analytical processes at the electric vehicle , where data is collected via smart devices and IoT sensors, and transfer processed data to the cloud instead of sending only raw data. VCU enables control of the vehicle based on safety aspects that can be pre-configured or enhanced over the air. For example, the mode of motor control can be changed based on an increase in battery temperature. VCU can interface with additional sensors and actuators on a vehicle like GPS, temperature, tire-pressure, theft detection, ignition line and motor mode control, for taking actions at the edge or enabling the user to control using a connected application.

•

Remote management: Remote management of BMS/MCU configuration, firmware operations over the air. Also, the VCU firmware can be remotely updated. This feature helps OEMs to enhance and quickly upgrade settings of BMS/MCU remotely without visiting service stations.

•

Connected Consumer Application (B2C)

•

Our customers have access to a view of vehicle health, location, utilization, and receive live notifications.

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Provides a platform for consumers to buy insurance, warranty, accessories, or any other services offered by the OEM.

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Security capabilities built in enables consumers to prevent theft or locate the vehicle in case of real theft situation.

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Special sensors on VCU can detect if the vehicle experienced a crash situation that can notify family member in emergencies.

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Network of EV owners when connected with partnered charging station network can enable convenience to users and commerce benefits to OEMs and service providers.

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Data Science and Analytics

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Generates various insights that help detect battery deterioration, cell imbalance, and weaker cell that may current entire battery.

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Enables OEMs to proactively work with customers in case of any deviations on the performance is detected on a vehicle, including warranty claims.

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Service teams can analyze the customer complaints by reviewing past data and usage pattern of the user.

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Location details provide OEMs to know density of vehicles and data can be leveraged to partner with charging station infrastructure providers to setup network at potential locations with potential higher utilization and revenue.

Our Value Proposition

We believe that our service platform provides the following advantages to our customers:

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Lower electricity bills: Our streamlined process allows for solar energy credits to be directly applied to customer’s utility bill, which allows them to realize immediate savings.

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Supporting clean energy ecosystem: We anticipate that demand for clean sources of electricity will continue to increase. We strive to support our customers in their continued transition to the clean energy ecosystem through our solar option and storage systems in the homes with EV charging stations. We expect our continued growth and planned expansion of product offerings will allow us to support even more customers in this transition.

Growth Strategy

We seek to acquire small and niche service providers with heat pump capability in the heating and cooling space. In regard to solar, battery and EV charging, we seek to manage decarbonization, reduce utility dependency and acquire regional solar installers. We also have an integrated energy plan which includes combining heat pump, solar battery and EV charging into multi-year roll out, financing and utility/OEM partnerships. We also seek to expand geographically.

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We intend to leverage our competitive strengths and market position to become customers’ “one-stop-shop” for the clean energy transition. Our growth strategy includes the following:

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Service Offering Expansion: Using our existing customer and developer networks, we plan to continue to build out our EV charging and energy storage offerings.

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Expansion of Existing Software Capabilities: We plan to continue to grow our existing software capabilities. We intend to develop and create additional software tools that are capable of analyzing perspective customer properties to assist in identifying attractive opportunities for us and for our customers.

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Customer-Base Growth: We intent to grow our customer base via client referrals and our customized, relationship-focused sales process.

Market Opportunity

Currently the Home Services market space is fragmented. There are over 90,000 HVAC contractors, over 13,000 solar installers, and thousands of home energy assessment and weatherization service providers servicing approximately 142 million households in USA.

We believe that the total potential market for our integrated platform with multiple clean energy and decarbonization services is substantial. According to the U.S. EIA data from the U.S. Census, there are approximately 142 million Total Housing Units. According to our analysis of the average U.S. residential home, the average annual energy cost in terms of equipment purchase and operating expenses is $16,294. At a top-down level, the energy spend by U.S. families is over $2 trillion. This is the overall potential market for our clean energy and decarbonization services. We have not included Canada in this analysis, but it is a market that potentially can also be relevant for our services and will increase the total potential market.

Serviceable Addressable Market. We are planning to focus on New England, Mid-Atlantic, and South Atlantic regions in the United States over the course of the next five years. These regions have approximately 46.8 million homes, which correspond to a serviceable addressable market size of $666 billion.

Serviceable Obtainable Market. The serviceable obtainable market opportunity is estimated based on the current states that we are targeting that include Massachusetts, Virginia and Florida. These states have approximately 19 million homes, which correspond to a serviceable addressable market size of $283 billion.

We believe that we have the appropriate strategy to increase our market share. In the area of consumers, we are focused on continuous platform improvements and innovations, helping OEM partners to have competitive differentiation. Regarding home electrification, we plan to bundle our connected operations business application for OEMs into “whole home electrification” solution to be offered from OEMs to service providers. For charging stations, we intend to offer connected operations platform to asset operators including charging stations and micro-grid. Lastly, for fleet services, we plan to launch asset-as-a-service (utility computing) solutions as subscriptions through OEM, insurance/warranty, multifamily properties, and last mile logistics ad fleet management companies.

Our Competitive Strengths

We believe we have a number of competitive advantages that contribute to our success. We aim to provide our customers with a superior customer experience, lower costs, and a wide selection of products and services. We deliver wellness, health and comfort to dwellers of commercial buildings and homes through superior, real-time monitoring, management and prediction of environmental parameters (temperature, humidity, carbon dioxide and carbon monoxide levels) and digital climate control and zoning to ensure optimum HVAC delivery and comfort to the dwellers.

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Superior Customer Experience. We believe that we maintain high customer satisfaction, and compete with the pricing offered by our competitors. Our customers may access our customer service representatives digitally, or by phone, text or email, 24/7.

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Technology and Data. We have a technological and data advantage due to our consumer base, transaction volume, and fleet of products. This allows us to accumulate data to power and improve our technology. We have developed an integrated platform that optimizes energy efficiency, EV and fleet management.

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Deep Operational Experience. We develop and refine much of our core technology centrally. Our expertise allows us to tackle some of the most complex operational challenges. With deeply rooted local operational teams, we can quickly respond to changing external conditions.

Risk Management & Compliance

We have built a strong culture around risk management and compliance. We believe our technology-driven processes help us to mitigate risks within our business.

We are focused on complying with all applicable laws and regulations while providing the best possible customer experience. Our legal and compliance teams work hand-in-hand with our business teams to ensure that we remain up to date on regulatory requirements, and that these requirements are met as new products and services are added. We prioritize strategic thinking about how best to protect the interests of the consumer, particularly since we are building a digitally native system in an industry that has traditionally been analog.

Our compliance program is kept current by our internal compliance team, whose members track regulatory updates, conduct thorough reviews of policies and procedures, and monitor the licensing and education requirements of our team members.

Security and Data Protection

We employ various in-house and third-party technologies and network administration policies that are designed to protect our computer network and the privacy of our customers’ and team members’ information from external threats and malicious attacks.

We believe that the technologies and network security plan we have adopted are appropriate to the size, complexity and scope of services we provide, as well as the nature of the information that we handle. Recently, we have experienced substantial growth, which presents additional challenges to our security and data protection infrastructure. We have a team of professionals dedicated to network and information security who monitor information systems, evaluate the effectiveness of technologies against known risks and adjust systems accordingly. In addition, we periodically have network security evaluated by outside firms specializing in network security to help us identify and remove any potential vulnerabilities.

We have undertaken measures intended to protect the safety and security of our information systems and the data therein, including physical and technological security measures, team member training, contractual precautions, business continuity plans, and implementation of policies and procedures designed to help mitigate the risk of system disruptions and failures and the occurrence of cyber incidents. We invest in security technology designed to protect our data and business processes against risk of a data security breach or cyberattack. Our data security management program includes identity, trust, vulnerability, and threat management business processes as well as the adoption of data protection policies. We measure our data security effectiveness through industry-accepted methods and remediate significant findings. The technology and other controls and processes designed to secure our team member, customer and loan applicant information and to prevent, detect and remedy any unauthorized access to or acquisition of that information were designed to obtain reasonable, but not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately.

Research and Development

We devote substantial resources to research and development with the objective of developing new products and systems and adding new features to existing products and systems. Our development strategy is to identify features, products and systems for both software and hardware that reduce the cost and optimize the effectiveness of our clean energy solutions for our customers. We measure the effectiveness of our research and development against metrics, including product unit cost, efficiency, reliability, power output and ease-of-use.

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We believe we have a strong research and development team with wide-ranging expense in power electronics, powerline communications and networking, and software engineering. In addition, many members of our team have expertise in solar technologies. As of May 9, 2024, our research and development team had a headcount of 15 people.

Cyclicality and Seasonality

The clean energy technology and solutions market is highly cyclical, and the market is dependent on general economic conditions and other factors, including consumer spending preferences and the attractiveness of incentives offered by OEMs, if any. In addition, our business can be affected by labor relations issues, regulatory requirements, trade agreements and other factors. Economic factors adversely affecting consumer spending could adversely impact our revenues and net income

Our business is also somewhat seasonal. Our integrated IoT platform enables us to remotely monitor and control our systems so that we know the problems with the performance of the systems before customer experiences equipment outage. Ensuring optimal performance of the equipment and systems increases customer satisfaction and thereby increases the likelihood of getting additional electrification and decarbonization workstreams.

Peak summer, cold winters and rainy seasons have an impact on our business. During certain periods of the summer and winter, demand for installations, replacements and repairs increases. Rainy and snow days negatively impact our rooftop solar installation business. The impact of seasonality varies depending on the market. For example, in Florida, our business slows down during hurricane season and there is high demand from March through September.

Our Intellectual Property

Our intellectual property is an essential element of our business. We rely on a combination of patents, patent applications, internet domain names, and other forms of intellectual property, and on contractual agreements, to establish, maintain and protect our intellectual property rights and technology. We also license certain third-party technology for use in conjunction with our products.

As of May 9, 2024, we have 11 issued or pending patents and 11 domain names related to our technology. We intend to continue to file additional intellectual property applications related to our technology in the future.

We believe that our continued success depends on hiring and retaining highly capable and innovative team members, especially as it relates to our engineering base. It is our policy that all of our team members and independent contractors sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments, processes and other forms of intellectual property generated by them on our behalf are our property and assigning to us any ownership that they may otherwise have in those works. Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property that we own or license.

Government Regulations

Although we are not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes where we conduct business, we compete primarily with regulated utilities. As a result, we have developed and are committed to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry. We believe these efforts help us better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national and regional policy environment.

To operate our systems, we obtain interconnection permission from the applicable local primary electric utility. Depending on the size of the solar energy system and local law requirements, interconnection permission is provided by the local utility directly to us and/or our customers. In almost all cases, interconnection permissions are issued on the basis of a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over net metering policies. As such, no additional regulatory approvals are required once interconnection permission is given.

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Our operations are subject to stringent and complex federal, state and local laws, including regulations governing the occupational health and safety of our employees and wage regulations. For example, we are subject to the requirements of the federal Occupational Safety and Health Act, as amended (“OSHA”), and comparable state laws that protect and regulate employee health and safety. We endeavor to maintain compliance with applicable OSHA and other comparable government regulations.

We are subject to various other laws, including employment laws related to hiring practices, overtime, and termination of team members, health and safety laws, environmental laws and other federal, state and local laws in the jurisdictions in which we operate.

Government Incentives

The Inflation Reduction Act (IRA) was signed into law on August 16, 2022 directs nearly $400 billion in federal funding to clean energy, with the goal of substantially lowering the nation’s carbon emissions by the end of this decade. The funds will be delivered through a mix of tax incentives, grants, and loan guarantees. Clean electricity and transmission command the biggest slice, followed by clean transportation, including electric-vehicle (EV) incentives. Approximately $43 billion in IRA tax credits as consumer incentives, aim to lower emissions by making EVs, energy-efficient appliances, rooftop solar panels, geothermal heating, and home batteries more affordable. Starting in 2023, qualifying EVs will be eligible for a tax credit of up to $7,500 and $4,000 for new and used vehicles, respectively.

Clean Energy and Efficiency Incentives for Individuals The act extends through 2032 the tax credit for nonbusiness (residential) energy property expenditures. It increases the rate of the credit to 30% and allows an annual $1,200 limitation of the credit amount in lieu of a lifetime limitation. The act also allows an annual $2,000 credit for geothermal heat pumps and biomass stoves and increases the credit for windows and doors. These policies are effective through 2032 and provide strong tail winds for decarbonization and electrification of residential homes in the US.

Corporate Information

ConnectM Technology Solutions, Inc. was formed under the laws of the State of Delaware on March 22, 2019.

The ConnectM design logo, “ConnectM” and our other common law trademarks, service marks or trade names appearing in this proxy statement/prospectus are the property of ConnectM. Other trademarks and trade names referred to in this proxy statement/prospectus are the property of their respective owners.

Human Capital Resources

As of May 9, 2024, in the U.S., we had one hundred one (101) full time employees: twelve (12) in sales, forty-nine (49) in technical, support and general management and forty (40) in finance and administration. In India, we had fifty-three (53) full-time employees. Of these full-time employees, two (2) were engaged in sales and sales engineering, thirty-two (32) in operations and customer support, fifteen (15) were engaged in research and development and four (4) in finance and administrative capacities. We consider our greatest asset to be our people because of the consultative nature of our business and employees are the crucial factor in our growth. None of our employees are represented by a labor union. We have not experienced any employment-related work stoppages, and we consider relations with our employees to be good.

In shaping our culture, we aim to combine a high standard of excellence, technological innovation and agility and operational and financial discipline. We believe that our flat and transparent structure and our collaborative and collegial approach enable our employees to grow, develop and maximize their impact on our organization. To attract and retain top talent in our highly competitive industry, we have designed our compensation and benefits programs to promote the retention and growth of our employees along with their health, well-being and financial security. Our short- and long-term incentive programs are aligned with key business objectives and are intended to motivate strong performance. Our employees are eligible for medical, dental and vision insurance, a savings/retirement plan, life and disability insurance, and various wellness programs and we review the competitiveness of our compensation and benefits periodically. As an

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equal opportunity employer, all qualified applicants receive consideration without regard to race, national origin, gender, gender identity, sexual orientation, protected veteran status, disability, age or any other legally protected status.

We seek to create an inclusive, equitable, culturally competent, and supportive environment where our management and employees model behavior that enriches our workplace.

Our Facilities

Our corporate headquarters is located in Marlborough, Massachusetts where we lease approximately 2,396 square feet under a lease that expires in June 30, 2024. We also have offices in Gloucester, Massachusetts; New Bedford, Massachusetts; Stuart, Florida; Manassas, Virginia; Hyannis, Massachusetts; and Bangalore, India. We have one owned real property and 10 leased real properties. We believe that our existing facilities are adequate to meet the current needs of our essential workforce (including that, during the COVID-19 pandemic, we onboarded a number of fully remote employees) and that if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.

Legal Proceedings

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

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

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

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CONNECTM

Unless the context otherwise requires, all references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ConnectM” section to “we,” “us,” or “our” refer to ConnectM Technologies, Inc. and its subsidiaries prior to the consummation of the Business Combination.

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, some of the information contained in this discussion and analysis or set forth elsewhere in this proxy statement/consent solicitation statement/prospectus, including information with respect to our plans and strategy for our business, future financial performance, expense levels and liquidity sources, includes forward-looking statements that involve risks and uncertainties. You should read the sections of this proxy statement/consent solicitation statement/prospectus titled “Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

ConnectM is a clean energy technology and solutions provider for residential and light commercial buildings and all-electric original equipment manufacturers (OEMs), with a proprietary digital platform to accelerate the transition to solar and all-electric heating, cooling and transportation. By leveraging technology, data, artificial intelligence, contemporary design, and behavioral economics, we believe we are making electrification more user friendly, more affordable, more precise, and more socially impactful. To that end, we have built a vertically integrated company with wholly-owned service networks and the full technology stack to power them. ConnectM customers are able to reduce their energy dependence on fossil fuels, overall energy costs and carbon footprint.

Our technology platform encompasses marketing to life cycle management, customer care to claims processing, and finance to rebates/incentives. Our architecture melds artificial intelligence with the humankind, and learns from the data it generates to become better at providing technology solutions to customers and quantifying customer lifetime value. In addition to digitizing electrification end-to-end, we also reimagined the underlying business model to minimize customer churn while maximizing trust and improving environmental impact.

We believe that our enhanced user experience, aligned values, and competitive cost enjoys broad appeal. Our customer’s electrification needs typically grow over time to encompass more and higher value products such as heat pumps, highly efficient air conditioners, solar roof, battery storage, electric vehicles and weatherization. These progressions can generate increases in customer lifetime value. We expect our business to benefit from highly recurring, predictable, and naturally growing revenue streams; a level of automation that we believe satisfies our customers while collapsing costs; and an architecture that generates and employs data to price and implement electrification solutions with greater precision, which will also benefit our customers and our strategic OEM partners.

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Results of Operations

The following table sets forth ConnectM’s statement of operations for the three months ended March 31, 2024 and 2023:

	For the Three Months Ended March 31,
	2024			2023
Revenues		$	5,755,195		$	5,267,651
Costs and expenses:
Cost of revenues			3,770,386			3,546,732
Selling, general and administrative expenses			3,399,447			2,709,609
Loss from operations			(1,414,638)			(988,690)
Other income (expense):
Interest expense			(512,385)			(140,562)
Loss on Extinguishment of Debt			(591,864)			—
Other income (expense), net			(84,486)			209,416
Total Other Expense			(1,188,735)			68,854
Loss before income taxes			(2,603,373)			(919,836)
Income tax benefit			—			—
Net loss			(2,603,373)			(919,836)

The following table sets forth ConnectM’s statement of operations for the years ended December 31, 2023 and 2022:

	Years Ended December 31,
	2023			2022
Revenues		$	19,972,239		$	15,441,315
Costs and expenses:
Cost of revenues			14,934,962			11,404,224
Selling, general and administrative expenses			12,320,295			7,315,381
Loss on impairment			181,853			589,299
Loss from operations			(7,464,871)			(3,867,589)
Other income (expense):
Interest expense			(1,431,354)			(281,808)
Loss on extinguishment of debt			(370,320)			—
Other income, net			67,691			65,408
Total Other Income (Expense)			(1,733,983)			(216,400)
Loss before income taxes			(9,198,854)			(4,083,989)
Income tax benefit			—			541,406
Net loss			(9,198,854)			(3,542,583)

Key Components of the Results of Operations

Revenue

The Company generates revenue from HVAC system services, solar system services (residential and commercial), roofing services, and managed services.

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HVAC System Services

The Company generates revenue from HVAC equipment sales, as noted above, as well as through installation of the HVAC equipment and agreements that provide for various service associated with HVAC equipment the Company has sold to its customers (i.e., maintenance visits, remote technical support, etc.). The services involve a combination of labor and underlying parts cost; however, these items are not separated as they are both required to achieve the end objective of providing the total service. The Company’s revenue is generated from customers located throughout the U.S. and India.

Solar System Services — Residential

The Company generates revenue from solar panel services that include services such as solar panel repairs and solar panel installations. The services involve a combination of labor and underlying parts cost; however, these items are not separated as they are both required to achieve the end objective of providing the total service.

Solar System Services — Commercial

For large commercial and utility grade energy storage system installation which consist of the engineering, design and installation of the system, customers make milestone payments that are consistent with contract-specific phases of a project.

Roofing Services

The Company generates revenue through roofing services that include services including, but not limited to, roof repairs, skylight installations, or complete roof replacements. The services involve a combination of labor and inventory required to perform such services; however, these items are not separated as they are both required to achieve the end objective of providing the total service. Each transaction is a distinct performance obligation, priced on a standalone basis, which provides benefit to the customer. Revenue is recognized as the services are performed which is normally a day or less. As such, recognition over time approximates a point in time.

Managed Services

Beginning in 2023, the Company entered into managed services contracts with external third parties. Under these contracts with its customers, the Company is responsible for running the day-to-day operations of these third parties, including human resources and people management, procurement, marketing, lead generation, and centralizing vendor management.

Operating Expenses

Cost of Revenue

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

Selling, General and Administrative

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

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

Interest expense

Interest expense results from interest on the Company’s outstanding loans. ConnectM may utilize debt to finance its future acquisitions and fund operations and therefore, interest expense incurred may increase in future periods.

Loss on extinguishment of debt

During the three months ended March 31, 2024 and during the year ended December 31, 2023, the Company amended certain of its debt agreements. The Company concluded that the amended terms of the agreements were substantially different from the term of the initial agreements, causing the Company to account for this amendment as extinguishments of the previous debt facility. For further information, please see the audited consolidated financial statements included within this proxy statement/prospectus.

Other Income (Expense), net

Other income (expense) consists of miscellaneous non-operating items, including changes in the fair value of the Company’s convertible debt that it has elected to account for utilizing the fair value option.

Comparison of the Three Months Ended March 31, 2024 and 2023 — Revenues:

Revenue

	Three months ended March 31,
	2024			2023			Change			Change (%)
Revenues		$	5,755,195		$	5,267,651		$	487,544		9%

Revenue increased approximately $0.5 million, or 9%, to $5.8 million for the three months ended March 31, 2024 from $5.3 million for the three months ended March 31, 2023. This increase was primarily driven primarily by the Company’s new managed services offering, which yielded in increase in revenues for the three months ended March 31, 2023 of $1.7 million. This increase was primarily offset by a decline in the Company’s decarbonization segment of $1.1 million. This decrease in the decarbonization segment was driven by inclement weather during the three months ended March 31, 2024, which caused a decline in solar installations during this period.

Comparison of the Year Ended December 31, 2023 and 2022 — Revenues:

Revenue

	Year Ended December 31,
	2023			2022			Change			Change (%)
Revenues		$	19,972,239		$	15,441,315		$	4,530,924		29%

Revenue increased approximately $4.5 million, or 29%, to $20.0 million for the year ended December 31, 2023 from $15.4 million for the year ended December 31, 2022. This increase was primarily driven by the acquisitions of Bourque Heating and Cooling Company, Inc. on February 14, 2022, Airflow Service Company, Inc. in May of 2022, and Florida Solar, Inc. in December of 2022. The revenues from these acquired companies was approximately $8.4 million for the year ended December 31, 2023 as compared to $4.1 million for the year ended December 31, 2022. Additionally, revenue increased by $0.6 million for the year ended December 31, 2023 due to the Company’s Managed Service arrangements, which did not exist in 2022. These increases were offset by a decline in revenues of $0.5 million resulting from the Company’s winding

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down of its Designed Temperatures, Inc. business during the year ended December 31, 2023. On a go-forward basis, the Company expects that a large portion of its increases in revenues will be attributable to its growing managed services business.

Comparison of the Three Months Ended March 31, 2024 and 2023 — Cost of Revenues:

Cost of revenues

	Three months ended March 31,
	2024			2023			Change			Change (%)
Cost of revenues		$	3,770,386		$	3,546,732		$	223,654		6%

Cost of revenues increased $0.2 million, or 6%, to $3.8 million for the three months ended March 31, 2024 from $3.5 million for the three months ended March 31, 2023. This increase was primarily driven by the Company’s new managed services offering, which yielded in increase in cost of revenues for the three months ended March 31, 2023 of $0.9 million. This increase was offset by a decline in the Company’s decarbonization segment of $0.5 million, which was driven by the decrease in revenues for this segment, as described above, and higher material costs for the three months ended March 31, 2024.

Comparison of the Year Ended December 31, 2023 and 2022 — Cost of Revenues:

Cost of revenues

	Year Ended December 31,
	2023			2022			Change			Change (%)
Cost of revenues		$	14,934,962		$	11,404,224		$	3,530,738		31%

Cost of revenues increased $3.5 million, or 31%, to $14.9 million for the year ended December 31, 2023 from $11.4 million for the year ended December 31, 2022. This increase was primarily driven by the acquisitions of Bourque Heating and Cooling Company, Inc. on February 14, 2022, Airflow Service Company, Inc. in May of 2022, and Florida Solar, Inc. in December of 2022. The cost of revenues from these acquired companies was approximately $8.1 million for the year ended December 31, 2023 as compared to $6.0 million for the year ended December 31, 2022. Furthermore, the Company experienced incremental cost of revenues of $0.4 million associated with its Managed Services, which the Company did not provide during the year ended December 31, 2022. The remainder of the change as compared to the year ended December 31, 2022 relates to the Company’s winding down of its Designed Temperatures, Inc. business during the year ended December 31, 2023, resulting in decreased cost of revenues of approximately $0.7 million. The remainder of the change was primarily due to increases in cost of revenues within our CMI business. On a go-forward basis, the Company expects that a large portion of its increases in costs of revenues will be attributable to its growing managed services business.

Comparison of the Three Months Ended March 31, 2024 and 2023 — Gross Profit:

	Three months ended March 31,
	2024			2023			Change			Change (%)
Gross margin – Electrification Segment		$	599,151		$	540,185		$	58,966		11%

Gross margin for the Electrification Segment increased $59 thousand, or 11%, to $0.6 million for the three months ended March 31, 2024 from $0.5 million for the three months ended March 31, 2023. This increase was primarily driven by improved labor utilization and reduced material costs.

	Three months ended March 31,
	2024			2023			Change			Change (%)
Gross margin – Decarbonization Segment		$	649,177		$	1,263,887		$	(614,710)		-49%

Gross margin for the Decarbonization segment decreased approximately $0.6 million, or 49%, to $0.6 million for the three months ended March 31, 2024 from $1.3 million for the three months ended

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March 31, 2023. This decrease was primarily driven by lower labor utilization, inclement weather which inhibited solar panel installation, and higher material costs.

	Three months ended March 31,
	2024			2023			Change			Change (%)
Gross margin – OEM/EV Segment		$	(66,925)		$	(83,153)		$	16,228		-20%

Gross margin for the OEM/EV segment increased approximately $16 thousand to $67 thousand for the three months ended March 31, 2024 from $83 thousand for the three months ended March 31, 2023. This increase was driven by lower material costs for the three months ended March 31, 2024.

	Three months ended March 31,
	2024			2023			Change			Change (%)
Gross margin – Managed Services Segment		$	803,406		$	—		$	803,406		—

Gross margin for the Managed Services segment was approximately $0.8 million for the three months ended March 31, 2024. The Managed Services segment did not exist during the three months ended March 31, 2023. Going forward, the Company expects its Managed Services segment to be a source of significant growth in the future. Gross Margins may change as this business expands and matures and the Company identifies synergies in its service offering.

Comparison of the Year Ended December 31, 2023 and 2022 — Gross Profit:

	Year Ended December 31,
	2023			2022			Change			Change (%)
Gross margin – Electrification Segment		$	2,229,470		$	2,516,787		$	(287,317)		-11%

Gross margin for the Electrification Segment decreased $0.3 million, or 11%, to $2.2 million for the year ended December 31, 2023 from $2.5 million for the year ended December 31, 2022. This decrease was primarily driven by increase in costs of revenue driven by the Company’s CMB and AFS businesses by approximately $0.6 million. This increase was offset by gross margin savings as a result of the winding down of the Company’s Designed Temperatures, Inc. business during the year ended December 31, 2023 which had a negative gross margin of $0.2 million for the year ended December 31, 2022.

	Year Ended December 31,
	2023			2022			Change			Change (%)
Gross margin – Decarbonization Segment		$	3,025,666		$	1,506,427		$	1,519,239		101%

Gross margin for the Decarbonization segment increased approximately $1.5 million, or 101%, to $3.0 million for the year ended December 31, 2023 from $1.5 million for the year ended December 31, 2022. This increase was primarily driven by the acquisition of Florida Solar, Inc. in December of 2022. Total gross profit for Florida Solar, Inc. for the year ended December 31, 2023 was approximately $1.5 million.

	Year Ended December 31,
	2023			2022			Change			Change (%)
Gross margin – OEM/EV Segment		$	(425,744)		$	13,877		$	(439,621)		-3168%

Gross margin for the OEM/EV segment decreased approximately $0.4 million to (0.4) million for the year ended December 31, 2023 from $14 thousand for the year ended December 31, 2022. This decrease was driven by increases in labor costs within the Company’s CMI business unit of approximately $0.4 million for the year ended December 31, 2023.

	Year Ended December 31,
	2023			2022			Change			Change (%)
Gross margin – Managed Services Segment		$	207,885		$	—		$	207,885		—

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Gross margin for the Managed Services segment was approximately $0.2 million for the year ended December 31, 2023. The Managed Services segment did not exist during the year ended December 31, 2022. Going forward, the Company expects its Managed Services segment to be a source of significant growth in the future. Gross Margins may change as this business expands and matures and the Company identifies synergies in its service offering.

Comparison of the Three Months Ended March 31, 2024 and 2023 — Selling, General and Administrative:

Selling, General and Administrative

	Three months ended March 31,
	2024			2023			Change			Change (%)
Selling, general and administrative expenses		$	3,399,447		$	2,709,609		$	689,838		25%

Selling, general and administrative expense increased $0.7 million, or 25% to $3.4 million for the three months ended March 31, 2024 from $2.7 million for the three months ended March 31, 2023. The increase was due to the Company experiencing incremental selling, general, and administrative costs associated with its Managed Service Offering of approximately $0.7 million for the three months ended March 31, 2024.

Comparison of the Year Ended December 31, 2023 and 2022 — Selling, General and Administrative:

Selling, General and Administrative

	Year Ended December 31,
	2023			2022			Change			Change (%)
Selling, general and administrative expenses		$	12,320,295		$	7,315,381		$	5,004,914		68%

Selling, general and administrative expense increased $5.0 million, or 68% to $12.3 million for the year ended December 31, 2023 from $7.3 million for the year ended December 31, 2022. This increase was primarily driven by the acquisitions of Bourque Heating and Cooling Company, Inc. on February 14, 2022, Airflow Service Company, Inc. in May of 2022, and Florida Solar, Inc. in December of 2022. The selling, general, and administrative expenses from these acquired companies was approximately $3.3 million for the year ended December 31, 2023 as compared to $1.5 million for the year ended December 31, 2022. Additionally the Company experienced incremental selling, general, and administrative costs associated with its Managed Service Offering of approximately $0.3 million for the year ended December 31, 2023. Furthermore, the Company experienced incremental selling, general and administrative expenses that were determined not to be capitalizable as deferred offering costs of approximately $1.8 million during the year ended December 31, 2023 that relate to recurring audit, accounting, and other professional services that were not directly related to the Company’s transaction with MCAC. Furthermore, the Company established its postretirement benefit plans in January of 2023 and incurred approximately $0.1 million in incremental expenses associated with these plans. The remainder of the increase pertains to an increase in administrative costs as the Company begins to establish other lines of business and increases in advertising-related expenses.

Comparison of the Year Ended December 31, 2023 and 2022 — Loss on Impairment:

Loss on Impairment

	Year Ended December 31,
	2023			2022			Change			Change (%)
Loss on impairment		$	181,853		$	589,299		$	(407,446)		-69%

During the year ended December 31, 2023 the Company recognized an impairment of goodwill of $181,853 within its Electrification segment. During the year ended December 31, 2022, the Company recognized an impairment of goodwill of $490,736 and an impairment of long lived assets of $98,563 within its Electrification segment.

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Comparison of the Three Months Ended March 31, 2024 and 2023 — Interest Expense:

Interest Expense

	Three months ended March 31,
	2024			2023			Change			Change (%)
Interest expense		$	(512,385)		$	(140,562)		$	(371,823)		265%

Interest expense increased $0.4 million to $0.5 million for the three months ended March 31, 2024 from $0.1 million for the three months ended March 31, 2023. This increase was primarily driven by the issuance of the Company’s secured promissory notes and convertible notes throughout 2023 and during the three months ended March 31, 2024. For further information regarding the different debt instruments issued throughout 2023 and during the three months ended March 31, 2024, please see the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 and the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 elsewhere within this proxy statement/prospectus.

Comparison of the Year Ended December 31, 2023 and 2022 — Interest Expense:

Interest Expense

	Year Ended December 31,
	2023			2022			Change			Change (%)
Interest expense		$	(1,431,354)		$	(281,808)		$	(1,149,546)		408%

Interest expense increased $1.1 million to $1.4 million for the year ended December 31, 2023 from $0.3 million for the year ended December 31, 2022. This increase was primarily driven by the issuance of the Company’s secured promissory notes, convertible notes, and seller notes issued in connection with the multiple acquisitions completed throughout 2022. There were no acquisitions in 2023. Furthermore, interest expense increased due to the discount issued associated with the Company’s Libertas Future Receipts agreements totaling $0.3 million for the year ended December 31, 2023. For further information regarding the Company’s debt outstanding, please refer to the notes to the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022.

Comparison of the Three months Ended March 31, 2024 and 2023 — Loss on Extinguishment of Debt:

Loss on Extinguishment of Debt

	Three months ended March 31,
	2024			2023			Change			Change (%)
Loss on extinguishment of debt		$	(591,864)		$	—		$	(591,864)		—

During the three months ended March 31, 2024, the Company amended certain of its debt agreements. The Company concluded that the amended terms of the agreements were substantially different from the terms of the initial agreements, causing the Company to account for this amendment as extinguishments of the previous debt facility. For further information, please see the unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2024 and 2023 within this proxy statement/prospectus.

Comparison of the Year Ended December 31, 2023 and 2022 — Loss on Extinguishment:

Loss on Extinguishment

	Year Ended December 31,
	2023			2022			Change
Loss on extinguishment		$	(370,320)		$	—		$	(370,320)

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During the year ended December 31, 2023, the Company amended certain of its debt agreements. The Company concluded that the amended terms of the agreements were substantially different from the terms of the initial agreements, causing the Company to account for this amendment as extinguishments of the previous debt facility. For further information, please see the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022.

Comparison of the Three months Ended March 31, 2024 and 2023 — Other Income

Other Income

	Three months ended March 31,
	2024			2023			Change			Change (%)
Other income (expense)		$	(84,486)		$	209,416		$	(293,902)		-140%

Other income (expense) decreased $293 thousand to ($84) thousand for the three months ended March 31, 2024 from $0.2 million for the three months ended March 31, 2023. This primarily relates to the fair value adjustment associated with the Company’s outstanding convertible notes. For further information regarding this fair value adjustment, please refer to the unaudited condensed consolidated interim financial statements as of March 31, 2024 and 2023 elsewhere within this proxy statement/prospectus.

Comparison of the Year Ended December 31, 2023 and 2022 — Other Income

Other Income

	Year Ended December 31,
	2023			2022			Change			Change (%)
Other income		$	67,691		$	65,408		$	2,283		3%

Other income decreased nominally during the year ended December 31, 2023 as compared to the year ended December 31, 2022. This primarily relates to the fair value adjustment associated with the Company’s outstanding convertible notes. For further information regarding this fair value adjustment, please refer to the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022.

Liquidity and Capital Resources

To date, ConnectM has funded its operations primarily through the issuances of convertible preferred units of approximately $12.0 million and through various borrowings. For further information regarding the Company’s debt outstanding, please refer to the unaudited condensed consolidated interim financial statements as of March 31, 2024 and 2023.

We require capital to fund our operating expenses and capital expenditures. Additional capital is necessary to fund ongoing operations, continue research, development efforts, improve infrastructure, and execute on our acquisition strategy. Our ability to access the capital markets will influence the rate at which we deploy capital. Future capital requirements will depend on many factors, including:

•

Seeking and obtaining market access approvals;

•

Establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate, in both amount and quality, products and services to support our growth;

•

Addressing any competing technological and market developments;

•

Technological or manufacturing difficulties, design issues or other unforeseen matters;

•

Identifying attractive acquisition targets that align with our current businesses; and

•

Attracting, hiring, and retaining qualified personnel.

If we successfully raise additional capital, we may accelerate certain development programs and other investments. There can be no assurance that additional funds will be available to us on favorable terms or at

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all. If we cannot raise additional funds this will lead us to delay or reduce or stop certain development activities and pursue the reduction of certain components of our operating expenses. If we cannot raise additional funds when needed, our financial condition, results of operations, and cash flows, business and prospects may be materially and adversely affected.

Secured Promissory Notes

In February of 2022, the Company entered into secured promissory note agreements (the “Secured Promissory Notes with two individual lenders for a total of $1.4 million. In connection with the issuance of the Secured Promissory Notes, the Company issued warrants to each lender that may be converted into shares of common stock of the Company. The Secured Promissory Notes mature in February of 2025. Interest is charged at an annual simple rate of 9.25%, which increases to 12% upon the occurrence of an Event of Default. The warrants that were issued in connection with the issuance of the Secured Promissory Notes have an exercise price of $12.00 per share of common stock. Such warrants are exercisable at any point for a period of 10 years from the date issued. The warrants are not transferable, nor do they carry any voting rights or other rights of a shareholder. The holders of the warrants cannot net settle, and all exercises of such warrants must be completed in cash.

During the year ended December 31, 2023, the Company issued an additional $5.5 million of secured promissory notes with terms like those described above (the “2023 Promissory Notes”). However, no warrants were issued in connection with the issuance of these additional secured promissory notes. These 2023 Promissory Notes have maturity dates ranging from November of 2023 to December of 2024. For the notes with original maturity dates prior to the date these financial statements are issued, the Company reached agreements with the noteholders to extend the maturity date to the earlier of May 31, 2024 or the date of the transaction with MCAC. The notes accrue interest at a simple annual interest rate that ranges from 18% to 24.0%. Additionally, the Company is not required to make any payments under these promissory notes prior to maturity.

During the three months ended March 31, 2024, the Company issued three additional secured promissory notes totaling $1.5 million. The notes accrue interest at a simple annual interest rate of 24%. There were no warrants issued in connection with the issuance of these additional secured promissory notes. These Promissory Notes have maturity dates ranging from October of 2024 to March of 2025.

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A summary of the secured promissory note agreements entered throughout 2023 and 2024 is as follows:

Entity	Amount			Interest Rate		Issue Date		Maturity Date		Total by Quarter
First Quarter, 2023
Arumilli LLC		$	250,000		18%		1-Jan-23		31-May-24
SriSid LLC		$	250,000		18%		1-Mar-24		31-May-24
											$	500,000
Second Quarter, 2023
SriSid LLC		$	250,000		21%		10-Apr-23		31-May-24
Sri Nalla		$	300,000		21%		3-May-23		31-May-24
Ashish Kulkarni		$	100,000		21%		5-May-23		4-May-24
											$	650,000
Third Quarter, 2023
Arumilli LLC		$	250,000		24%		18-Jul-23		17-Jul-24
Arumilli LLC		$	250,000		24%		26-Jul-23		25-Jul-24
Arumilli LLC		$	250,000		24%		2-Aug-23		1-Aug-24
SriSid LLC		$	750,000		24%		2-Aug-23		1-Aug-24
SriSid LLC		$	250,000		24%		15-Sep-23		14-Sep-24
SriSid LLC		$	650,000		24%		25-Sep-23		24-Sep-24
											$	2,400,000
Fourth Quarter, 2023
SriSid LLC		$	250,000		24%		19-Oct-23		19-Oct-24
SriSid LLC		$	250,000		24%		24-Oct-23		24-Oct-24
SriSid LLC		$	350,000		24%		9-Nov-23		8-Nov-24
SriSid LLC		$	200,000		24%		10-Nov-23		9-Nov-24
Ashish Kulkarni		$	200,000		24%		13-Nov-23		12-Nov-24
Arumilli LLC		$	500,000		24%		15-Dec-23		15-Dec-24
SriSid LLC		$	210,000		24%		15-Dec-23		15-Dec-24
											$	1,960,000
First Quarter, 2024
Arumilli LLC		$	500,000		24%		18-Jan-24		17-Jan-25
IT Corpz Inc		$	500,000		24%		2-Feb-24		31-Oct-24
Arumilli LLC		$	500,000		24%		13-Mar-24		12-Mar-25
											$	1,500,000

The total amount outstanding under these promissory note agreements as of March 31, 2024 and December 31, 2023 were $8,809,659 and $7,410,000, respectively.

Convertible Notes

The Company issued $1,350,000 of convertible notes in September of 2022 that mature two years from the date of issuance (September 2024). On February 22, 2023, the convertible notes were amended to clarify how these Convertible Notes convert; this modification did not change the future cash flows of the notes. The Convertible Notes automatically convert in three (3) different situations: (i) upon the consummation of a Qualified Financing, (ii) upon the consummation of a Change of Control, or (iii) upon maturity.

In the case of a Qualified Financing (as defined below), the convertible notes (principal plus interest) automatically convert at a quotient, the numerator of which is the entire principal of the convertible notes and any interest accrued and the denominator is the lesser of 80% of the price per share to be sold in a financing event, or $7.00 per share, adjusted for any stock dividend, stock split, combination, or other similar recapitalization with respect to such class or series. In the case of a Change of Control (as defined

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below), the convertible notes (principal plus interest) automatically convert into shares of Common Stock of the Company at a conversion price that will be based upon a pre-money valuation of the Company equal to eighty percent (80.0%) of the enterprise value of the Company as determined based upon the net consideration to be paid in connection with such Change of Control transaction. If the convertible notes are still outstanding at maturity, they automatically convert (principal plus interest) into shares of a separate series of the Company’s Series B Preferred Stock having identical rights, privileges, preferences and restrictions as the Company’s existing Series B-1 Preferred Stock, except the liquidation preference, dividend rights and anti-dilution protection will be appropriately adjusted to reflect the price per share at which the convertible notes are converted into Series B Preferred Stock, which is at the conversion price of $7.00 per share (subject to adjustments for stock dividends, stock splits, or other similar recapitalization events with respect to such class or series of shares).

A Qualified Financing is defined as the next transaction or series of transactions after the issuance of the Notes in which the Company sells shares of its privately issued equity securities resulting in gross proceeds to the Company of at least $5 million (not including the Notes). The closing of this transaction would not be deemed a Qualified Financing.

A Change of Control means (i) that the beneficial ownership (as defined in Rule 13d3 under the Exchange Act) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any parent or subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company (A) pursuant to the Merger Agreement and/or (B) with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition. The closing of this transaction would be deemed a Change of Control.

Interest is charged at an annual (simple) rate of 5.0%. The rate increases to 8.0% upon the occurrence of an Event of Default. The Company has the right to prepay the entire principal amount of the convertible notes upon approval by the holders of the majority of the convertible notes.

The Company further issued an additional $0.9 million of convertible notes under the same terms during the year ended December 31, 2023 with terms similar to those described above.

Convertible Notes Due From MCAC

As of March 31, 2024, the Company has provided $445,000 to Monterey Capital Acquisition Corporation (“MCAC”) in the form of convertible notes receivable for working capital purposes. The convertible notes receivable are to be repaid to the Company upon consummation of a Business Combination, without interest, or at the Company’s option, convertible into Private Warrants at a price of $1.00 per warrant.

Libertas (Sale of Future Receipts)

On April 25, 2023, the Company entered into a sale of Future Receipts agreement with Libertas Funding, LLC, an independent third party (“Libertas”). Pursuant to this agreement, the Company sold and assigned $1,597,144 of Future Receipts in exchange for net cash proceeds of $1,176,000, including a fee of $24,000. As a result, the Company recorded a discount of $421,144. Under the agreement, the Company agreed to pay the third party a minimum of $30,174 of weekly sales receipts until the Future Receipts have been collected. for the term of this agreement is approximately one year as the payments are made

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until the total amount of the future receipts are paid out. On November 2, 2023, the Company amended this agreement with Libertas to extend the weekly sales receipts period to one year from the amendment date, requiring weekly sales receipts of $17,700 until the remaining Future Receipts have been collected. Further in connection with this amendment, the Company incurred an incremental fee of $100,000. The Company assessed this amendment, noting that the amended terms of the agreement were substantially different from the terms of the initial agreement, causing the Company to account for this amendment as an extinguishment in accordance with ASC 470-50, Debt — Modificationsand Extinguishments (“ASC 470-50”).

Similarly, to the transaction in April, on August 7, 2023, the Company entered into a sale of Future Receipts Agreement with Libertas to which it sold and assigned $1,290,000 of future receipts in exchange for net proceeds of $980,000, including a fee of $20,000. As a result the Company recorded a discount of $310,000. Under the agreement the Company agreed to pay the third party approximately $25,595 weekly until the Future Receipts have been collected. The term of this agreement is approximately one year as the payments are made until the total amount of the future receipts are paid out. On November 29, 2023, the Company amended this agreement with Libertas to borrow an incremental $370,543. Due to this refinancing, Libertas forgave a portion of this debt outstanding totaling $130,000 and the Company incurred an incremental fee of $221,000. The Company assessed this amendment, noting that the amended terms of the agreement were substantially different from the terms of the initial agreement, causing the Company to account for this amendment as an extinguishment in accordance with ASC 470-50.

As a result of the amendments noted above, as of December 31, 2023, all remaining discounts were written off. As a result of the amendments noted above, the Company wrote off all remaining debt discounts, yielding incremental interest expense of $662,400. This loss on extinguishment of debt was offset by the forgiveness of debt in connection with each amendment, as discussed above, of $162,080 relating to the first amendment and $130,000 relating to the second amendment, yielding a loss on extinguishment of debt of $370,320 that was recognized during the year ended December 31, 2023.

On January 4, 2024, like the transactions in April and August of 2023, the Company entered into a sale of Future Receipts Agreement with Libertas to which it sold and assigned $451,500 of future receipts in exchange for net proceeds of $350,000, including an origination fee of $7,000 and an original issuance discount of $101,500. As a result, the Company recorded a discount of $108,500. Under the agreement, the Company agreed to pay the third party approximately $8,958 weekly until the Future Receipts have been collected. The term of this agreement is approximately one year as the payments are made until the total amount of the future receipts are paid out.

On January 30, 2024, the Company amended each of its outstanding agreements with Libertas to consolidate the agreements into one without any change to the total Future Receipts committed. In connection with this amendment, the Company sold a total of $2,600,000 of Future Receipts in exchange for the remaining balances on each of the Company’s outstanding agreements with Libertas as of the date of the transaction, totaling $2,077,011 with an original issuance discount of $522,989. The Company assessed this amendment, noting that the amended terms of the agreement were substantially different from the terms of the initial agreement, causing the Company to account for this amendment as an extinguishment in accordance with ASC 470-50. As a result of the amendment, as of March 31, 2024, all unamortized discounts were written off, resulting in a loss on extinguishment of $591,864.

In connection with these instruments, the Company recorded discounts. These discounts are recorded as an adjustment to the related liability within the “Current portion of debt, net of discount” in the unaudited condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. As discussed above, as of March 31, 2024 and December 31, 2023, the discounts offered associated with these borrowings were zero.

In connection with the January 30, 2024 amendment, the Company erroneously received an incremental $1.1 million from Libertas. Such amounts received were provided to the Company in error and are due and payable in full to Libertas. Libertas has agreed to loan the Company this amount and is currently negotiating repayment terms with the Company. This is shown as a Due to Libertas on the unaudited condensed consolidated balance sheet.

Since the Company has significant continuing involvement in the generation of future cash flows due under these agreements among other indicators, pursuant to ASC 470-10-25-2, Debt- Sales of Future

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Revenues or Other Various Measures of Income, the Company has reflected any future commitments to Libertas associated with these agreements as Debt.

The balance of the total sale on Future Receipts stated above as of March 31, 2024 and December 31, 2023 is $2,393,651 and $1,938,257, respectively, which is included in the current portion of debt on the condensed consolidated balance sheets.

Other Notes

The Company also has other smaller loans that are described within Note 9 to the Company’s unaudited condensed consolidated interim financial statements as of March 31, 2024 and 2023.

Going Concern

The Company incurred net losses of $2,603,373 and $919,836 for the three months ended March 31, 2024 and 2023, respectively, and had an accumulated deficit of $25,466,061 as of March 31, 2024. The Company’s net cash used in operating activities was $1,230,749 for the three months ended March 31, 2024 and the working capital deficit totaled $15,721,766 as of March 31, 2024.

As of March 31, 2024, ConnectM had cash and cash equivalents of $0.9 million. In addition, the Company is expecting to have to pay $15.4 million of principal to the Company’s lenders throughout the next twelve months through March 31, 2025. The Company did not generate cash flows from operations for either of the three months ended March 31, 2024 or 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. 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.

Management’s plans to address the substantial doubt about the Company’s ability to continue as a going concern include the following:

•

obtaining additional financing from related parties and third parties; and

•

potentially extend existing debt agreements; and

•

executing the business combination with MCAC.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Further, the Company cannot provide any assurance that its current noteholders will provide relief and extend the Company’s current required payments under its debt agreements. ConnectM’s primary uses of cash are to fund its operations as it continues to grow its business. ConnectM will require a significant amount of cash for expenditures as it invests in continuing its acquisition strategy and capitalizes on synergies because of such acquisitions. We have experienced significant net losses since our inception and, given the significant expenditures associated with our business plan, we anticipate that we will continue to incur net losses. ConnectM’s future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section entitled “Risk Factors.”

To the extent that current and anticipated sources of liquidity are insufficient to fund our future business activities and requirements, ConnectM may be required to seek additional equity or debt financing after the closing of the Business Combination. The sale of additional equity would result in additional dilution to stockholders after the closing. The incurrence of debt financing would result in debt service obligation and instruments governing such debt could provide for operating and financial covenants that could restrict ConnectM’s operations. There can also be no assurances that the Company will be able to raise additional capital. The inability to raise capital could adversely affect our ability to achieve our business objectives.

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Cash Flows

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

	Three months ended March 31,
	2024		2023		Change
Net cash used in operating activities		(1,230,749)		(1,212,105)		(18,644)
Net cash used in investing activities		(6,569)		(30,274)		23,705
Net cash provided by financing activities		925,938		488,482		437,456

Cash Flows Used In Operating Activities — For the Three months Ended March 31, 2024 and 2023

Net cash used in operating activities for the three months ended March 31, 2024 was $1.2 million. Net cash used in operating activities consisted primarily of net loss of $2.6 million offset by $1.0 million of noncash items, primarily related to the loss on extinguishment of debt associated with the Company’s Libertas agreements of $0.6 million and the depreciation and amortization of long-lived assets and intangible assets of $0.2 million. In addition, for the three months ended March 31, 2024, net changes in operating assets and liabilities resulted in cash provided by operating activities of $0.4 million.

Net cash used in operating activities for the three months ended March 31, 2023 was $1.2 million. Net cash used in operating activities consisted primarily of net loss of $0.9 million offset by certain noncash items, primarily related to the depreciation and amortization of long-lived assets and intangible assets of $0.2 million, offset by the unrealized gain associated with the Company’s convertible debt that was measured at fair value of $0.2 million. In addition, for the three months ended March 31, 2023, net changes in operating assets and liabilities resulted in cash used in operating activities of $0.4 million.

Cash Flows Used In Investing Activities — For the Three months Ended March 31, 2024 and 2023

Net cash used in investing activities for the three months ended March 31, 2024 was $6 thousand. This use in cash consisted of investing activities relating to the purchase of property and equipment.

Net cash used in investing activities for the three months ended March 31, 2023 was $30 thousand. This use in cash consisted of investing activities relating to the purchase of property and equipment and capitalized software development costs.

Cash Flows Provided By Financing Activities — For the Three months Ended March 31, 2024 and 2023

Net cash provided by financing activities for the three months ended March 31, 2024 was $0.9 million. Net cash provided by financing activities consisted primarily of proceeds from the issuance of debt of $2.4 million and the receipt of $1.1 million from the Company’s lender, Libertas, that was received in error. For further information regarding this, please see Note 9 to the condensed consolidated financial statements as of and for the three months ended March 31, 2024. These financing activities were offset by the payment of extension fees into MCAC’s trust account of $1.0 million, payments of financing fees of $0.6 million and payments on the Company’s long term debt facilities of $0.9 million.

Net cash provided by financing activities for the three months ended March 31, 2023 was $0.5 million. Net cash provided by financing activities consisted primarily of proceeds from the issuance of debt of $0.9 million including $0.4 million of convertible notes, offset by payments on the Company’s long term debt facilities of $0.4 million.

Cash Flows

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

	Year Ended December 31,
	2023		2022		Change
Net cash used in operating activities		(4,576,692)		(1,633,631)		(2,943,061)

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	Year Ended December 31,
	2023		2022		Change
Net cash used in investing activities		(510,711)		(1,291,388)		780,677
Net cash provided by financing activities		4,227,160		3,451,969		775,191

Cash Flows Used In Operating Activities — For the Years Ended December 31, 2023 and 2022

Net cash used in operating activities for the twelve months ended December 31, 2023 was $4.6 million. Net cash used in operating activities consisted primarily of net loss of $9.2 million offset by $2.2 million of noncash items, primarily related to the depreciation and amortization of long-lived assets and intangible assets of $0.8 million, amortization of the Company’s debt discount recorded on its different debt facilities of $0.3 million, a write down of inventory due to obsolescence of $0.2 million, a loss on impairment of $0.2 million, and a loss on the extinguishment of debt of $0.4 million. In addition, for the twelve months ended December 31, 2023, net changes in operating assets and liabilities resulted in cash provided by operating activities of $2.5 million.

Net cash used in operating activities for the twelve months ended December 31, 2022 was $1.6 million. Net cash used in operating activities consisted primarily of net loss of $3.5 million offset by $0.7 million of noncash items, primarily related to the depreciation and amortization of long-lived assets and intangible assets of $0.5 million and a loss on impairment of $0.6 million, offset by deferred tax liabilities movement of $0.5 million due to the release of the valuation allowance on the Company’ resulting from the acquisitions executed in 2022. In addition, for the twelve months ended December 31, 2022, net changes in operating assets and liabilities resulted in cash provided by operating activities of $1.2 million.

Cash Flows Used In Investing Activities — For the Years Ended December 31, 2023 and 2022

Net cash used in investing activities for the twelve months ended December 31, 2023 was $0.5 million. This use in cash consisted of the issuance of convertible notes to MCAC for $0.4 million, with other immaterial investing activities primarily relating to the purchase of property and equipment and capitalized software.

Net cash used in investing activities for the twelve months ended December 31, 2022 was $1.3 million. This use in cash was primarily related to the acquisitions outlined within the Company’s consolidated financial statements as of and for the years ended December 31, 2022 of $1.1 million and the capitalization of software of $145 thousand.

Cash Flows Provided By Financing Activities — For the Years Ended December 31, 2023 and 2022

Net cash provided by financing activities for the twelve months ended December 31, 2023 was $4.2 million. Net cash provided by financing activities consisted primarily of the issuance of different long term debt facilities of $9.0 million and $0.9 million of incremental convertible notes, offset by the payment of extension fees into MCAC’s trust account of $2.5, payments on the Company’s long term debt facilities of $2.2 million, payments of deferred offering costs of $1.0 million, and payments on finance leases of $0.1 million.

Net cash provided by financing activities for the twelve months ended December 31, 2022 was $3.5 million. Net cash provided by financing activities consisted primarily of the issuance of different long term debt facilities of $3.3 million, offset by payments on the Company’s long term debt facilities, finance leases, and deferred offering costs of $0.6 million and $57 thousand, and $0.5 million, respectively. Furthermore, the Company issued $1.2 million of Series B-2 preferred shares.

Critical Accounting Policies and Significant Management Estimates

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets

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and liabilities at the date of the consolidated financial statements, as well as the reported expenses and net loss incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

ConnectM’s significant accounting policies are described in the notes to its audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 included elsewhere in this proxy statement/prospectus. There have been no material changes to our critical accounting estimates during the three months ended March 31, 2024 from those described in Note 2 to the Company’s audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 included elsewhere in this proxy statement/prospectus.

ConnectM believes its significant accounting policies described in Note 2 to the Company’s unaudited condensed consolidated financial statements are most critical to understanding and evaluating its reported financial results.

Recently Issued and Adopted Accounting Standards

A discussion of recent accounting pronouncements is included in Note 2 to ConnectM’s unaudited condensed consolidated financial statements as of and for the quarters ended March 31, 2024 and 2023.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The majority of ConnectM’s Debt utilizes simple fixed interest rates and are not subject to significant increases or declines in market rates. However, continued increases in interest rates could increase the cost of new indebtedness, and could materially and adversely affect our results of operations, financial condition, liquidity, and cash flows.

Concentration of Credit Risk

ConnectM deposits its cash with financial institutions, and, at times, such balances may exceed federally insured limits. Management believes the financial institutions that hold ConnectM’s cash are financially sound and, accordingly, minimal credit risk exists with respect to cash.

Emerging Growth Company Status

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 are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non- emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. MCAC previously elected to avail itself of the extended transition period, and following the consummation of the Business Combination, ConnectM will be an emerging growth company (for the period described in the immediately succeeding paragraph) and will take advantage of the benefits of the extended transition period emerging growth company status permits. During the extended transition period, it may be difficult or impossible to compare MCAC’s financial results with the financial results of another public company that complies with public company effective dates for accounting standard updates because of the potential differences in accounting standards used.

ConnectM will remain an emerging growth company under the JOBS Act until the earliest of December 31, 2026, (b) the last date of ConnectM fiscal year in which ConnectM has total annual gross revenue of at least $1.235 billion, (c) the date on which ConnectM is deemed to be a “large accelerated filer” under the rules of the SEC or (d) the date on which ConnectM has issued more than $1.0 billion in non- convertible debt securities during the previous three years.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of MCAC and ConnectM, adjusted to give effect to the Business Combination and the other events contemplated by the Business Combination Agreement. Unless otherwise indicated or the context otherwise requires, references to the “Combined Company” or “New ConnectM” refer to New ConnectM and its consolidated subsidiaries after giving effect to the Business Combination.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, combines the historical statements of operations of MCAC for the year ended December 31, 2023, and the historical statements of operations of ConnectM for the year ended December 31, 2023 on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement had been consummated on January 1, 2023, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information and accompanying notes have been derived from and should be read in conjunction with:

•

the historical unaudited condensed consolidated financial statements of MCAC as of and for the three months ended March 31, 2024, and the related notes, which are included elsewhere in this proxy statement/prospectus;

•

the historical audited consolidated financial statements of MCAC as of and for the year ended December 31, 2023 and the related notes, which are included elsewhere in this proxy statement/ prospectus;

•

the historical unaudited condensed consolidated financial statements of ConnectM as of and for the three months ended March 31, 2024, and the related notes, which are included elsewhere in this proxy statement/prospectus;

•

the historical audited consolidated financial statements of ConnectM as of and for the year ended December 31, 2023 and the related notes, which are included elsewhere in this proxy statement/ prospectus; and

•

other information relating to MCAC and ConnectM contained in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth in the section entitled “Proposal 1: The Business Combination Proposal.”

The unaudited pro forma condensed combined financial information should also be read together with the sections titled “Information about MCAC — Management’s Discussion and Analysis of Financial Condition and Results of Operations of MCAC,” “Information about ConnectM — Management’s Discussion and Analysis of Financial Condition and Results of Operations of ConnectM,” as well as other financial information included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On December 31, 2022, MCAC, Chronos Merger Sub (a wholly owned subsidiary of MCAC) and ConnectM entered into the Business Combination Agreement pursuant to which Chronos Merger Sub will

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merge with and into ConnectM, with ConnectM surviving the Merger. ConnectM will become a wholly owned subsidiary of MCAC and MCAC will immediately be renamed “ConnectM Technology Solutions, Inc.”, referred to herein as the “Combined Company” or “New ConnectM”. Upon the consummation of the Business Combination, the Business Combination Consideration will be distributed as follows (in each case, rounded down to the nearest whole share):

•

each outstanding share of ConnectM common stock will be cancelled and converted into the right to receive a number of shares of New ConnectM common stock equal to the Exchange Ratio (rounded down to the nearest whole share);

•

each outstanding share of ConnectM preferred stock will be cancelled and converted into the right to receive a number of shares of New ConnectM common stock equal to (A) the aggregate number of shares of ConnectM common stock that would be issued upon conversion of the shares of ConnectM preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (rounded down to the nearest whole share);

•

each outstanding ConnectM option or ConnectM warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New ConnectM common stock equal to (A) the number of shares of ConnectM common stock subject to such option or warrant multiplied by (A) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio (rounded down to the nearest whole share). Each option and warrant to purchase shares of New ConnectM common stock will otherwise be subject to the same terms as the ConnectM option and ConnectM warrants, as applicable, prior to such conversion; and

•

As of March 31, 2024 and December 31, 2023, ConnectM had $2.25 million in Convertible Notes. The Convertible Notes will be converted into shares of ConnectM. Under the terms of the Convertible Notes, the entire amount outstanding, including accrued interest must be converted. The total number of shares of ConnectM stock to be issued are equal to the lesser of (i) 80% of the price per share of each share to be sold to other investors and (ii) $7.00 per share. Due to the per share value assumed as of the date of consummation of the business combination, the Company assumed a conversion price of $7.00 per share.

Accounting for the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, MCAC will be treated as the acquired company and ConnectM will be treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New ConnectM will represent a continuation of the financial statements of ConnectM, with the Business Combination treated as the equivalent of ConnectM issuing stock for the net assets of MCAC, accompanied by a recapitalization. The net assets of MCAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of ConnectM. ConnectM has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:

•

it is expected that the New ConnectM Board will consist of up to five directors, four of which will be designated by ConnectM and one of which will be designated by MCAC;

•

ConnectM’s existing senior management team will comprise the majority of the senior management of the Combined Company;

•

ConnectM’s operations prior to the Business Combination will comprise the ongoing operations of New ConnectM as MCAC had minimal operations pre-combination; and

•

The historical shareholders of ConnectM will own the majority of the shares outstanding of the combined company following the execution of the business combination.

Basis of Pro Forma Information

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined

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financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of New ConnectM upon consummation of the Business Combination in accordance with GAAP.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination and the other events contemplated by the Business Combination Agreement are expected to be used for general corporate purposes. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of New ConnectM following the consummation of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Any historical relationships prior to the transactions discussed in this proxy statement/prospectus have been recorded as pro forma adjustments to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information contained herein assumes that the MCAC stockholders approve the Business Combination. Pursuant to MCAC’s current Charter, the Public Stockholders may elect to redeem their Public Shares upon the closing of the Business Combination for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account. MCAC cannot predict how many of its Public Stockholders will exercise their right to redeem their Public Shares for cash. Therefore, the unaudited pro forma condensed combined financial information present two redemption scenarios as follows:

•

Assuming No Redemption — this scenario assumes that no Public Stockholders of MCAC exercise redemption rights with respect to their Public Shares; and

•

Assuming Maximum Redemption — in addition to the assumptions described in the “No Redemptions” scenario, this scenario assumes that approximately 7.0 million shares of MCAC Class A Common Stock are redeemed at an assumed redemption price of approximately $10.92 per share based on the funds held in the Trust Account available for redemptions as of March 31, 2024 of approximately $68.4 million, less any required payments for income taxes, franchise taxes, and other taxes, to be paid from the Trust Account. The redemptions further exclude 138,000 shares of Class A Common Stock held by the Underwriter who has agreed to waive their redemption rights. If any incremental redemptions were to occur, the business combination could not be executed.

The following summarizes the pro forma New ConnectM common stock issued and outstanding immediately after the Business Combination as of March 31, 2024, presented under the two redemption scenarios. Further, information has been included at interim redemption levels to illustrate the impact of redemptions on the ownership of those MCAC Class A Common Stock shareholders:

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	Pro Forma Combined (Assuming No Redemption)				Pro Forma Combined (Assuming 25% Redemption)				Pro Forma Combined (Assuming 50% Redemption)				Pro Forma Combined (Assuming 75% Redemption)				Pro Forma Combined (Assuming Maximum Redemption)
	Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership
New ConnectM public Shares(1)		7,147,247		28.83%		5,394,935		23.37%		3,642,624		17.08%		1,890,312		9.66%		138,000		0.70%
Rights issued to Class A common stockholders(2)		920,000		3.71%		920,000		3.99%		920,000		4.31%		920,000		4.70%		920,000		4.66%
Founder Shares(3)		2,300,000		9.28%		2,300,000		9.97%		2,300,000		10.79%		2,300,000		11.75%		2,300,000		11.65%
Meteora Forward Purchase Agreement(4)		—		0.00%		40,000		0.17%		40,000		0.19%		40,000		0.20%		1,953,702		9.90%
New ConnectM shares issued in merger to ConnectM(5)		14,422,321		58.18%		14,422,321		62.50%		14,422,321		67.63%		14,422,321		73.69%		14,422,321		73.09%
Shares outstanding		24,789,568		100.00%		23,077,256		100.00%		21,324,945		100.00%		19,572,633		100.00%		19,734,023		100.00%

(1)

In connection with the special meeting of stockholders on May 7, 2024, stockholders holding 228,878 shares of MCAC Class A Common Stock issued in the Initial Public Offering of MCAC exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $2.6 million (approximately $11.21 per share after removal of interest to pay taxes) was removed from the Trust Account to pay such holders. To reflect these redemptions, 228,878 shares of MCAC Class A Common Stock are assumed to be redeemed at the March 31, 2024 value of $10.92 per share of MCAC Class A Common Stock and are not reflected in the tables presented above.

(2)

Each holder of the MCAC 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 MCAC 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 MCAC 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. This reflects the ownership percentage of those holders of such MCAC Rights upon the successful completion of the business combination.

(3)

All of the Founder Shares will convert into shares of Class A Common Stock of New ConnectM at the Closing.

(4)

All of the Founder Shares will convert into shares of Class A Common Stock at the Closing.

(5)

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 MCAC Class A Common Stock from holders of MCAC Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of MCAC Class A Common Stock pursuant to the redemption rights set forth in the Current Charter, in connection with the execution of the Merger Agreement, up to a maximum of 6,600,000 shares of MCAC Class A Common Stock. Under the Maximum Redemption Scenario, Meteora would buy 2.0 million shares of MCAC Class A Common Stock of the Combined Company at the Closing Date from the open market, which is subject to a ceiling such that Meteora cannot purchase more than 9.9% of the total Class A Common Stock outstanding. Thus, such shares would be outstanding for the three months ended March 31, 2024. Any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. Please see the Forward Purchase Agreement discussed elsewhere in this proxy statement/prospectus.

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(6)

In connection with the consummation of the business combination and as further outlined within this proxy statement/prospectus, the total Merger Consideration is 14,500,000 of MCAC common stock, subject to the Transaction Expense Adjustment. Such Merger Consideration includes the ConnectM warrants, which are issued and outstanding, but require exercise by the warrant holders. As such, these are not considered to be issued and outstanding as of the date of the consummation of the business combination.

The pro forma table above excludes those New ConnectM shares reserved for the future exercises of ConnectM options and warrants.

The following table summarizes the total New ConnectM shares issuable to the ConnectM shareholders in both the no redemption and maximum redemption scenarios as of March 31, 2024:

	Shares		%
ConnectM Common Stock		5,270,170		37%
Series Seed Preferred Stock		2,143,976		15%
Series Seed-1 Preferred Stock		303,338		2%
Series A-1 Preferred Stock		2,473,673		17%
Series B-1 Preferred Stock		2,163,327		15%
Series B-2 Preferred Stock		997,801		7%
Convertible Debt		1,070,036		7%
Total		14,422,321		100%

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2024

							Assuming No Redemption Scenario							Assuming Maximum Redemption Scenario
	MCAC (Historical)			ConnectM (Historical)			Transaction Accounting Adjustments				Pro Forma Combined			Additional Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets:
Cash		$	3,696		$	861,928		$	78,214,794	(2)		$	68,586,648		$	(76,545,126)	(20)		$	—
									(4,803,161)	(5)						(216,698)	(21)
									(3,680,000)	(6)						8,175,176	(22)
									(1,119,457)	(11)
									(98,460)	(13)
									(575,000)	(14)
									(55,201)	(17)
									(162,491)	(18)
Accounts receivable, net			—			1,032,118			—				1,032,118			—				1,032,118
Contract asset			—			—			—				—			—				—
Convertible note receivable			—			445,000			(445,000)	(12)			—			—				—
Inventory			—			350,030			—				350,030			—				350,030
Deferred offering costs			—			1,612,493			(1,612,493)	(19)			—			—				—
Term extension fees funding			—			3,468,578			(3,468,578)	(16)			—			—				—
Prepaid expenses and other current assets			1,667			455,170			—				456,837			—				456,837
Income tax receivable			—			—			—				—			—				—
Total current assets			5,363			8,225,317			62,194,953				70,425,633			(68,586,648)				1,838,985
Marketable securities held in trust account			80,714,142			—			(2,499,348)	(1)			—			—				—
									(78,214,794)	(2)
Operating lease right-of- use assets, net			—			248,969			—				248,969			—				248,969
Finance lease right-of- use assets, net			—			222,343			—				222,343			—				222,343
Property and equipment, net			—			1,080,060			—				1,080,060			—				1,080,060
Intangible assets, net			—			2,246,619			—				2,246,619			—				2,246,619
Goodwill			—			1,728,236			—				1,728,236			—				1,728,236
Investment recorded at cost			—			45,000			—				45,000			—				45,000
Total assets		$	80,719,505		$	13,796,544		$	(18,519,189)			$	75,996,860		$	(68,586,648)			$	7,410,212
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable		$	—		$	4,174,788		$	(966,254)	(5)		$	3,208,534		$	8,175,176	(22)		$	11,383,710
Accrued offering costs			55,201			—			(55,201)	(17)			—			—				—
Accrued expenses			3,561,897			2,379,480			(2,836,907)	(5)		$	3,104,470			—				3,104,470
Due to Libertas			—			1,057,275			—				1,057,275			—				1,057,275
Convertible note- related party			1,119,457			—			(1,119,457)	(11)			—			—				—
Convertible note			445,000			—			(445,000)	(12)			—			—				—
Due to Sponsor-related party			98,460			—			(98,460)	(13)			—			—				—
Deferred credit – term extension fee funded by acquisition target company			3,468,578			—			(3,468,578)	(16)			—			—				—
Current portion of long-term debt- related party			—			85,141			—				85,141			—				85,141
Current portion of long-term debt, net of debt discount			—			13,038,821			—				13,038,821			—				13,038,821
Current portion of convertible debt, at fair value			—			2,302,093			(2,302,093)	(10)			—			—				—

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					Assuming No Redemption Scenario					Assuming Maximum Redemption Scenario
	MCAC (Historical)		ConnectM (Historical)		Transaction Accounting Adjustments			Pro Forma Combined		Additional Transaction Accounting Adjustments			Pro Forma Combined
Current portion of operating lease liability		—		107,039		—			107,039		—			107,039
Current portion of finance lease liability		—		97,876		—			97,876		—			97,876
Contract liabilities		—		704,570		—			704,570		—			704,570
Income taxes payable		162,491		—		(162,491)	(18)		—		—			—
Total current liabilities		8,911,084		23,947,083		(11,454,441)			21,403,726		8,175,176			29,578,902
Deferred underwriting fees payable		3,680,000		—		(3,680,000)	(6)		—		—			—
Forward purchase agreement liability		27,950,000		—		(27,950,000)	(14)		—		8,114,096	(21)		8,114,096
Noncurrent portion of operating lease liability		—		149,188		—			149,188		—			149,188
Noncurrent portion of finance lease liability		—		180,774		—			180,774		—			180,774
Noncurrent portion of debt, net of debt discount		—		1,594,877		—			1,594,877		—			1,594,877
Total liabilities		40,541,084		25,871,922		(43,084,441)			23,328,565		16,289,272			39,617,837
Commitments and contingencies
Class A common stock subject to possible redemption		80,469,992		—		(2,499,348)	(1)		—		—			—
						(77,970,644)	(3)
Redeemable Convertible Preferred stock														—
Series Seed		—		2,200,000		(2,200,000)	(4)		—		—			—
Series Seed-1		—		292,625		(292,625)	(4)		—		—			—
Series A-1		—		3,195,192		(3,195,192)	(4)		—		—			—
Series B-1		—		3,983,538		(3,983,538)	(4)		—		—			—
Series B-2		—		2,310,929		(2,310,929)	(4)		—		—			—
Total redeemable convertible preferred stock		—		11,982,284		(11,982,284)			—		—			—
Stockholders’ (deficit) equity
Class A common stock		14		—		701	(3)		2,479		(701)	(20)		1,973
						808	(4)				195	(21)
						230	(7)
						527	(8)
						107	(10)
						92	(15)
Class B common stock		230		—		(230)	(7)		—		—			—
Common stock (ConnectM)		—		159		(159)	(8)		—		—			—
Additional paid-in-capital		—		1,307,106		77,969,943	(3)		78,030,743		(76,544,425)	(20)		(19,420,344)
						11,981,476	(4)				(20,906,662)	(21)
						(500,000)	(5)
						(368)	(8)
						(13,416,815)	(9)
						2,301,986	(10)
						(92)	(15)
						(1,612,493)	(19)
Cash in escrow for forward purchase agreement shares		—		—		—			—		20,689,769	(21)		20,689,769
Accumulated (deficit) equity		(40,291,815)		(25,466,061)		(500,000)	(5)		(25,466,061)		(8,114,096)	(21)		(33,580,157)
						13,416,815	(9)
						27,375,000	(14)
Accumulated other comprehensive income		—		125,142		—			125,142		—			125,142
Noncontrolling interest		—		(24,008)		—			(24,008)		—			(24,008)

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							Assuming No Redemption Scenario						Assuming Maximum Redemption Scenario
	MCAC (Historical)			ConnectM (Historical)			Transaction Accounting Adjustments			Pro Forma Combined			Additional Transaction Accounting Adjustments			Pro Forma Combined
Total stockholders’ (deficit) equity			(40,291,571)			(24,057,662)			117,017,528			52,668,295			(77,035,966)			(24,367,671)
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity		$	80,719,505		$	13,796,544		$	(18,519,189)		$	75,996,860		$	(68,586,648)		$	7,410,212

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2024

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2024 are as follows:

(1) In connection with the special meeting of stockholders on May 7, 2024, stockholders holding 228,878 shares of MCAC Class A Common Stock issued in the Initial Public Offering of MCAC exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $2.6 million (approximately $11.21 per share after removal of interest to pay taxes) was removed from the Trust Account to pay such holders. To reflect these redemptions, 228,878 shares of Class A Common Stock are assumed to be redeemed at the March 31, 2024 value of $10.92 per share of MCAC Class A Common Stock.

(2) Reflects the liquidation and reclassification of cash and marketable securities held in the Trust Account that becomes available for general use by New ConnectM following the Business Combination.

(3) Reflects the transfer of MCAC’s Class A Common Stock subject to possible redemptions as of March 31, 2024 to permanent equity.

(4) Reflects the exchange of all ConnectM preferred stock (Seed, Seed-1, Series A-1, Series B-1, and Series B-2) into new ConnectM common stock pursuant to the conversion rate for such shares of new ConnectM preferred stock effective in connection with the closing.

(5) Reflects the preliminary estimated payment of direct and incremental transaction costs incurred prior to or concurrent with the Business Combination of approximately $4.8 million (exclusive of the deferred underwriters’ discount discussed below) which are to be cash settled upon Closing in accordance with the Business Combination Agreement. Transaction costs include legal, accounting, financial advisory and other professional fees related to the Business Combination. Of the total cash transaction costs incurred or remaining to be incurred of approximately $4.8 million, approximately $1.4 million are to be incurred by ConnectM, of which approximately $0.9 million have already been invoiced for, with the remaining $0.5 million being charged to additional paid-in capital and approximately $3.4 million are to be incurred by MCAC, of which approximately $2.9 million have already been invoiced for, with the remaining $0.5 million are to be charged to expenses through accumulated deficit.

(6) Reflects the payment of the deferred underwriters’ discount payable liability upon consummation of the Business Combination. As of March 31, 2024, $3.68 million was outstanding on MCAC’s balance sheet.

(7) Reflects the conversion of MCAC’s Class B Common Stock to Class A Common Stock.

(8) Reflects the recapitalization of equity as a result of the exchange of ConnectM common stock for Class A Common Stock at the Exchange Ratio, less any warrants held by warrant holders as the warrants are required to be exercised by the holder.

(9) Reflects the elimination of any remaining MCAC’s accumulated deficit to additional paid-in capital.

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(10) Reflects the settlement of the ConnectM Convertible Notes upon the closing of the Business Combination. Upon the closing of the Business Combination, the Convertible Notes would be settled through the issuance of shares of New ConnectM Class A Common Shares. Under the terms of the Convertible Notes, the entire amount of the Convertible Notes outstanding must be converted, along with any unpaid accrued interest. Shares to be issued are equal to $7.00 per share. Under the terms of the Convertible Notes, ConnectM was required pay off the convertible notes by September 24, 2024. The convertible notes were assumed to be fully settled at the merger date under the No Redemption and the Maximum Redemption scenarios.

(11) In order to finance transaction costs in connection with an initial business combination, the Sponsor, an affiliate of the Sponsor, or certain of MCAC’s officers and directors or their affiliates may, but are not obligated to, loan MCAC funds as may be required (“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, the Company had $1.1 million borrowed under the Working Capital Loans from the Sponsor. This reflects the assumed settlement of these notes in cash upon the execution of the business combination.

(12) During the year ended December 31, 2023, the Company received $445,000 from ConnectM in the form of convertible notes, with terms identical to those of the notes from the Sponsor. As of March 31, 2024, $445,000 was due to ConnectM, included in Convertible Notes in the accompanying consolidated balance sheet. This represents the cancellation of such notes upon completion of the Business Combination.

(13) The Due to Sponsor-related party balance as of March 31, 2024 totaled $98 thousand, which represents unpaid monthly administrative fees, cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors, and funds reserved for payment of the Company’s income taxes. This reflects the assumed settlement of these payables in cash upon the execution of the business combination.

(14) Reflects the breakup fees related to the Forward Purchase Agreement assuming that the agreement is terminated by MCAC. In connection with the execution of the Merger Agreement, MCAC and Meteora, entered into the Forward Purchase Agreement for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, MCAC may direct Meteora to purchase in the open market through a broker shares of MCAC Class A Common Stock at the merger date, up to a maximum of the lesser of (a) 9.9% of number MCAC shares post-merger or (b) 6,600,000 shares of MCAC Class A Common Stock. In the event the agreement is terminated by MCAC prior to the purchase of any shares by Meteora, the Company has to pay Meteora a break-up fee equal to (i) all of Seller’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement capped at $75,000 plus (ii) $500,000. This adjustment further reflects the settlement of this breakup liability.

(15) On May 13, 2022 in connection with its public offering, MCAC 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”). This adjustment reflects the issuance of such rights upon the completion of a successful business combination.

(16) 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”). On August 11, 2023, MCAC further extended the period of time to consummate its Business Combination by an additional three months from August 13, 2023 to November 13, 2023, pursuant to the deposit of $920,000 to the Trust Account by ConnectM (the “Second Extension Payment”). On November 9, 2023, MCAC 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 Additional Extension Options, by ConnectM’s deposit of approximately $325,715

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into the Trust Account. On December 11, 2023, MCAC 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 Additional Extension Options, by ConnectM’s deposit of approximately $325,716 into the Trust Account. On January 8, 2024, MCAC 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 Additional Extension Options, by ConnecTM's deposit of approximately $325,716 into the Trust Account. On February 11, 2024, MCAC 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 Additional Extension Options, by ConnecTM’s deposit of approximately $325,716 into the Trust Account. On March 11, 2024, MCAC 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 “Fourth Additional Extension Period”) pursuant to the Additional Extension Options, by ConnecTM’s deposit of approximately $325,716 into the Trust Account. MCAC recognized a deferred credit in the amount of $3.5 million in connection with these payments. Additionally, upon payment, ConnectM recognized a receivable that was due from MCAC. This reflects the settlement of these transactions upon completion of a successful business combination.

(17) Reflects the settlement of any accrued offering costs in cash upon the successful completion of a business combination.

(18) Reflects the settlement of any income and other tax liabilities held by MCAC through cash of the combined company upon the completion of a successful business combination.

(19) SAB Topic 5.A states that “specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering.” As such, the deferred costs incurred by ConnectM will be offset against the additional paid-in capital. This entry reflects the release of any deferred offering costs recognized by ConnectM to additional paid in capital.

(20) Reflects the cash disbursement assuming that 7.0 million of public shares are redeemed upon consummation of the Business Combination for aggregate redemption payments of $76.5 million, assuming a redemption price of $10.92 per share upon consummation of the Business Combination. This represents all of the outstanding Class A shares, other than the 138,000 Class A shares held by the Underwriter who has agreed to waive their redemption rights. If this level of redemptions as outlined within the Maximum Redemption scenario were to occur, the Company would not be able to satisfy all of its transaction-related liabilities from the proceeds of the Trust Account following satisfaction of redemptions by the public shareholders, less any required payments for income taxes.

(21) Reflects proceeds and forward purchase agreement liability related to the Forward Purchase Agreement under the full redemption scenario. In connection with the execution of the Merger Agreement, MCAC and Meteora, entered into the Forward Purchase Agreement for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, MCAC may direct Meteora to purchase in the open market through a broker shares of MCAC Class A Common Stock at the merger date, up to a maximum of the lesser of (a) 9.9% of number MCAC shares post-merger or (b) 6,600,000 shares of MCAC Class A Common Stock. Under the full redemption scenario, Meteora would buy 2.0 million Class A shares at the merger date. MCAC would issue 40,000 Class A common stock to Meteora, accounted for as issuance costs and offset against the proceeds. Under the terms of the Forward Purchase Agreement, approximately $20.7 million would be deposited into an escrow account. The Company believes that the substance of this payment is akin to a subscription receivable for shares in New ConnectM. As such, this has been presented as a reduction of equity in accordance with Rule 5-02 of Regulation S-X. Considering the repurchase obligations by MCAC under the Forward Purchase Agreement, the put option liability to Meteora was estimated at $8.1 million using the Black-Scholes valuation model.

(22) This represents the recording of a liability for those transaction-related liabilities that were not able to be satisfied with the proceeds from the Trust Account following satisfaction of

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2024

							Assuming No Redemption Scenario							Assuming Maximum Redemption Scenario
	MCAC (Historical)			ConnectM (Historical)			Transaction Accounting Adjustments				Pro Forma Combined			Additional Transaction Accounting Adjustments				Pro Forma Combined
Revenues			—			5,755,195			—				5,755,195			—				5,755,195
Costs and expenses
Cost of services			—			3,770,386			—				3,770,386			—				3,770,386
Selling, general and administrative			860,772			3,399,447			(500,000)	(2)			3,760,219			—				3,760,219
Total operating expenses			860,772			7,169,833			(500,000)				7,530,605			—				7,530,605
Loss from operations			(860,772)			(1,414,638)			500,000				(1,775,410)			—				(1,775,410)
Other income (expense)
Dividend and interest income			1,034,171			—			(1,034,171)	(1)			—			—				—
Change in fair value of Forward Purchase Agreement liability			(9,580,000)			—			9,005,000	(3)			(575,000)			(7,539,096)	(4)			(8,114,096)
Interest expense			—			(512,385)			—				(512,385)			—				(512,385)
Loss on extinguishment of debt			—			(591,864)			—				(591,864)			—				(591,864)
Other income (expense), net			—			(84,486)			—				(84,486)			—				(84,486)
Income (loss) before income taxes			(9,406,601)			(2,603,373)			8,470,829				(3,539,145)			(7,539,096)				(11,078,241)
Income tax provision			(224,683)			—			224,683	(1)			—			—				—
Net income (loss)		$	(9,631,284)		$	(2,603,373)		$	8,695,512			$	(3,539,145)		$	(7,539,096)			$	(11,078,241)
Noncontrolling interest			—			2,337							2,337							2,337
Net income (loss) attributable to shareholders		$	(9,631,284)		$	(2,605,710)		$	8,695,512			$	(3,541,482)		$	(7,539,096)			$	(11,080,578)
Foreign currency translation adjustment			—			10,518							10,518							10,518
Comprehensive loss		$	(9,631,284)		$	(2,595,192)		$	8,695,512			$	(3,530,964)		$	(7,539,096)			$	(11,070,060)
Weighted average shares outstanding of ConnectM common stock – basic and diluted						1,588,141
Basic and diluted net loss per share – ConnectM common stock					$	(1.64)
Weighted average shares outstanding of Class A common stock subject to possible redemption – basic and diluted			7,238,125
Basic and diluted net loss per share – Class A common stock subject to possible redemption		$	(1.00)
Weighted average shares outstanding of Class B common stock – basic and diluted			2,300,000
Basic and diluted net loss per share – Class B common stock		$	(1.00)
Weighted average shares outstanding of Class A common stock – basic and diluted			138,000										24,789,568							19,734,023
Basic and diluted net loss per share – Class A common stock		$	(1.00)									$	(0.14)						$	(0.56)

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Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended March 31, 2024

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended March 31, 2024 are as follows:

(1) Reflects an adjustment to eliminate interest income related to the Trust Account and any related income taxes.

(2) Reflects the removal of transaction costs occurred during the period, as such costs would not be incurred subsequent to the business combination.

(3) Reflects the breakup fees related to the Forward Purchase Agreement assuming that the agreement is terminated by MCAC. In the event the agreement is terminated by MCAC prior to the purchase of any shares by Meteora, the Company has to pay Meteora a break-up fee equal to (i) all of Seller’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement capped at $75,000 plus (ii) $500,000.

(4) Reflects the adjustment to the fair value of the forward purchase liability as the merger date assuming the purchase of the Class A common stock shares by Meteora. Under the full redemption scenario, Meteora would buy 2.0 million Class A shares at the merger date and MCAC would receive $20.7 million in proceeds, net of approximately $0.2 million cash issuance costs. In addition, MCAC would issue 40,000 Class A common stock to Meteora, accounted for as issuance costs and offset against the proceeds. Considering the repurchase obligations by MCAC under the Forward Purchase Agreement, the put option liability to Meteora was estimated at $8.1 million using the Black-Scholes valuation model.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023

							Assuming No Redemption Scenario							Assuming Maximum Redemption Scenario
	MCAC (Historical)			ConnectM (Historical)			Transaction Accounting Adjustments				Pro Forma Combined			Additional Transaction Accounting Adjustments				Pro Forma Combined
Revenues			—			19,972,239			—				19,972,239			—				19,972,239
Costs and expenses
Cost of services			—			14,934,962			—				14,934,962			—				14,934,962
Selling, general and administrative			2,980,863			12,502,148			500,000	(2)			15,983,011			—				15,983,011
Total operating expenses			2,980,863			27,437,110			500,000				30,917,973			—				30,917,973
Loss from operations			(2,980,863)			(7,464,871)			(500,000)				(10,945,734)			—				(10,945,734)
Other income (expense)
Dividend and interest income			4,551,468			—			(4,551,468)	(1)			—			—				—
Change in fair value of Forward Purchase Agreement liability			(15,600,000)			—			15,025,000	(3)			(575,000)			(4,745,091)	(4)			(5,320,091)
Interest expense			—			(1,431,354)			—				(1,431,354)			—				(1,431,354)
Loss on extinguishment of debt			—			(370,320)			—				(370,320)			—				(370,320)
Other income (expense), net			—			67,691			—				67,691			—				67,691
Net income (loss) before income taxes			(14,029,395)			(9,198,854)			9,973,532				(13,254,717)			(4,745,091)				(17,999,808)
Income tax provision			(913,808)			—			913,808	(1)			—			—				—
Net income (loss)		$	(14,943,203)		$	(9,198,854)		$	10,887,340			$	(13,254,717)		$	(4,745,091)			$	(17,999,808)
Noncontrolling interest			—			(49,188)							(49,188)							(49,188)
Net income (loss) attributable to shareholders		$	(14,943,203)		$	(9,149,666)		$	10,887,340			$	(13,205,529)		$	(4,745,091)			$	(17,950,620)
Foreign currency translation adjustment			—			97,613							97,613							97,613
Comprehensive loss		$	(14,943,203)		$	(9,052,053)		$	10,887,340			$	(13,107,916)		$	(4,745,091)			$	(17,853,007)
Weighted average shares outstanding of ConnectM common stock – basic and diluted						1,588,141
Basic and diluted net loss per share – ConnectM common stock					$	(5.76)
Weighted average shares outstanding of Class A common stock subject to possible redemption – basic and diluted			8,909,750
Basic and diluted net loss per share – Class A common stock subject to possible redemption		$	(1.32)
Weighted average shares outstanding of Class B common stock – basic and diluted			2,300,000
Basic and diluted net loss per share – Class B common stock		$	(1.32)
Weighted average shares outstanding of Class A common stock – basic and diluted			138,000										24,789,568							19,734,023
Basic and diluted net loss per share – Class A common stock		$	(1.32)									$	(0.55)						$	(0.91)

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Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2023

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 are as follows:

(1) Reflects an adjustment to eliminate interest income related to the Trust Account and any related income taxes.

(2) Reflects the preliminary estimated direct and incremental transaction costs incurred prior to or concurrent with the Business Combination of approximately $0.5 million of MCAC. Since the Business Combination is expected to be accounted for as a reverse merger and recapitalization of ConnectM into MCAC, the costs incurred by MCAC to consummate the merger are expensed as incurred, net of any amounts previously accrued. This adjustment is non-recurring in nature and is not expected to have a continuing effect on future period statements of operations.

(4) Reflects the adjustment to the fair value of the forward purchase liability as of the merger date assuming the purchase of the Class A common stock shares by Meteora. Under the full redemption scenario, Meteora would buy 2.0 million Class A shares at the merger date, which represents the total amount of shares expected to be outstanding under this scenario. In addition, MCAC would issue 40,000 Class A common stock to Meteora, accounted for as issuance costs and offset against the proceeds. Under the terms of the Forward Purchase Agreement, approximately $20.9 million would be deposited into an escrow account. Considering the repurchase obligations by MCAC under the Forward Purchase Agreement, the put option liability to Meteora was estimated at $5.3 million using the Black-Scholes valuation model.

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Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, MCAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New ConnectM will represent a continuation of the financial statements of ConnectM, and the Business Combination will be treated as the equivalent of ConnectM issuing stock for the net assets of MCAC, accompanied by a recapitalization. The net assets of MCAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of ConnectM.

The unaudited pro forma condensed combined balance sheet as of March 31, 2024, combines the historical balance sheet of MCAC as of March 31, 2024, and the historical balance sheet of ConnectM as of March 31, 2024 on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement had been consummated on March 31, 2024. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024, combines the historical statements of operations of MCAC for the three months ended March 31, 2024, and the historical statements of operations of ConnectM for the three months ended March 31, 2024 on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement had been consummated on January 1, 2023, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, combines the historical statements of operations of MCAC for the year ended December 31, 2023, and the historical statements of operations of ConnectM for the year ended December 31, 2023 on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement had been consummated on January 1, 2023, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information and accompanying notes have been derived from and should be read in conjunction with:

•

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

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Certain transactions, specifically the transaction expenses recognized by MCAC and ConnectM in the pro forma transaction accounting adjustments for the three months ended March 31, 2024 and the year ended December 31, 2023 are not expected to recur in the statement of operations of the combined entity subsequent to the consummation of the business combination.

While the Combined Company would be subject to tax at the corporate level subsequent to the consummation of the Business Combination, the Company would be in a net loss position which would result in a deferred tax asset which has been determined to not be more likely than not to be realized. Thus, the Combined Company would not have an income tax benefit. Accordingly, no adjustments for the income tax impact of any transaction accounting adjustments have been reflected.

The pro forma adjustments reflecting the consummation of the Business Combination are based on information available as of the date of this proxy statement/prospectus and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in these notes, may be revised as additional information becomes available and is evaluated. Therefore, the actual adjustments may materially differ from the pro forma adjustments that appear in this proxy statement/prospectus. Management considers this basis of presentation to be reasonable under the circumstances.

One-time direct and incremental transaction costs anticipated to be incurred by ConnectM prior to, or concurrent with, the Closing are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to the New ConnectM’s additional paid-in capital and are assumed to be cash settled. Since the Business Combination is expected to be accounted for as a reverse merger and recapitalization of ConnectM into MCAC, the costs incurred by MCAC to consummate the merger are expensed as incurred.

2. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of ConnectM upon consummation of the Business Combination in accordance with GAAP. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination and the other related events contemplated by the Merger Agreement are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of ConnectM following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. MCAC and ConnectM have not had any historical relationship prior to the transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information contained herein assumes that the MCAC stockholders approve the Business Combination. Pursuant to its existing charter, MCAC will provide stockholders the opportunity to redeem the outstanding shares of common stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the consummation of the transactions contemplated by the Merger Agreement (including interest earned on the funds held in the Trust Account, net of taxes) upon the closing of the transactions contemplated by the Merger Agreement.

The level of redemptions assumed in the unaudited pro forma condensed combined balance sheet and statements of operations are based on the assumption that there are no adjustments for the outstanding

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Private Placement Warrants issued in connection with the IPO as such securities are not exercisable until 30 days after the consummation of the Business Combination.

	Pro Forma Combined (Assuming No Redemption)				Pro Forma Combined (Assuming 25% Redemption)				Pro Forma Combined (Assuming 50% Redemption)				Pro Forma Combined (Assuming 75% Redemption)				Pro Forma Combined (Assuming Maximum Redemption)
	Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership		Number of Shares		% Ownership
New ConnectM public Shares(1)		7,147,247		28.83%		5,394,935		23.37%		3,642,624		17.08%		1,890,312		9.66%		138,000		0.70%
Rights issued to Class A common stockholders(2)		920,000		3.71%		920,000		3.99%		920,000		4.31%		920,000		4.70%		920,000		4.66%
Founder Shares(3)		2,300,000		9.28%		2,300,000		9.97%		2,300,000		10.79%		2,300,000		11.75%		2,300,000		11.65%
Meteora Forward Purchase Agreement(4)		—		0.00%		40,000		0.17%		40,000		0.19%		40,000		0.20%		1,953,702		9.90%
New ConnectM shares issued in merger to ConnectM(5)		14,422,321		58.18%		14,422,321		62.50%		14,422,321		67.63%		14,422,321		73.69%		14,422,321		73.09%
Shares outstanding		24,789,568		100.00%		23,077,256		100.00%		21,324,945		100.00%		19,572,633		100.00%		19,734,023		100.00%

(1)

(2)

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. This reflects the ownership percentage of those holders of such Rights upon the successful completion of the business combination.

(3)

All of the Founder Shares will convert into shares of Class A Common Stock at the Closing.

(4)

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outstanding for the year ended three months ended March 31, 2024. Any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. Please see the Forward Purchase Agreement discussed elsewhere in this proxy statement/prospectus.

(5)

The pro forma table above excludes new ConnectM shares reserved for the future issuance of ConnectM vested options and warrants.

The following table summarizes the total New ConnectM shares issuable to the ConnectM shareholders in both the no redemption and maximum redemption scenarios as of March 31, 2024:

	Shares		%
ConnectM Common Stock		5,270,170		37%
Series Seed Preferred Stock		2,143,976		15%
Series Seed-1 Preferred Stock		303,338		2%
Series A-1 Preferred Stock		2,473,673		17%
Series B-1 Preferred Stock		2,163,327		15%
Series B-2 Preferred Stock		997,801		7%
Convertible Debt		1,070,036		7%
Total		14,422,321		100%

The pro forma basic and diluted income per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the Combined Company’s shares outstanding, assuming the Business Combination occurred on January 1, 2023.

3. Loss per Share

Represents the net loss per share calculated using the historical shares of MCAC Common Stock outstanding, and the issuance of additional shares in connection with the Business Combination and other related events, assuming all shares were outstanding since January 1, 2023. As the Business Combination and other related events are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable in connection with the Business Combination have been outstanding for the entire period presented. Under the maximum redemption scenario, the shares assumed to be redeemed by the Public Stockholders are eliminated as of January 1, 2023. The stock options and warrants were excluded in the earnings per share calculation as they would be anti-dilutive. The following presents the loss per share, assuming both the minimum and maximum redemption scenarios and interim scenarios to illustrate the impact of redemptions on ownership of those MCAC Class A Common Stock shareholders:

	Three months ended March 31, 2024 Pro Forma Combined
(in thousands, except share and per-share data)	Assuming No Redemption			Assuming 25% Redemption			Assuming 50% Redemption			Assuming 75% Redemption			Assuming Maximum Redemption
Pro forma net loss		$	(3,539,145)		$	(3,539,145)		$	(3,539,145)		$	(3,539,145)		$	(11,078,241)
Weighted average shares outstanding-basic and diluted			24,789,568			23,077,256			21,324,945			19,572,633			19,734,023

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	Three months ended March 31, 2024 Pro Forma Combined
(in thousands, except share and per-share data)	Assuming No Redemption			Assuming 25% Redemption			Assuming 50% Redemption			Assuming 75% Redemption			Assuming Maximum Redemption
Net loss per share-basic and diluted		$	(0.14)		$	(0.15)		$	(0.17)		$	(0.18)		$	(0.56)
New ConnectM shares(1)			7,147,247			5,394,935			3,642,624			1,890,312			138,000
Rights(2)			920,000			920,000			920,000			920,000			920,000
Founder Shares(3)			2,300,000			2,300,000			2,300,000			2,300,000			2,300,000
Meteora Forward Purchase Agreement(4)			—			40,000			40,000			40,000			2,032,764
New ConnectM shares issued in merger to ConnectM(5)			14,422,321			14,422,321			14,422,321			14,422,321			14,422,321
Shares outstanding			24,789,568			23,077,256			21,324,945			19,572,633			19,734,023

(1)

(2)

Each holder of the MCAC 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 MCAC Rights in order to receive his, her, or its additional MCAC Class A common stock upon consummation of an initial business combination. The MCAC Class A common stock issuable upon exchange of the MCAC 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. This reflects the MCAC Rights that would be outstanding had the business combination occurred on January 1, 2023.

(3)

All of the Founder Shares will convert into shares of Class A Common Stock at the Closing.

(4)

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 MCAC Class A Common Stock from holders of MCAC Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of MCAC Class A Common Stock pursuant to the redemption rights set forth in the Current Charter, in connection with the execution of the Merger Agreement, up to a maximum of 6,600,000 shares of MCAC Class A Common Stock. Under the Maximum Redemption Scenario, Meteora would buy 2.0 million shares of MCAC Class A Common Stock of the Combined Company at the Closing Date from the open market, which is subject to a ceiling such that Meteora cannot purchase more than 9.9% of the total Class A Common Stock outstanding. Thus, such shares would be outstanding for the year ended three months ended March 31, 2024. Any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. Please see the Forward Purchase Agreement discussed elsewhere in this proxy statement/prospectus.

(5)

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	Year ended December 31, 2023 Pro Forma Combined
(in thousands, except share and per-share data)	Assuming No Redemption			Assuming 25% Redemption			Assuming 50% Redemption			Assuming 75% Redemption			Assuming Maximum Redemption
Pro forma net loss		$	(13,254,717)		$	(13,254,717)		$	(13,254,717)		$	(13,254,717)		$	(17,999,808)
Weighted average shares outstanding-basic and diluted			24,789,568			23,077,256			21,324,945			19,572,633			19,734,023
Net loss per share-basic and diluted		$	(0.53)		$	(0.57)		$	(0.62)		$	(0.68)		$	(0.91)
New ConnectM shares(1)			7,147,247			5,394,935			3,642,624			1,890,312			138,000
Rights(2)			920,000			920,000			920,000			920,000			920,000
Founder Shares(3)			2,300,000			2,300,000			2,300,000			2,300,000			2,300,000
Meteora Forward Purchase Agreement(4)			—			40,000			40,000			40,000			1,953,702
New ConnectM shares issued in merger to ConnectM(5)			14,422,321			14,422,321			14,422,321			14,422,321			14,422,321
Shares oustanding			24,789,568			23,077,256			21,324,945			19,572,633			19,734,023

(1)

(2)

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. This reflects the Rights that would be outstanding had the business combination occurred on January 1, 2023.

(3)

All of the Founder Shares will convert into shares of Class A Common Stock at the Closing.

(4)

In connection with the execution of the Merger Agreement, MCAC and 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 MCAC Class A Common Stock, after the date of the Forward Purchase Agreement from holders of MCAC Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of MCAC Class A Common Stock pursuant to the redemption rights set forth in the Current Charter, in connection with the execution of the Merger Agreement, up to a maximum of 6,600,000 shares of MCAC Class A Common Stock. Under the Maximum Redemption Scenario, Meteora would buy 2.0 million shares of MCAC Class A Common Stock of the Combined Company at the Closing Date from the open market, which is subject to a ceiling such that Meteora cannot purchase more than 9.9% of the total Class A Common Stock outstanding. Thus, such shares would be outstanding for the year ended December 31, 2023. Any purchases of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result in less cash available to the Combined Company than if such shares had been redeemed by MCAC. Please see the Forward Purchase Agreement discussed elsewhere in this proxy statement/prospectus.

(5)

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DESCRIPTION OF NEW CONNECTM SECURITIES

The following summary of certain provisions of New ConnectM securities does not purport to be complete and is subject to the Proposed Charter, the Amended Bylaws and the provisions of applicable law, as well as the approval of Proposal 2 and the completion of the Business Combination. Copies of the Proposed Charter and the Amended Bylaws are attached to this proxy statement/prospectus as Annex B and Annex C, respectively. In this section, “we”, “our”, the “Company” or “New ConnectM” generally refers to the Combined Company from and after the Business Combination.

Authorized and Outstanding Capital Stock

The total amount of our authorized capital stock consists of 100,000,000 shares of New ConnectM common stock and 10,000,000 shares of New ConnectM preferred stock. We expect to have approximately 24,789,568 shares of New ConnectM common stock outstanding immediately after the consummation of the Business Combination and related transactions, assuming that none of the outstanding shares of MCAC Class A Common Stock are redeemed in connection with the Business Combination. No shares of New ConnectM Preferred Stock will be issued or outstanding immediately after the Business Combination.

The following summary describes all material provisions of our capital stock. We urge you to read the Proposed Charter and the Amended Bylaws (copies of which are attached to this proxy statement/prospectus as Annex B and Annex C, respectively).

New ConnectM Common Stock

Voting Rights

Each holder of New ConnectM common stock will be entitled to one vote for each share of New ConnectM common stock held of record by such holder on all matters voted upon by our stockholders; provided, however, that, except as otherwise required in the Proposed Charter or by applicable law, the holders of New ConnectM common stock will not be entitled to vote on any amendment to our Proposed Charter that relates solely to the terms of one or more outstanding series of New ConnectM preferred stock if the holders of such affected series are entitled exclusively, either separately or together with the holders of one or more other such series, to vote thereon pursuant to our Proposed Charter (including any certificate of designation relating to any series of New ConnectM preferred stock) or pursuant to the DGCL.

Dividend Rights

Subject to any other provisions of the Proposed Charter, as it may be amended from time to time, holders of shares of New ConnectM common stock will be entitled to receive ratably, in proportion to the number of shares of New ConnectM common stock held by them, such dividends and other distributions in cash, capital stock or property of New ConnectM when, as and if declared thereon by the New ConnectM board of directors from time to time out of assets or funds of New ConnectM legally available therefor.

Rights upon Liquidation

Subject to the rights of holders of New ConnectM preferred stock, in the event of any liquidation, dissolution or winding up of New ConnectM affairs, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of New ConnectM payable upon shares of New ConnectM preferred stock ranking senior to the shares of New ConnectM common stock upon such dissolution, liquidation or winding up, if any, New ConnectM’s remaining net assets will be distributed to the holders of shares of New ConnectM common stock upon such dissolution, liquidation or winding up, pro rata on a per share basis.

Other Rights

No holder of shares of New ConnectM common stock will be entitled to preemptive or subscription rights contained in the Proposed Charter or in the Amended Bylaws. There are no redemption or sinking fund provisions applicable to the New ConnectM common stock. The rights, preferences and privileges of

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holders of the New ConnectM common stock will be subject to those of the holders of any shares of the New ConnectM preferred stock that New ConnectM may issue in the future.

Lock-Up

The holders of shares of New ConnectM common stock issued as consideration pursuant to the Business Combination or to directors, officers and employees of New ConnectM upon settlement or exercise of stock options or other equity awards outstanding as of immediately prior to the closing of the Business Combination (collectively, the “Lock-up Shares”) may not transfer, subject to certain limited exceptions, any Lock-up Shares, and, pursuant to the Sponsor Lock-Up Agreement, the Sponsor may not Transfer, subject to certain limited exceptions, any Sponsor Lock-Up Shares, in each case, until the earlier of (i) 180-days after the Closing, and (ii) the date on which the closing price of New ConnectM’s common stock equals or exceeds $16.50 per share for any 20 trading days within any consecutive 30-trading day period commencing at least 150 days after the Closing Date.

Preferred Stock

The New ConnectM Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated in the resolution or resolutions adopted by the New ConnectM Board providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL. The issuance of New ConnectM preferred stock could have the effect of decreasing the trading price of New ConnectM common stock, restricting dividends on the capital stock of New ConnectM, diluting the voting power of the New ConnectM common stock, impairing the liquidation rights of the capital stock of New ConnectM, or delaying or preventing a change in control of New ConnectM.

Election of Directors and Vacancies

The number of directors of the New ConnectM Board shall be fixed solely and exclusively by resolution duly adopted from time to time by the New ConnectM Board. The New ConnectM Board will be divided into three classes, designated Class I, II and III, with Class I consisting of three (3) directors and first up for re-election in 2025, Class II consisting of one (1) director and first up for re-election in 2026, and Class III consisting of one (1) director and first up for re-election in 2024. Each class of directors will be elected by the New ConnectM stockholders every three years.

Under the Amended Bylaws, at all meetings of stockholders called for the election of directors, a plurality of the votes properly cast will be sufficient to elect such directors to the New ConnectM Board.

Except as the DGCL may otherwise require and subject to the rights, if any, of the holders of any series of New ConnectM preferred stock, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies on the New ConnectM Board, including unfilled vacancies resulting from the removal of directors, may be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum, or by a sole remaining director (and not by stockholders). All directors will hold office until the expiration of their respective terms of office and until their successors will have been elected and qualified. A director elected or appointed to fill a vacancy resulting from the death, resignation, retirement, disqualification or removal of a director or a newly created directorship will serve for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until his or her successor will have been elected and qualified.

Subject to the rights, if any, of any series of New ConnectM preferred stock, any director may be removed from office only with cause and only by the affirmative vote of the holders of at least two-thirds (662∕3%) of the voting power of all then outstanding shares of capital stock of New ConnectM entitled to vote

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generally in the election of directors, voting together as a single class. In case the New ConnectM Board or any one or more directors should be so removed, new directors may be elected at the same time for the unexpired portion of the full term of the director or directors so removed.

In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are empowered to exercise all such powers and do all such acts and things as may be exercised or done by the New ConnectM, subject, nevertheless, to the provisions of the DGCL, the Proposed Charter and to any Amended Bylaws adopted and in effect from time to time; provided, however, that no Bylaw so adopted will invalidate any prior act of the directors which would have been valid if such Bylaw had not been adopted.

Notwithstanding the foregoing provisions, any director elected pursuant to the right, if any, of the holders of New ConnectM preferred stock to elect additional directors under specified circumstances will serve for such term or terms and pursuant to such other provisions as specified in the relevant certificate of designations related to the New ConnectM preferred stock.

Quorum

The holders of shares of outstanding capital stock of New ConnectM representing one-third (33 and 1/3%) of the voting power of all outstanding shares of capital stock and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise required by law or provided by the Proposed Charter. If, however, such quorum will not be present or represented at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum will be present or represented. At such adjourned meeting at which a quorum will be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Anti-takeover Effects of the Proposed Charter and the Amended Bylaws

The Proposed Charter and the Amended Bylaws contain provisions that may delay, defer or discourage another party from acquiring control of New ConnectM. New ConnectM expects that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of New ConnectM to first negotiate with the New ConnectM Board, which we believe may result in an improvement of the terms of any such acquisition in favor of New ConnectM stockholders. However, they also give the New ConnectM Board the power to discourage acquisitions that some stockholders may favor.

Classified Board of directors

As indicated above, the Proposed Charter provides that the New ConnectM’s board of directors will be divided into three classes of directors, with each class of directors being elected by the New ConnectM stockholders every three years. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of the New ConnectM’s board of directors.

Authorized but Unissued Capital Stock

The DGCL does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which would apply if and so long as the New ConnectM common stock (or units or warrants) remains listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of New ConnectM common stock. Additional shares that may be issued in the future may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock may be to enable the New ConnectM Board to issue shares to persons friendly to current management, which issuance could

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render more difficult or discourage an attempt to obtain control of New ConnectM by means of a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of management and possibly deprive stockholders of opportunities to sell their shares of New ConnectM common stock at prices higher than prevailing market prices.

Special Meeting, Action by Written Consent and Advance Notice Requirements for Stockholder Proposals

Unless otherwise required by law, and subject to the rights, if any, of the holders of any series of New ConnectM preferred stock, special meetings of the stockholders of New ConnectM, for any purpose or purposes, may be called only by or at the direction of (i) a majority of the New ConnectM Board, (ii) the Chairman of the New ConnectM Board or (iii) the New ConnectM Chief Executive Officer. Unless otherwise required by law, written notice of a special meeting of stockholders, stating the date and time of the meeting, and the means of remote communication, if any, shall be given to each stockholder entitled to vote at such meeting, not less than 10 or more than 60 days before the date fixed for the meeting. Business transacted at any special meeting of stockholders will be limited to the purposes stated in the notice.

In addition, the Amended Bylaws require advance notice procedures for stockholder proposals to be brought before an annual meeting of the stockholders, including the nomination of directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting or brought before the meeting by or at the direction of the New ConnectM Board, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered a timely written notice in proper form to New ConnectM secretary, of the stockholder’s intention to bring such business before the meeting.

These provisions could have the effect of delaying until the next stockholder meeting any stockholder actions, even if such actions are favored by the holders of a majority of our outstanding voting securities.

Amendment to Charter and Bylaws

The DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage.

The Proposed Charter will provide that the provision regarding removal of a director from the New ConnectM Board, may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least two-thirds (662∕3%) in voting power of all the then outstanding shares of New ConnectM’s stock entitled to vote thereon as a class.

The Amended Bylaws may be amended or repealed (A) by the affirmative vote of a majority of the New ConnectM Board, or (B) without the approval of the affirmative vote of the holders of at least two-thirds (662∕3%) of the outstanding voting stock of New ConnectM entitled to vote generally in an election of directors, voting together as a single class.

Delaware Anti-Takeover Statute

Section 203 of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested stockholder” and may not engage in certain “business combinations” with the corporation for a period of three years from the time such person acquired 15% or more of the corporation’s voting stock, unless:

the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder;

the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans); or

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the merger transaction is approved by the board of directors and at a meeting of stockholders, not by written consent, by the affirmative vote of two-thirds (662∕3%) of the outstanding voting stock which is not owned by the interested stockholder. A Delaware corporation may elect in its certificate of incorporation or bylaws not to be governed by this particular Delaware law.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.

New ConnectM has elected not to be governed by Section 203 of the DGCL. Therefore, the restrictions contained in Section 203 of the DGCL will not apply to New ConnectM.

Limitations on Liability and Indemnification of Officers and Directors

The Proposed Charter limits the liability of the directors of New ConnectM to the fullest extent permitted by the DGCL, and the Amended Bylaws provide that we will indemnify them to the fullest extent permitted by such law. New ConnectM expects to enter into agreements to indemnify their directors, executive officers and other employees as determined by the New ConnectM Board. Under the terms of such indemnification agreements, New ConnectM will be required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the State of Delaware. New ConnectM must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also requires New ConnectM, if so requested, to advance all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by the New ConnectM. Any claims for indemnification by the New ConnectM directors and officers may reduce New ConnectM available funds to satisfy successful third-party claims against New ConnectM and may reduce the amount of money available to New ConnectM.

Exclusive Jurisdiction of Certain Actions

The Proposed Charter requires, to the fullest extent permitted by law, unless New ConnectM consents in writing to the selection of an alternative forum, that derivative actions brought on behalf of New ConnectM, actions against any director, officer or stockholder of New ConnectM for breach of fiduciary duty, actions asserting a claim arising pursuant to any provision of the DGCL or the Proposed Charter or the Amended Bylaws, and actions asserting a claim against New ConnectM governed by the internal affairs doctrine may be brought only in the Court of Chancery of the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to the personal jurisdiction of the state and federal courts in the State of Delaware and service of process on such stockholder’s counsel. Although we believe this provision benefits New ConnectM by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such Securities Act claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Proposed Charter requires that, unless New ConnectM consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act and, if brought in a court other than the federal district courts of the United States of America, the stockholder bringing the suit will be deemed to have consented to the personal jurisdiction of the federal district courts of the United States of America and service of process on such stockholder’s counsel.

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However, there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. Notwithstanding the foregoing, this forum selection provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Warrants

Public Warrants

There are currently outstanding an aggregate of 9,200,000 MCAC Public Warrants, which, following the Closing, will entitle the holder to acquire shares of New ConnectM common stock. Each whole warrant will entitle the registered holder to purchase one whole share of New ConnectM common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 month-anniversary of the closing of the IPO (May 13, 2022) or 30 days after the completion of the Business Combination. Pursuant to the warrant agreement, dated May 10, 2022, as amended, by and between MCAC and Continental as warrant agent (the “Warrant Agreement”), a warrant holder may exercise its warrants only for a whole number of shares of New ConnectM common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units, and only whole warrants will trade. The public warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any shares of New ConnectM common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of New ConnectM common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of New ConnectM common stock upon exercise of a warrant unless New ConnectM 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 conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of New ConnectM common stock underlying such unit.

We are not registering the shares of New ConnectM common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the shares of New ConnectM common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of New ConnectM common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of New ConnectM common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the foregoing, if a registration statement covering the New ConnectM common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities

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Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, we may call the warrants for redemption:

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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 New ConnectM common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, right 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 and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the New ConnectM common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.

If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of New ConnectM common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of New ConnectM common stock equal to the quotient obtained by dividing (x) the product of the number of shares of New ConnectM 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 New ConnectM 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. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of New ConnectM common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination.

In the event we determine to redeem the warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that we elect to redeem all of the redeemable warrants as described above, we will fix a date for the redemption (the “Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. Accordingly, if a holder fails to actually receive the notice of or otherwise fails to respond on a timely basis, it could lose the benefit of being a holder of a Public Warrant.

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In addition, beneficial owners of the redeemable warrants will be notified of such redemption via New ConnectM’s posting of the redemption notice to DTC.

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of New ConnectM common stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of New ConnectM common stock is increased by a stock dividend payable in shares of New ConnectM common stock, or by a split-up of shares of New ConnectM common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of New ConnectM common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of New ConnectM common stock. A rights offering to holders of New ConnectM common stock entitling holders to purchase shares of New ConnectM common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of New ConnectM common stock equal to the product of (i) the number of shares of New ConnectM common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for New ConnectM common stock) and (ii) one (1) minus the quotient of (x) the price per share of New ConnectM common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for New ConnectM common stock, in determining the price payable for New ConnectM common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of New ConnectM common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of New ConnectM common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of New ConnectM common stock on account of such shares of New ConnectM common stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of New ConnectM common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of New ConnectM common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of New ConnectM common stock if we do not complete our initial business combination within 24 months, or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of New ConnectM common stock in respect of such event.

If the number of outstanding shares of New ConnectM common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of New ConnectM common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of New ConnectM common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of New ConnectM common stock.

Whenever the number of shares of New ConnectM common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of New ConnectM common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of New ConnectM common stock so purchasable immediately thereafter.

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In case of any reclassification or reorganization of the outstanding shares of New ConnectM common stock (other than those described above or that solely affects the par value of such shares of New ConnectM common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of New ConnectM common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of the New ConnectM common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.

The warrants will be issued in registered form under the Warrant Agreement. You should review a copy of the Warrant Agreement, which was filed as an exhibit to MCAC’s registration statement in connection with the IPO, for a complete description of the terms and conditions applicable to the warrants. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the Warrant Agreement to the description of the terms of the warrants and the Warrant Agreement set forth in this proxy statement/prospectus, or defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.

In addition, if (x) we issue additional shares of New ConnectM common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a newly issued price of less than $9.20 per share of New ConnectM common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our 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 our initial business combination on the date of the consummation of our 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 above 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 may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of New ConnectM common stock and any voting rights until they exercise their warrants and receive shares of New ConnectM common stock. After the issuance of shares of New ConnectM common stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

Placement Warrants

There are currently 3,040,000 MCAC Private Placement Warrants outstanding. The MCAC Private Placement Warrants (including the New ConnectM common stock issuable upon exercise of the MCAC Private Placement Warrants) are generally not transferable, assignable or salable until 30 days after the Closing, and they are not redeemable by us so long as they are held by our Sponsor or its permitted transferees.

In addition, holders of our placement warrants are entitled to certain registration rights. In order to fund working capital deficiencies and finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but

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are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. Except as described below, the private placement warrants have terms and provisions that are identical to those of the public warrants described above, including as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders other than our Sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the public warrants described above.

Rights

There are currently outstanding an aggregate of 9,200,000 MCAC Rights entitling the holder thereof to receive one-tenth (1/10) of one share of MCAC Class A Common Stock pursuant to, and subject to adjustments as provided by the terms of the Rights Agreement, dated May 10, 2022, by and between MCAC and Continental as rights agent (the “Rights Agreement”), which, following the Closing, will be exchanged for one share of New ConnectM common stock.

Transfer Agent and Registrar

The transfer agent for New ConnectM common stock and warrant agent for the New ConnectM public warrants and private placement warrants will be Continental Stock Transfer & Trust Company.

Listing of Common Stock

Application has been made for the shares of New ConnectM common stock and public warrants to be approved for listing on the Nasdaq Capital Market under the symbols “CNTM” and “CNTMW”, respectively.

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SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business-combination related shell companies) or issuers that have been at any time previously a shell company until following conditions are met:

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the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials) other than Form 8-K reports; and

•

at least one year has elapsed from the time that the issuer filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, MCAC’s initial stockholders will be able to sell their founder shares and placement shares, as applicable, pursuant to Rule 144 without registration one year after MCAC has completed the Business Combination.

Following the Closing, the New ConnectM will no longer be a shell company, and so, once the conditions listed above are satisfied, Rule 144 will become available for the resale of the above-noted restricted securities.

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COMPARISON OF RIGHTS OF STOCKHOLDERS

General

MCAC is incorporated under the laws of the State of Delaware, and the rights of MCAC stockholders are governed by the laws of the State of Delaware, including the DGCL, the Current Charter and MCAC’s bylaws. As a result of the Business Combination, MCAC stockholders who receive shares of the Combined Company’s Class A common stock will become stockholders of the Combined Company. The Combined Company will be incorporated under the laws of the State of Delaware, and the rights of the Combined Company’s stockholders will be governed by the laws of the State of Delaware, including the DGCL, the Proposed Charter and the Combined Company’s bylaws. Thus, following the Business Combination, the rights of MCAC stockholders who become the Combined Company’s stockholders pursuant to the Business Combination will continue to be governed by Delaware law but will no longer be governed by the Current Charter and MCAC’s bylaws and instead will be governed by the Proposed Charter and the bylaws of the Combined Company.

Comparison of Stockholders’ Rights

Set forth below is a summary comparison of material differences between the rights of MCAC stockholders under the Current Charter and MCAC’s bylaws (left column), and the rights of the Combined Company’s stockholders under forms of the Proposed Charter and Combined Company’s bylaws (right column). The summary set forth below is not intended to be complete or to provide a comprehensive discussion of each company’s governing documents. This summary is qualified in its entirety by reference to the full text of the Current Charter and MCAC’s bylaws, and the forms of the Proposed Charter and the Combined Company’s bylaws, as well as the relevant provisions of the DGCL.

MCAC			New ConnectM
Authorized Capital Stock
MCAC is currently authorized to issue 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock, including (i) 100,000,000 shares of Class A Common Stock, and (ii) 10,000,000 shares of Class B Common Stock, and (b) 1,000,000 shares of preferred stock.			Under the Proposed Charter, ConnectM will be authorized to issue 110,000,000 shares, consisting of (a) 100,000,000 shares of common stock, and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share. At the Effective Time, each share of MCAC’s Class A Common Stock and MCAC Class B Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time will be reclassified as and converted into one share of common stock, par value $0.0001 per share. Any stock certificate or book entry representing shares of MCAC’s Class A Common Stock and Class B Common Stock will thereafter represent a number of whole shares of common stock into which such shares of MCAC’s Class A Common Stock and Class B Common Stock shall have been reclassified. Upon consummation of the Business Combination, we expect there will be 26,490,606 shares of New ConnectM Common Stock (assuming no redemptions) outstanding. Following consummation of the Business Combination, New ConnectM is not expected to have any preferred stock outstanding.

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MCAC			New ConnectM
Rights of Preferred Stock
The MCAC Board is hereby expressly authorized to provide out of the unissued shares of the preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL.			The New ConnectM board is hereby expressly authorized to provide out of the unissued shares of the preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL.
Number and Qualification of Directors
The number of directors of MCAC, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by the MCAC Board pursuant to a resolution adopted by a majority of the MCAC Board.			Under the Proposed Charter, the number of directors, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by the New ConnectM board of directors pursuant to a resolution adopted by a majority of the New ConnectM board of directors.
Classification of the Board of Directors
The Current Charter provides that the Board will be initially divided into two classes (Class I and Class II) with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term.			The Proposed Charter provides that New ConnectM’s board of directors will be initially divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms.
Election of Directors
At MCAC’s annual meeting, stockholders elect directors to hold office until the next annual meeting, or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal. The election of directors is determined by a plurality of the votes cast at an annual meeting of stockholders by holders of MCAC’s Common Stock.			The stockholders shall elect directors, each of whom will hold office until his or her successor is duly elected or qualified at the annual meeting for the year in which his or her term expires, or until his or her earlier death, resignation, retirement, disqualification or removal. The election of directors is determined by a plurality of the votes cast at an annual meeting of stockholders by holders of New ConnectM’s Common Stock.

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MCAC			New ConnectM
Removal of Directors
Subject to the rights of the holders of any series of preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of MCAC entitled to vote generally in the election of directors, voting together as a single class.			Subject to the special rights of the holders of one or more outstanding series of preferred stock, the New ConnectM board of directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (662∕3%) of the voting power of all the then outstanding shares of voting stock entitled to vote at an election of directors.
Voting
Except as otherwise required by law or the Current Charter, holders of the MCAC Common Stock possess all voting power with respect to MCAC. The holders of shares of MCAC Common Stock shall be entitled to one vote for each such share on each matter properly submitted to MCAC’s stockholders on which the holders of shares of MCAC Common Stock are entitled to vote. Except as otherwise required by applicable law, or the Current Charter, at any annual or special meeting of the stockholders, holders of MCAC Class A Common Stock and MCAC Class B Common Stock voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. However holders of shares of any series of common stock are not entitled to vote on any amendment to the Current Charter that relates solely to the terms of one or more outstanding series of MCAC preferred stock if the holders of such affected series of MCAC preferred stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or applicable law.			Holders of New ConnectM Common Stock will be entitled to one vote for each share on each matter submitted to a vote of stockholders; provided that, except as otherwise required by applicable law, holders of New ConnectM Common Stock will not be entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of one or more outstanding series of New ConnectM Preferred Stock, if the holders of such affected series of New ConnectM Preferred Stock are exclusively entitled to vote thereon pursuant to the Proposed Charter or applicable law.
Cumulative Voting
Delaware law allows for cumulative voting only if provided for in a corporation’s certificate of incorporation; however, the Current Charter does not authorize cumulative voting.			Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting.
Vacancies on the Board of Directors
Subject to the rights of the holders of any series of preferred stock, newly created directorships resulting from an increase in the number of directors and any vacancies on the board resulting from death, resignation, retirement, disqualification, removal or other cause are filled by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director.			The Proposed Charter provides that any vacancy on the board of directors, including a vacancy resulting from an enlargement of the board, may be filled only by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (other than any directors elected by the separate vote of one or more outstanding series of preferred stock). Stockholders cannot fill vacancies on the board of directors.

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MCAC			New ConnectM
Any director so chosen will hold office for the remainder of the full term and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
Special Meeting of the Board of Directors
Special meetings of the MCAC Board may be called by the Chairman of the Board, Chief Executive Officer, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be.			Special meetings of the board of directors may be called by the Chairman of the board, Chief Executive Officer, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be.
Stockholder Action by Written Consent
Under the Current Charter, any action required or permitted to be taken by the stockholders of MCAC must be effected by a duly called annual or special meeting and may not be effected by written consent of the stockholders other than with respect to Class B Common Stock, with respect to which action may be taken by written consent. There is no provision in MCAC’s bylaws which allows for stockholder action without a duly called annual or special meeting.			Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New ConnectM must be effected at an annual or special meeting of the stockholders and may not be effected by written consent; provided, however, any action required or permitted to be taken by the holders of any series of preferred stock may be effected by written consent to the extent expressly so provided by the applicable certificate of designation relating to such series of preferred stock, if such written consent is signed by the holders of outstanding shares of the relevant series of preferred stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Amendment to Certificate of Incorporation
Pursuant to Delaware law, an amendment to the charter generally requires the approval of the Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. Article IX of the Current Charter relating to Business Combination requirements may not be amended prior to the consummation of MCAC’s initial Business Combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of MCAC Common Stock.			The Proposed Charter will provide that the Proposed Charter may be amended in accordance with the DGCL.
Amendment of the Bylaws
The MCAC Board is expressly authorized to adopt, alter, amend or repeal the amended and restated bylaws by the affirmative vote of a majority of the MCAC Board. The bylaws may also be adopted, amended, altered or repealed by the MCAC stockholders representing at least 66.7% of the voting power of all outstanding shares of capital stock of MCAC.			Under the Proposed Charter, the New ConnectM board of directors is expressly authorized to adopt, alter, amend or repeal the amended bylaws of in accordance with the DGCL; provided that, in addition to any vote required by the DGCL, the adoption, amendment or repeal of the bylaws of the Combined Company by New ConnectM stockholders will require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the

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MCAC			New ConnectM
			voting power of all of the then outstanding shares of capital stock of New ConnectM entitled to vote generally in an election of directors voting together as a single class.
Quorum
Board of Directors. A majority of the MCAC Board constitutes a quorum at any meeting of the MCAC Board. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum; except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum.			Board of Directors. A majority of New ConnectM board of directors constitutes a quorum at any meeting of New ConnectM board of directors. Stockholders. The presence, in person or by proxy, of the holders of shares of outstanding capital stock of New ConnectM representing one-third (33 and 1/3%) of the voting power of all outstanding shares of capital stock of New ConnectM entitled to vote at such meeting shall constitute a quorum.
Interested Directors
MCAC renounces any expectancy that any of the MCAC directors or officers will offer any corporate opportunity in which he or she may become aware to MCAC, except with respect to any of the directors or officers of MCAC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of MCAC and (i) such opportunity is one that MCAC is legally and contractually permitted to undertake and would otherwise be reasonable for MCAC to pursue and (ii) to the extent the director or officer is permitted to refer that opportunity to MCAC without violating another legal obligation.			New ConnectM renounces any expectancy that any of the New ConnectM directors or officers will offer any corporate opportunity in which he or she may become aware to New ConnectM, except with respect to any of the directors or officers of New ConnectM with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of New ConnectM and (i) such opportunity is one that New ConnectM is legally and contractually permitted to undertake and would otherwise be reasonable for New ConnectM to pursue and (ii) to the extent the director or officer is permitted to refer that opportunity to New ConnectM without violating another legal obligation.
Special Stockholder Meeting
The MCAC bylaws provide that a special meeting of stockholders may be called by the Chairman of the Board, the Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person.			Subject to the special rights of the holders of any outstanding series of preferred stock, special meetings of the stockholders of New ConnectM may be called only by the Chairman of the board, the Chief Executive Officer of New ConnectM, or the board of directors pursuant to a resolution adopted by a majority of the board of directors, and the ability of the stockholders of New ConnectM to call a special meeting is hereby specifically denied.
Notice of Stockholder Meeting
Written notice stating the place, if any, date and time of each meeting of MCAC’s stockholders, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to			Written notice stating the place, if any, date and time of each meeting of New ConnectM’s stockholders, the means of remote communication, if any, by which stockholders and proxy holders

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MCAC			New ConnectM
be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than 10 nor more than 60 days before the date of the meeting, unless otherwise required by Delaware law. Whenever notice is required to be given to any MCAC stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL.			may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than 10 nor more than 60 days before the date of the meeting, unless otherwise required by Delaware law. Whenever notice is required to be given to any New ConnectM stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL.
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
No business may be transacted at an annual meeting of MCAC stockholders, other than business that is either (i) specified in MCAC’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the MCAC Board or (iii) otherwise properly brought before the annual meeting by any MCAC stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in the MCAC bylaws. The MCAC stockholder must (i) give timely notice thereof in proper written form to the Secretary, and (ii) the business must be a proper matter for stockholder action. To be timely, an MCAC stockholder’s notice must be received by the Secretary at the principal executive offices of MCAC not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting, is first made by MCAC. The public announcement of an adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice.			No business may be transacted at an annual meeting of New ConnectM stockholders, other than business that is either (i) specified in New ConnectM’s notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (ii) otherwise properly brought before the annual meeting by or at the direction of the New ConnectM board of directors or (iii) otherwise properly brought before the annual meeting by any New ConnectM stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in the New ConnectM bylaws. The New ConnectM stockholder must (i) give timely notice thereof in proper written form to the Secretary, and (ii) the business must be a proper matter for stockholder action. To be timely, a New ConnectM stockholder’s notice must be received by the Secretary at the principal executive offices of New ConnectM not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting, is first made by New ConnectM. The public announcement of an adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice.

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MCAC			New ConnectM
Stockholder Nominations of Persons for Election as Directors
Nominations of persons for election to the MCAC Board may be made (i) by or at the direction of the Board, or (ii) by any stockholder of MCAC who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who gives proper notice. To give timely notice, a stockholder’s notice must be given in proper writing to the Secretary of MCAC at the principal executive offices of MCAC either (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders (in most cases) and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made.			Nominations of persons for election to the New ConnectM Board may be made (i) by or at the direction of the Board, or (ii) by any stockholder of New ConnectM who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who gives proper notice. To give timely notice, a stockholder’s notice must be given in proper writing to the Secretary of New ConnectM at the principal executive offices of New ConnectM either (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders (in most cases) and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made.
Limitation of Liability of Directors and Officers
The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable to MCAC or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent an exemption from liability or limitation is not permitted under the DGCL, as the same exists or may hereafter be amended unless they violated their duty of loyalty to MCAC or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors.			The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Proposed Charter provides that no director or officer will be personally liable to New ConnectM or its stockholders for monetary damages for breach of fiduciary duty as a director.
Indemnification of Directors, Officers, Employees and Agents
The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory			The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory

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MCAC			New ConnectM
provisions governing indemnity. The Current Charter provides that MCAC will indemnify each director, officer, employee and agent to the fullest extent permitted by the DGCL.			provisions governing indemnity. The Proposed Charter provides that New ConnectM may indemnify each director, officer, employee and agent to the fullest extent permitted by the DGCL.
Dividends
Unless further restricted in a company’s certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law and the rights, if any, of outstanding shares of preferred stock, the holders of shares of MCAC Common Stock will be entitled to receive dividends and other distributions (payable in cash, property, or capital stock of MCAC) when, as, and if declared by the Board from time to time out of any assets or funds of MCAC legally available thereof, and shall share equally on a per share basis in such dividends and distributions.			Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Proposed Charter provides that subject to applicable law, and the rights, if any, of outstanding shares of preferred stock, the holders of shares of common stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of New ConnectM) when, as and if declared thereon by the Board from time to time out of any assets or funds of New ConnectM legally available therefor and shall share equally on a per share basis in such dividends and distributions.
Liquidation
Subject to applicable law and the rights, if any, of the holders of any outstanding shares of preferred stock, the Current Charter provides that following the payment or provision for payment of the debts and other liabilities of MCAC in the event of an voluntary or involuntary liquidation, dissolution, or winding up of MCAC, the holders of shares of MCAC Common Stock shall be entitled to receive all the remaining assets of MCAC available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B Common Stock) common stock held by them.			Subject to applicable law and the rights, if any, of the holders of any outstanding shares of preferred stock, the Proposed Charter provides that following the payment or provision for payment of the debts and other liabilities of New ConnectM in the event of an voluntary or involuntary liquidation, dissolution, or winding up of New ConnectM, the holders of shares of New ConnectM Common Stock shall be entitled to receive all the remaining assets of New ConnectM available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them.

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MCAC			New ConnectM
Supermajority Voting Provisions
Article IX of the Current Charter relating to the business combination requirements may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of MCAC Common Stock.			Under the Proposed Charter, in addition to any vote required by DGCL, the adoption, amendment or repeal of the bylaws by New ConnectM stockholders will require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of capital stock of New ConnectM entitled to vote generally in an election of directors voting together as a single class. Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law, any director or the entire New ConnectM board of directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of capital stock of New ConnectM entitled to vote generally in the election of directors, voting together as a single class.
Anti-Takeover Provisions and Other Stockholder Protections
The anti-takeover provisions and other stockholder protections in the Current Charter include the ability of the Board to designate the terms of and issue new series of preferred shares. Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of MCAC voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions.			The anti-takeover provisions and other stockholder protections in the Proposed Charter include the ability of the Board to designate the terms of and issue new series of preferred shares. Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of a company’s voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. The Proposed Charter expressly elects not to be governed by Section 203 of the DGCL.
Preemptive Rights
There are no preemptive rights relating to the MCAC Common Stock.			There are no preemptive rights relating to the shares of New ConnectM Common Stock.
Fiduciary Duties of Directors
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters			Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of a board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters

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MCAC			New ConnectM
such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information. The MCAC Board may exercise all such powers of MCAC and do all such lawful acts and things as may be exercised or done, subject to the provisions of the DGCL, the Current Charter or MCAC’s bylaws adopted by stockholders.			such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information. The New ConnectM board of directors may exercise all such powers of New ConnectM and do all such lawful acts and things as may be exercised or done, subject to the provisions of the DGCL, the Proposed Charter or the amended bylaws adopted by stockholders.
Inspection of Books and Records
Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. MCAC’s bylaws permit MCAC’s books and records to be kept within or outside Delaware at such place or places as may from time to time be designated by the Board.			Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. The New ConnectM bylaws permit New ConnectM’s books and records to be kept within or outside Delaware at such place or places as may from time to time be designated by the Board
Choice of Forum
The Current Charter consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative proceeding brought on behalf of MCAC, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of MCAC to MCAC or MCAC’s stockholders, (iii) any action asserting a claim against MCAC, its directors, officers or employees arising pursuant to any provision of the DGCL or the Current Charter or the bylaws, or (iv) any action asserting a claim against MCAC, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten			Unless New ConnectM consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative proceeding brought on behalf of New ConnectM, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New ConnectM to New ConnectM or New ConnectM’s stockholders, (iii) any action asserting a claim against New ConnectM, its directors, officers or employees arising pursuant to any provision of the DGCL or this Proposed Charter or the bylaws, or (iv) any action asserting a claim against New ConnectM, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal

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MCAC			New ConnectM
days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, this forum selection provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction, and (ii) unless MCAC consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, as amended, or the rules and regulations promulgated thereunder. If any action the subject matter of which is within the scope of clause of the immediately preceding sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder.			jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, this forum selection provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction, and (ii) unless New ConnectM consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, as amended, or the rules and regulations promulgated thereunder. If any action the subject matter of which is within the scope of clause of the immediately preceding sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of shares of MCAC’s Common Stock as of May 9, 2024 prior to the consummation of the Business Combination and immediately after the consummation of the Business Combination by:

•

each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) known by MCAC to be the beneficial owner of more than 5% of the shares of MCAC’s Common Stock as of May 9, 2024 (pre-Business Combination) or of shares of common stock upon the consummation of the Business Combination;

•

each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) known by ConnectM to be the beneficial owner of more than 5% of the shares of ConnectM’s Common Stock as of May 9, 2024 (pre-Business Combination) or of shares of common stock upon the consummation of the Business Combination;

•

each of MCAC’s executive officers and directors (pre-Business Combination);

•

each person who will become an executive officer or director of New ConnectM upon the consummation of the Business Combination;

•

all of MCAC’s current executive officers and directors as a group (pre-Business Combination);

•

each of ConnectM’s executive officers and directors (pre-Business Combination); and

•

all executive officers and directors of New ConnectM as a group upon the consummation of the Business Combination.

The beneficial ownership of MCAC Common Stock pre-Business Combination is based on 9,447,247 shares of MCAC Common Stock outstanding, which included 7,147,247 shares of MCAC Class A Common Stock outstanding and 2,300,000 shares of MCAC Class B Common Stock outstanding as of May 9, 2024.

The expected beneficial ownership of shares of New ConnectM common stock immediately following the consummation of the Business Combination assumes two scenarios:

•

a “no redemption” scenario where no shares of MCAC Common Stock are redeemed in connection with the Business Combination; and

•

a “maximum redemption” scenario where 7,009,247 shares of MCAC Class A Common Stock are redeemed in connection with the Business Combination and 228,878 shares of Class A Common Stock which were redeemed in connection with the special meeting of stockholders on May 7, 2024 (see the section titled “Summary Unaudited Pro Forma Condensed Combined Financial Data of MCAC and ConnectM” for a description of how the maximum redemptions shares were calculated).

Based on the foregoing assumptions, we estimate that there would be 24,789,568 shares of New ConnectM common stock issued and outstanding immediately following the consummation of the Business Combination in the “no redemption” scenario, and 19,734,023 shares of New ConnectM common stock issued and outstanding immediately following the consummation of the Business Combination in the “maximum redemption” scenario. The following table also does not reflect any purchases or non-redemptions of MCAC Common Stock pursuant to the Forward Purchase Agreement. If the actual facts are different from the foregoing assumptions, ownership figures in the combined company and the columns under Post- Business Combination in the table that follows will be different.

Unless otherwise indicated, MCAC believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

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	Pre-Business Combination				Post-Business Combination
	Number of Shares				Assuming No Redemption				Assuming Maximum Redemption
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		% of Class		Number of Shares		% of Class		Number of Shares		% of Class
Directors and Executive Officers of MCAC Before the Business Combination
Bala Padmakumar(2)		1,625,000		17.2		4,665,000		16.8		4,665,000		20.5
Vivek Soni		0		0		0		0		0		0
Daniel Davis		0		0		0		0		0		0
Leela Gray		25,000		*		25,000		*		25,000		*
Kathy Cuocolo		25,000		*		25,000		*		25,000		*
Stephen Markscheid		25,000		*		25,000		*		25,000		*
All directors and executive officers of MCAC prior to the business combinations as a group (six individuals)		1,700,000		18.0		4,740,000		17.0		4,740,000		20.8
Five Percent Holders of MCAC Before the Business Combination
Persons and entities affiliated with Monterrey Acquisition Sponsor, LLC(2)		1,625,000		17.2		4,665,000		16.8		4,665,000		20.5
Entities affiliated with Yakira Partners, L.P.(3)		721,800		7.6		721,800		2.9		721,800		3.7
Entities and persons affiliated with Wolverine Asset Management, LLC(4)		579,668		6.1		579,668		2.3		579,668		2.9
Periscope Capital Inc.(5)		500,000		5.3		500,000		2.0		500,000		2.5
Persons affiliated with ATW SPAC Management LLC(6)		644,000		6.8		644,000		2.6		644,000		3.3
Mizuho Financial Group, Inc.(7)		549,984		5.8		549,984		2.2		549,984		2.8
Entities affiliated with Lighthouse Investment Partners, LLC(8)		638,400		6.8		638,400		2.6		638,400		3.2
Entities affiliated with Glazer Capital, LLC(9)		684,505		7.2		684,505		2.8		684,505		3.5
Directors and Executive Officers of ConnectM Before the Business Combination
Bhaskar Panigrahi(10)		0		0		3,977,288		16.0		3,977,288		20.2
Girish Subramanya		0		0		432,770		1.7		432,770		2.2
Kevin Stateham(11)		0		0		24,967		*		24,967		*
Mahesh Choudhury(12)		0		0		77,798		*		77,798		*
All directors and executive officers of ConnectM prior to the business combination as a group (four individuals)		0		0		4,512,823		18.1		4,512,823		22.7
Five Percent Holders of ConnectM Before the Business Combination
Bhaskar Panigrahi(10)		0		0		3,977,288		16.0		3,977,288		20.2
Win-Light Capital, Co.		0		0		1,999,723		8.1		1,999,723		10.1
Directors and Executive Officers of New ConnectM following the Business Combination
Bala Padmakumar(2)		1,625,000		17.2		4,665,000		16.8		4,665,000		20.5
Bhaskar Panigrahi(10)		0		0		3,977,288		16.0		3,977,288		20.2
Girish Subramanya		0		0		432,770		1.7		432,770		2.2

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	Pre-Business Combination				Post-Business Combination
	Number of Shares				Assuming No Redemption				Assuming Maximum Redemption
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		% of Class		Number of Shares		% of Class		Number of Shares		% of Class
Kevin Stateham(11)		0		0		24,967		*		24,967		*
Mahesh Choudhury(12)		0		0		77,798		*		77,798		*
Gautam Barua		0		0		—		*		—		*
Kathy Cuocolo		25,000		*		25,000		*		25,000		*
Stephen Markscheid		25,000		*		25,000		*		25,000		*
All directors and executive officers of New ConnectM following the Business Combination as a group (eight individuals)		1,675,000		17.7		9,227,823		33.0		9,227,823		40.3
Five Percent Holders of New ConnectM following the Business Combination:
Bhaskar Panigrahi(10)		0		0		3,977,288		16.0		3,977,288		20.2
Win-Light Capital, Co.		0		0		1,999,723		8.1		1,999,723		10.1
Persons and entities affiliated with Monterrey Acquisition Sponsor, LLC(2)		1,625,000		17.2		4,665,000		16.8		4,665,000		20.5
Entities affiliated with Meteora Special Opportunity Fund(13)		60,000		*		60,000		*		1,953,702		9.9

Less than 1%

(1)

Unless otherwise noted, the business address of each of the following individuals is c/o Monterey Capital Acquisition Corporation, 419 Webster Street, Monterey, CA 93940.

(2)

Monterrey Acquisition Sponsor, LLC, the Sponsor, is the record holder of the securities reported herein. Bala Padmakumar is the managing member of the Sponsor. Mr. Padmakumar shares voting and dispositive power over the founder shares held by the Sponsor and may be deemed to beneficially own such shares. Bala Padmakumar, Daniel Davis, and Vivek Soni are each members of the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The post-business combination shares includes 3,040,000 shares issuable pursuant to warrants that will be exercisable following the business combination.

(3)

According to the Schedule 13G/A filed with the SEC on January 26, 2024, the shares reported herein are held by Yakira Partners, L.P. (“Yakira Partners”), Yakira Enhanced Offshore Fund Ltd. (“YEOF”), and MAP 136 Segregated Portfolio (“MAP 136”). Yakira Partners has sole voting and dispositive power over 78,800 shares, YEOF has sole voting and dispositive power over 4,600 shares, and MAP 136 has sole voting and dispositive power over 638,400 shares. The business address of the holders is 1555 Post Road East, Suite 202, Westport, CT 06880.

(4)

According to the Schedule 13G filed with the SEC on February 8, 2024, Wolverine Asset Management, LLC (“WAM”) is an investment adviser and has voting and disposition power over the shares held. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc., the general partner of Wolverine Holdings. The business address of the holders is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

(5)

According to the Schedule 13G filed with the SEC on February 9, 2024, Periscope Capital Inc. (“Periscope”) is the beneficial owner of 257,500 shares of common stock, acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds (each, a “Periscope

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Fund”) that collectively directly own 242,500 shares of common stock. The business address of the holders is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.

(6)

According to the Schedule 13G/A filed with the SEC on February 13, 2024, the shares reported herein are held by (1) one or more private funds managed by ATW SPAC Management LLC, a Delaware limited liability company (the “Adviser”), which has been delegated exclusive authority to vote and/or direct the disposition of such Shares held by sub-accounts of one or more pooled investment vehicles managed by a Delaware limited liability company and (2) a private fund managed by an affiliate of the Adviser. Antonio Ruiz-Gimenez and Kerry Propper are managing members of the Adviser and its affiliate. The business address of the record holder is 17 State Street, Suite 2130, New York, NY 10004.

(7)

According to the Schedule 13G filed with the SEC on February 13, 2024, Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary. The business address of the record holder is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan.

(8)

According to a Schedule 13G/A filed with the SEC on February 14, 2024, Lighthouse Investment Partners, LLC (“Lighthouse”) serves as the investment manager of MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”), MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”), and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (“Shaolin”), each a beneficial owner of the shares reported herein. Because Lighthouse may be deemed to control MAP 136, MAP 214, and Shaolin, as applicable, Lighthouse may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the shares reported herein. The business address of the record holder is 3801 PGA Boulevard, Suite 604, Palm Beach Gardens, FL 33410.

(9)

According to a Schedule 13G filed with the SEC on February 14, 2024, Glazer Capital, LLC (“Glazer Capital”) and Paul J. Glazer, who serves as the managing member of Glazer Capital, have shared voting and dispositive power with respect to the shares of common stock held by certain funds and managed accounts to which Glazer Capital serves as an investment manager (collectively, the “Glazer Funds”). The address for the Glazer Funds and Paul J. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

(10)

Consists of (i) 3,593,921 shares held by Avanti Holdings LLC, (ii) 255,234 shares held by Mr. Panigrahi and (iii) 128,133 shares held by Southwood Partners LP. Mr. Panigrahi is a controlling equityholder of Avanti Holdings LLC and Southwood Partners LP. Therefore, Mr. Panigrahi may be deemed to have voting power and dispositive power over the shares held by Avanti Holdings LLC and Southwood Partners LP.

(11)

Consists of 24,967 shares issuable pursuant to stock options exercisable within 60 days of May 9, 2024.

(12)

Consists of 77,798 shares issuable pursuant to stock options exercisable within 60 days of May 9, 2024.

(13)

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MANAGEMENT AFTER THE MERGER

Information about Directors Expected to be Appointed to the Board Upon the Closing of the Merger

Upon consummation of the Business Combination, the Combined Company’s board of directors will be comprised of five (5) members. Each of our incumbent directors, with the exception of Bala Padmakumar, Stephen Markscheid and Kathy Cuocolo, will resign from the Board upon Closing.

Executive Officers and Directors

The following persons are anticipated to be the executive officers and directors of the Combined Company:

Name	Age	Position
Executive Officers
Bhaskar Panigrahi	55	Chairman of the Board and Chief Executive Officer
Bala Padmakumar	63	Vice-Chairman of the Board, Corporate Development
Daniel Davis	58	Interim Chief Financial Officer
Girish Subramanya	48	Chief Technology Officer
Vivek Soni	65	Chairman of Advisory Board, Business Development and Partnerships
Mahesh Choudhury	54	Vice President, US Operations
Kevin Stateham	54	Vice President, Sales and Corporate Development
Non-Employee Directors
Kathy Cuocolo(1)(2)(3)	72	Director
Stephen Markscheid(1)(2)(3)	70	Director
Gautam Barua(1)(2)(3)	52	Director

(1)

Member of the Audit Committee

(2)

Member of the Compensation Committee

(3)

Member of the Nominating and Corporate Governance Committee

Executive Officers

Bhaskar Panigrahi is a nominee for the Combined Company’s board of directors and serves as the Chairman of ConnectM and has been Chief Executive Officer of ConnectM since November 2015. Mr. Panigrahi has a rich experience of more than 25 years as a serial entrepreneur and investor. Mr. Panigrahi has an extensive experience in setting up, building, formulating corporate strategy and direction for various successful organizations. Mr. Panigrahi is also an investor in, and board member of, CCI Energy/Fairhaven Wind, Sure Ventures, BluStream Corp, and Blue Cloud Ventures. Prior to ConnectM, Mr. Panigrahi was Chairman and co-founder of Cambridge Energy Holdings from 2008 to 2016, and led the launching and building of multiple clean energy ventures including Cambridge Energy Resources (ultra-thin silicon wafers), Cambridge Clean Energy (replacing diesel with Solar and Battery in telecom towers in emerging economy), CCI Energy (community wind and solar projects under long term PPAs), EMX Control (light-weight controllers for renewable installations), and others. Prior to Cambridge Energy Holdings, Mr. Panigrahi was co-founder and chairman of Cambridge Technology Enterprises from 2004 to 2010, a global business and technology Services company where Mr. Panigrahi led a successful initial public offering on both Bombay and National Stock Exchange in India. Under his leadership, Cambridge Technology grew at 100% compound annual growth rate. Prior to Cambridge Technology Enterprises, Mr. Panigrahi served as Chief Executive Officer of CellExchange from 2002 to 2005, which acts as an enterprise systems developer to government enterprises and was named a Washington Technology Fast 50 company. Mr. Panigrahi also served as the Chief Executive Officer of Unique Computing Solutions and e-Solutions Integrator from 2000 to 2002, an internet technology and services firm. Unique Computing Solutions was named twice on Inc.

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500 List of fastest growing private companies, Deloitte Regional Fast 50 and National Fast 500 rosters. Mr. Panigrahi invested in and promoted many other technology companies, including 1Efficiency (Energy Monitor in Commercial Buildings), Mascot Networks (product and solutions provider in education space) and Trading Research Design (financial risk management solution provider). Mr. Panigrahi holds a BS in Computer Science from National Institute of Technology, Suratkal, India. We believe that Mr. Panigrahi has the qualifications to be a member of our board of directors because of his extensive experience being chairman and board of directors in multiple companies in the past and his leadership ability to set direction, vision, and leadership with guidance from other directors.

Bala Padmakumar is a nominee for the Combined Company’s board of directors and will serve as Vice Chairman of ConnectM following the Business Combination. In addition to his role as director, Mr. Padmakumar will focus on strategic financing, investor communications and strategic roadmap and product development. Mr. Padmakumar has been MCAC’s Chief Executive Officer and the Chairman of the MCAC board of directors since September 2021. Mr. Padmakumar is a broad based entrepreneur and technologist with a strong background in strategic partnerships, product and business development, technology and operations, private equity, and venture capital environments. Since August 2020, Mr. Padmakumar has been a partner at Advantary LLC, where he specializes in business development and advises on strategic matters. Since January 2021, he has been actively advising the Asia practice of FocalPoint Partners LLC, a boutique investment bank, on deal flow diligence in the clean transition space in Asia. Since June 2021, he has been an advisor to the Chief Executive Officer of NTherma Corporation on strategic relationships and capital raising activities. From July 2016 to December 2021, Mr. Padmakumar has also advised on deal flow and provided operational support to portfolio companies for a fund set up to support SK Telecom Co., Ltd.’s strategic interests. From 2007 through 2010, Mr. Padmakumar was a Venture Partner at X/Seed Capital Management, LLC, where he focused on transactions in the cleantech and materials sectors. Additionally, from 2011 to October 2020, Mr. Padmakumar was the Chief Executive Officer at Amperics, Inc., a developer and vendor of high energy density ultracap hybrid storage systems. Mr. Padmakumar also has extensive experience in the clean energy sectors, having been an advisor to Lionrock Batteries Ltd., which creates flexible batteries and high performance separator technology from 2019 to 2024, an advisor to the board of directors and CEO of Hyperscale Data Center Company, a company focused on energy usage efficiency in hyperscale data centers from 2018 to 2020, and an advisor to the chairman of Advanced Systems Automation Limited in Singapore, where he advised on issues surrounding urban transportation, High Energy Density Li Ion battery (NMC technology) and 3D printing technology from 2017 to 2019. Mr. Padmakumar also has broad experience advising on capital raising and corporate strategy, serving as a mentor to OneValley Inc., a global entrepreneurship platform for individuals, startups, and corporations seeking innovation and accelerated growth, and as an advisor to several early stage companies from audio technologies to SaaS products. Mr. Padmakumar has a Bachelor’s Degree in Technology from the University of Madras in Chemical Engineering and a Master of Science Degree in Chemical Engineering from Stanford University. We believe that Mr. Padmakumar has the qualifications to be a member of our Board of Directors because of his broad experience advising on capital raising and corporate strategy, serving as a mentor to individuals, startups, and corporations seeking innovation and accelerated growth, and as an advisor to several early-stage companies from audio technologies to SaaS products.

Daniel Davis has served as MCAC’s Chief Financial Officer since April 2021 and will serve as Interim Chief Financial Officer of ConnectM following the Business Combination. Mr. Davis is a skilled financial executive with a proven background in managing and growing companies. Mr. Davis served as the Chief Administrative Officer of SeQure Dx, Inc., a company focused on providing off-target diagnostics in gene editing from April 2021 to October 2021, and as the Chief Financial Officer of SeQure Dx, Inc. from November 2021 to November 2022. Prior to that, from 2007 through April 2020, Mr. Davis was a Director in the Life Sciences and Technology Practice at Accounting Management Solutions (“AMS”), and subsequently, following its acquisition, at CliftonLarsonAllen LLP, an accountancy firm. At AMS, Mr. Davis founded and managed the life sciences practice and provided strategic consulting on complex engagements surrounding fundraising and mergers and acquisitions strategies. Mr. Davis is also co-founder, acting Chief Financial Officer and Director of AngioWave Imaging, LLC, where he led an over-subscribed seed round, and was a key contributor to the strategic plan and drove the forecasting for the five-year plan. Mr. Davis received his B.A. in Political Science from Brown University and his M.B.A from the University of Pennsylvania, Wharton School of Business.

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Girish Subramanya serves as the Global Chief Technology officer and has served as the head of ConnectM’s India operations since June 2018. Mr. Subramanya has served in served positions at ConnectM since November 2007. Mr. Subramanya is a technology enthusiast and an entrepreneur who has lead several product launches in his career, with many of them from concept to market ready solution for industries including finance, e-commerce and enterprise segments. For over a decade Mr. Subramanya held product management roles at i2 Technologies, a full-service supply chain management company providing consulting, technology, and managed services, Integral Systems, a currency technology partner of financial institutions, and Coreobjects, an end-to-end software development company. In 2007, Mr. Subramanya co-founded ConnectM to enable large enterprises and product original equipment manufacturers (OEMs) to manage their distributed assets & operations effectively and improve efficiencies using Internet of Things (IoT) technologies along with value creation over time for the businesses they run and for their end customers. Mr. Subramanya conceived and built a core platform & technology stack in the early stages of ConnectM’s growth that significantly contributed in differentiating ConnectM among its peers and positioned itself as a PaaS (Platform as a Service) company that fueled traction in the market and helped acquiring a marquee client base. During 2020, Mr. Subramanya pivoted the India business from a cross vertical IoT solutions to electric vehicle industry centric solutions which is being adapted by over 10+ OEMs and infra providers into their products. Mr. Subramanya holds a Master of Computer Applications from the Department of Electronics and Accreditation of Computer Courses (DOEACC), New Delhi, India.

Mahesh Choudhury heads ConnectM’s internal operations including supply chain, information technology (IT), and general administration and has done so since January 2017, including overseeing the finance and information technology functions. Mr. Choudhury has over 25 years of experience in various operational management rolls. He is very passionate about building and engaging the right technology for climate control and energy management in delivering value to both residential and commercial customers. Prior to ConnectM, Mr. Choudhury had 12 years of experience with the electrification and decarbonization industry. Mr. Choudhury is instrumental in defining the remote performance management platform for the heating, ventilation and air conditioning (HVAC) industry. Prior to ConnectM, he led finance and supply chain at Sustainable New Energy (SNE) from August 2010 to September 2014 and implemented large scale wind and solar energy projects. Mr. Choudhury was a co-founder of Cambridge Clean Energy (CCE) and assisted with developing remote power management technology for powering telecom towers and led the

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operations globally. Mr. Choudhury also has 17 years of experience with utility/energy management. Mr. Choudhury has an MS degree from Indian Institute of Technology (IIT), India.

Kevin Stateham heads ConnectM’s sales and corporate development operations and has done so since June 2018. Mr. Stateham is a successful business development, sales operations executive and management leader with over two decades of technology industry experience. In addition, as the head of client relations at ConnectM, Mr. Stateham plays a key role in driving customer goals, product utilization, business transformation, and revenue expansion by ensuring the engagement, success, retention, and growth of ConnectM customers. Mr. Stateham also manages ConnectM’s mergers and acquisitions, acquiring nine businesses since 2018. Mr. Stateham is a technology industry veteran, with over 25 years leading successful data communications and SaaS companies in key sales and business development roles. Before ConnectM, Mr. Stateham was a sales lead at Keen Home Inc, where he grew the company’s business to business sales by 50% year over year. Prior to Keen Home, Mr. Stateham was the director of sales at Network Access Solutions, Inc. where he was responsible for the largest frame relay network conversion to digital subscriber lines with virtual private network (VPN), encompassing over 22,000 United States post offices, and was involved in the company’s successful initial public offering.

Non-Employee Directors

Kathy Cuocolo is a nominee for the Combined Company’s board of directors and has served as a member of the MCAC Board since 2021. Ms. Cuocolo is a versatile executive and director with demonstrated success in developing and managing financial services operations on a global basis. Ms. Cuocolo is currently a director and Audit Chair of Greenbacker Renewable Energy Company LLC and a director at Syntax ETF Trust. Her prior directorships include President and Director of The China Fund, Inc., which invests primarily in private placements in mainland China, Chairperson of Select Sector ETF Trust, and a director of Guardian Life family of funds. From 2014 through March 2020, Ms. Cuocolo was the president of Syntax Advisors, LLC where she was responsible for all aspects of business operations and the development of its financial management products. Prior to that, from 2008 until 2013, Ms. Cuocolo was a Managing Director and Division Head for the Mutual Fund and global ETF Services for The Bank of New York Mellon Corporation, where she was responsible for the operations and strategic planning for these business lines. Prior to that, from 1982 until 2003, Ms. Cuocolo served in various roles at State Street Corporation, including as an Executive Vice President, Division Head of Investor Products and Services, where she was responsible for operations and strategic planning. Ms. Cuocolo was a member of the corporations’ Executive Operating Committee responsible for all aspects of business strategy. During her 22 years at State Street, Ms. Cuocolo led the firm to become the largest fund administrator in the U.S., with over $1.2 trillion in assets. Prior to State Street, Ms. Cuocolo was an auditor at PriceWaterhouseCoopers LLP. Ms. Cuocolo received her B.A. in Accounting, summa cum laude, from Boston College, and holds a Masters Professional Director Certificate from the American College of Corporate Governance. Ms. Cuocolo received her CPA license in the Commonwealth of Massachusetts in 1981. We believe that Ms. Cuocolo has the qualifications to be a member of our Board of Directors because of her extensive experience in cleantech, finance/audit, and as independent director in other public companies.

Stephen Markscheid is a nominee the Combined Company’s board of directors and has served as member of the MCAC Board since 2022. Mr. Markscheid is currently the Managing Partner of Aerion Capital and currently serves as a director of Fanhua, Inc. (Nasdaq: FANH), JinkoSolar Holding Co., Ltd. (NYSE: JKS), Zhongjin Technology Services Group Company Limited (HKEX: Stock Code 08295), UGE International Ltd. (TSXV: UGE.V), and Four Leaf Acquisition Corporation (Nasdaq: FORL). In addition, Mr. Markscheid serves as a Board Advisor to several companies, including NanoGraf Corporation, Intelligent Generation LLC, Nulyzer Inc. and Hago Energetics, Inc., Mr. Markscheid also serves as a trustee emeritus of Princeton-in-Asia and Chairman Emeritus of KX Power, a UK based energy storage project developer. From 1998 until 2006, Mr. Markscheid served as a Director of Business Development and Senior Vice President and led GE Capital’s business development activities in China and the Asia Pacific region, primarily focusing on acquisitions and direct investments. Prior to GE, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. Mr. Markscheid was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. Mr. Markscheid began his career with the US-China Business Council, in Washington D.C. and Beijing. Mr. Markscheid earned a B.A. in East Asian Studies from Princeton University in 1976, an M.A. in

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international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian. We believe that Mr. Markscheid has the qualifications to be a member of our Board of Directors because of his extensive experience in cleantech and as independent director in other public companies.

Gautam Barua is a nominee for the Combined Company’s board of directors. Mr. Barua is the founder of Aclaria Partners, which he founded in December 2004 and is currently the President. Mr. Barua has distinctive expertise in originating and profitably investing in Environmental, Social and Governance (ESG) opportunities, with a consistently successful and pioneering career in climate and sustainability spanning more than two decades. Mr. Barua has led $80M of profitable clean water and energy deals, founded a market-leading clean energy firm, and advised major corporations on sustainability. Mr. Barua first engaged on ESG in the 1990s, contributing to Nobel Prize-winning work on climate change and carbon sequestration while also working for Yale University’s investments office. Mr. Barua has served in advisory, new business, and mergers and acquisitions roles at McKinsey and Morgan Stanley from 2013 to 2018; held an appointment as California Deputy State Controller from 2003 to 2004, helping spark creation of a $1.5B cleantech investment program at CalPERS, the largest pension fund in the United States; served on boards of sustainability and conservation non-governmental organizations; and been a Silicon Valley executive. In addition to a Bachelor of Arts cum laude in Economics and Mathematics from Yale University, Mr. Barua earned a Master of Business Administration with Distinction from Harvard University, where he also completed Executive Education in Entrepreneurship. We believe that Mr. Barua has the qualifications to be a member of our Board of Directors because of his experience in cleantech leadership positions and passion for electrification.

Family Relationships

There are no family relationships between the Combined Company’s board of directors and any of its executive officers.

Board of Directors

Director Independence

Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Combined Company’s board of directors has determined that, upon the consummation of the Merger, each of Kathy Cuocolo, Stephen Markschield and Guatam Barua will be an independent director under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. In making these determinations, the Combined Company’s board of directors considered the current and prior relationships that each non-employee director has with ConnectM and will have with the Combined Company and all other facts and circumstances the Combined Company’s board of directors deemed relevant in determining independence, including the beneficial ownership of our common stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Transactions.”

Classified Board of Directors

The Combined Company’s board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

Committees of the Board of Directors

The standing committees of Combined Company’s board of directors will consist of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The expected composition of each committee following the Merger is set forth below.

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Audit Committee

An Audit Committee of the Combined Company will be established in accordance with Section 3(a)(58)(A) of the Exchange Act and following the Merger will consist of Kathy Cuocolo, Stephen Markscheid and Gautam Barua, each of whom are independent directors and are “financially literate” as defined under the Nasdaq listing standards. Kathy Cuocolo will serve as chairman of the Audit Committee. The Board has determined that Kathy Cuocolo qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

The Audit Committee’s duties will be specified in the Audit Committee Charter to be adopted at the Effective Time.

Compensation Committee

Following the Merger, the Compensation Committee will consist of Guatam Barua and Stephen Markscheid, each of whom is an independent director. Stephen Markscheid will serve as chairman of the Compensation Committee. The functions of the Compensation Committee will be set forth in a Compensation Committee Charter to be adopted at the Effective Time.

Nominating and Corporate Governance Committee

Following the Merger, our Nominating and Corporate Governance Committee (the “Nominating Committee”) will consist of Kathy Cuocolo, Stephen Markscheid and Gautam Barua, each of whom is an independent director under Nasdaq’s listing standards. Gautam Barua will serve as the chairman of the Nominating Committee. The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on the board of directors. The Nominating Committee considers as potential members of the board of directors persons identified by its members, management, stockholders, investment bankers and others.

The guidelines for selecting nominees, will be specified in the Nominating and Corporate Governance Committee Charter to be adopted at the Effective Time.

Code of Conduct and Ethics

Upon the consummation of the Merger, the Combined Company will adopt a new code of conduct and ethics (the “Code of Ethics”) for its directors, officers, employees and certain affiliates in accordance with applicable federal securities laws, a copy of which will be available on the Combined Company’s website at https://www.connectm.com.

If the Combined Company amends or grants a waiver of one or more of the provisions of our Code of Ethics, the Combined Company intends to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of its Code of Ethics that apply to its principal executive officer, principal financial officer and principal accounting officer by posting the required information on the Combined Company’s website at https://www.connectm.com. The information on this website is not part of this proxy statement/prospectus.

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CONNECTM’S EXECUTIVE AND DIRECTOR COMPENSATION

Throughout this section, unless otherwise noted, “ConnectM,” “Company,” “we,” “us,” “our” and similar terms refer to ConnectM Technology Solutions, Inc. and its subsidiaries prior to the consummation of the Business Combination, and to ConnectM Technology Solutions, Inc. and its subsidiaries after the Business Combination, as applicable. The following section provides compensation information pursuant to the scaled SEC disclosure rules applicable to “emerging growth companies.”

This section discusses the material components of the executive compensation program for our named executive officers who are named in the “Summary Compensation Table” below. In 2023, our “named executive officers” and their positions with ConnectM were as follows:

•

Bhaskar Panigrahi, who served as Chairman and Chief Executive Officer;

•

Girish Subramanya, who served as Chief Technology Officer;

•

Mahesh Choudhury, who served as Vice President, U.S. Operations; and

•

Kevin Stateham, who served as Vice President, Sales and Corporate Development.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the Closing may differ materially from the currently planned programs summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Following the Closing, the named executive officers will continue in their current positions with us. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the closing of this offering may differ materially from the currently planned programs summarized in this discussion. The compensation committee of the Board will set ConnectM’s executive compensation philosophy and will oversee compensation and benefits programs for ConnectM. The compensation committee will oversee and determine the compensation of the Chief Executive Officers and other executive officers of ConnectM. With respect to base salaries, annual incentive compensation and long-term incentives, it is expected that the compensation committee will establish compensation mix, performance measures, goals, targets and business objectives based on ConnectM’s competitive marketplace. The compensation committee will determine benefits and severance arrangements, if any, that ConnectM will make available to executive officers.

In addition to base salary and annual bonuses, we expect ConnectM will grant stock-based awards under the Incentive Plan in future years to promote its interests by providing these executives with the opportunity to acquire equity interests as an incentive for their remaining in its service and aligning the executives’ interests with those of ConnectM’s equity holders.

The Incentive Plan has been adopted by the board of directors and is being submitted to stockholders for approval at the special meeting. For a description of the Incentive Plan, please see “Proposal No. 3 — The Incentive Plan Proposal.”

2023 Summary Compensation Table

The following table provides summary information concerning compensation earned by our named executive officers for the years ended December 31, 2023, 2022 and 2021, for services rendered during the years ended December 31, 2023, 2022 and 2021, respectively.

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Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock option awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Plan Earnings ($)		All Other Compensation ($)		Total compensation ($)
Bhaskar Panigrahi, Chairman and Chief Executive Officer		2023		175,000		0		0		—		—		—		175,000
		2022		125,000		0		0		—		—		—		125,000
		2021		100,000		0		0		—		—		—		100,000
Mahesh Choudhury, VP, U.S. Operations		2023		145,000		0		0		—		—		—		145,000
		2022		130,000		0		0		—		—		—		130,000
		2021		120,000		0		0		—		—		—		120,000
Girish Subramanya, Chief Technology Officer		2023		67,000*		0		0		—		—		—		67,000
		2022		75,250**		0		0		—		—		—		75,250
		2021		73,815***		0		0		—		—		—		73,815
Kevin Stateham, VP, Sales and Corporate Development		2023		130,000		0		0		—		—		—		130,000
		2022		117,000		0		0		—		—		—		118,000
		2021		110,000		0		0		—		—		—		108,000

Based on a conversion of the U.S. dollar to Indian rupee (“INR”) of $1.00 to 82.75 INRs as of January 1, 2023.

Based on a conversion of the U.S. dollar to Indian rupee (“INR”) of $1.00 to 73.09 INRs as of January 1, 2021.

***

Based on a conversion of the U.S. dollar of $1.00 to 74.51 INRs on as of January 1, 2022.

Narrative to the Summary Compensation Table

2023 Annual Base Salary

We pay our executives a base salary to compensate them for services rendered to our company. The base salary payable to our executives is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Equity Compensation

ConnectM’s equity-based incentive awards are designed to align ConnectM’s interests and the interests of its stockholders with those of its employees and consultants, including the named executive officers. The board of directors is responsible for approving equity grants.

We currently maintain the ConnectM Technology Solutions, Inc. 2019 Equity Incentive Plan, or the 2019 Plan. The terms of the 2019 Plan are described below under “— Incentive Award Plans.” We offer awards of stock options to purchase shares of our common stock to eligible service providers, including our named executive officers, pursuant to the 2019 Plan. As mentioned below, in connection with the completion of the Business Combination and the adoption of the Incentive Plan, no further awards will be granted under the 2019 Plan. All options are granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of each award. Our stock option awards generally vest over a four-year period and may be subject to acceleration of vesting and exercisability under certain termination and change of control events.

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Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding equity awards held by the Named Executive Officers as of December 31, 2023.

	Stock Option Awards								Stock Awards
Name	Number of securities underlying unexercised stock options exercisable (#)		Number of securities underlying unexercised stock options unexercisable (#)		Stock option exercise price ($)			Stock option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares of units of stock that have not vested ($)
Kevin Stateham		0		7,500		$	1.66	December 31, 2029		0		0
Mahesh Choudhury		0		15,870		$	1.66	April 1, 2028		0		0
Mahesh Choudhury		0		7,500		$	1.66	November 15, 2030		0		0

Option Exercises and Stock Vested

	Stock Option Awards					Stock Awards
Name	Number of shares acquired on exercise		Value realized on exercise ($)(1)			Number of shares acquired on vesting (#)		Value realized on vesting ($)(2)
Kevin Stateham		0		$	0.00		0		$	0
Mahesh Choudhury		0		$	0.00		0		$	0

No other equity-based incentive awards were granted to the named executive officers during 2021, 2022 and 2023.

Other Elements of Compensation

Retirement Savings and Health and Welfare Benefits

We maintain a 401(k) retirement savings plan for our employees, including those who satisfy certain eligibility requirements. We match 50% of the first 6% of a participant’s annual eligible compensation, up to the IRS limit. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

All of our full-time employees are eligible to participate in our health and welfare plans. These health and welfare plans include medical, dental and vision benefits; short-term and long-term disability insurance; and supplemental life and Accidental Death and Dismemberment (AD&D) insurance.

Perquisites and Other Personal Benefits

We determine perquisites on a case-by-case basis and will provide a perquisite to a named executive officer when we believe it is necessary to attract or retain the named executive officer.

Executive Compensation Arrangements

Employment Agreements and Offer Letters

There are no employment agreements or offer letters for our named executive officers.

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Director Compensation

ConnectM has not historically maintained a formal non-employee director compensation program and none of ConnectM’s non-employee directors received any compensation from ConnectM during 2023.

Following the Closing, we intend to develop a board of directors’ compensation program that is designed to align compensation with New ConnectM’s business objectives and the creation of stockholder value, while enabling New ConnectM to attract, retain, incentivize and reward directors who contribute to the long-term success of New ConnectM.

Post-Business Combination Executive and Director Compensation

Mr. Panigrahi is expected to serve on the New ConnectM’s board of directors as Chairman of the Board following the Closing and will not earn any additional compensation. His salary for serving as Chief Executive Officer will be $190,000. Mr. Choudhury will earn a salary of $160,000 as Vice President, US Operations of New ConnectM, Mr. Subramanya will earn a salary of $85,000 as Chief Technology Officer of New ConnectM and Mr. Stateham will earn a salary of $143,000 as Vice President, Sales and Corporate Development of New ConnectM.

Following the Closing, New ConnectM may further revise its executive and director compensation program from time to time to better align compensation with New ConnectM business objectives and the creation of stockholder value, while enabling New ConnectM to attract, retain, incentivize and reward individuals who contribute to the long-term success of New ConnectM. Decisions on the executive compensation program will be made by the New ConnectM compensation committee.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

MCAC

On October 6, 2021, the Sponsor purchased 2,875,000 Founder Shares for an aggregate price of $25,000. On May 10, 2022, the Sponsor forfeited 575,000 Founder Shares for no consideration, which MCAC cancelled, resulting in the Sponsor and independent directors of MCAC holding an aggregate of 2,300,000 Founder Shares. The Sponsor agreed to forfeit up to 300,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of our issued and outstanding shares after the IPO. On May 13, 2022, the underwriter of the IPO fully exercised the over-allotment option to purchase an additional 1,200,000 Units and therefore the forfeiture provisions lapsed for the 300,000 Founder Shares.

On May 13, 2022, the Sponsor purchased 3,040,000 MCAC Private Placement Warrants at a price of $1.00 per MCAC Private Placement Warrant, generating gross proceeds of $3.04 million. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Commencing on May 10, 2022, MCAC agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The administrative support agreement began on the day MCAC was first listed on the Nasdaq Global Market and continues monthly until the completion of MCAC’s initial Business Combination or the liquidation of MCAC. As of March 31, 2024, MCAC incurred $98,460 in administrative support fees which remains outstanding and is included on the accompanying balance sheet as “due to related party”.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by MCAC to the Sponsor, officers and directors of MCAC, or any affiliate of the Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals are be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. MCAC’s audit committee reviews on a quarterly basis all payments that were made to the Sponsor, officers, directors or MCAC’s or their affiliates and determines which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on MCAC’s behalf.

The Sponsor previously loaned MCAC $354,100 for a portion of the expenses of the IPO. These loans were non-interest bearing, were unsecured and were due at the earlier of December 31, 2021 or the closing of the IPO. The loan was repaid upon the closing of the IPO.

In order to finance transaction costs in connection with an intended initial business combination, the Sponsor, an affiliate of the Sponsor or certain of MCAC’s officers and directors may, but are not obligated to, loan to MCAC funds as may be required (the “Working Capital Loans”). If MCAC completes an initial business combination, MCAC would repay such loaned amounts out of the proceeds of the Trust Account released to MCAC. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial business combination does not close, MCAC may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the MCAC Private Placement Warrants issued to the Sponsor. As of March 31, 2024, there was $1,119,457 in Working Capital Loans outstanding.

After MCAC’s initial business combination, members of its management team who remain with MCAC may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to MCAC’s stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to MCAC’s stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a

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stockholder meeting held to consider MCAC’s initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

The holders of Founder Shares, MCAC Private Placement Warrants and 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 MCAC 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. MCAC will bear the expenses incurred in connection with the filing of any such registration statements.

Related Party Policy

MCAC has not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

Prior to the consummation of the IPO, MCAC adopted a code of ethics requiring MCAC to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by the MCAC Board (or the appropriate committee of the MCAC Board) or as disclosed in our public filings with the SEC. Under MCAC’s code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

In addition, MCAC’s audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that MCAC enters into such transactions, including the proposed Business Combination. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction and was required in order to approve the Business Combination. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

MCAC’s audit committee will review on a quarterly basis all payments that were made to the Sponsor and MCAC’s officers or directors, or MCAC’s or their affiliates.

To further minimize conflicts of interest, MCAC has agreed not to consummate an initial business combination with an entity that is affiliated with any of the Sponsor or MCAC’s officers or directors unless MCAC, or a committee of independent directors, have obtained an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to MCAC from a financial point of view.

ConnectM

Unless the context otherwise requires, all references in this section to “ConnectM,” “we,” “us,” or “our” refer to ConnectM and its subsidiaries prior to the consummation of the Business Combination.

The following is a description of certain relationships and transactions that exist or have existed or that ConnectM has entered into, in each case since January 1, 2022, with its directors, executive officers, or stockholders who are known to ConnectM to beneficially own more than five percent of its voting securities and their respective affiliates and immediate family members.

Promissory Note - ConnectM India

ConnectM, in September 2016, entered into a promissory note with Avanti Computing PVT, Ltd., a related party, for a principal sum of $85,437. The note has a 14% annual interest rate. Payments of interest

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and principal are made sporadically as there is no set payment schedule for the note. The note also does not have a maturity date and the full note balance is to be paid over time. The total outstanding amount as of March 31, 2024 was $85,141.

Avanti Computing PVT, Ltd., is a wholly owned subsidiary of Avanti Holdings LLC. Avanti Holdings LLC is a significant shareholder of ConnectM (both before and after the business combination). Mr. Bhaskar Panigrahi, Chief Executive Officer of ConnectM, and his family are controlling member managers of Avanti Holdings LLC.

Principal Stockholders Agreements

Company Stockholder Support Agreement

In connection with the execution of the Merger Agreement, MCAC entered into a stockholder support agreement (the “Company Stockholder Support Agreement”) with ConnectM and the Company Stockholders (as defined in the Company Stockholder Support Agreement) pursuant to which to the Company Stockholders agreed to vote all shares of ConnectM Stock beneficially owned by them in favor of the Merger. The Company Stockholder Support Agreement also includes lock-up provisions, which restrict the abilities of such Company Stockholder to transfer shares of ConnectM common stock following the consummation of the Business Combination for the periods, and subject to the permitted transfers, described therein.

Registration Rights Agreement

In connection with the consummation of the Business Combination, certain existing ConnectM stockholders who will receive shares of MCAC Common Stock pursuant to the Merger Agreement intend to enter into an amended and restated registration rights agreement with MCAC, the Sponsor and other parties thereto. Pursuant to the registration rights agreement, the Combined Company will agree, among other things, to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of MCAC Common Stock and other equity securities of the Combined Company that are held by the ConnectM stockholders and other stockholders named therein. Pursuant to the Registration Rights Agreement, the Combined Company will be obligated to file a registration statement to register the resale of certain securities of the Combined Company held by the stockholders named therein. In addition, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the stockholders named therein may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $5,000,000. The registration rights agreement will also provide the stockholders named therein with “piggy-back” registration rights, subject to certain requirements and customary conditions. The cumulative number of shares of the Combined Company entitled to registration rights under the Registration Rights Agreement will be approximately 6,812,823 shares of New ConnectM common stock, which are held by the Sponsor, the independent directors of MCAC, the Anchor Investors and officers, directors and ten percent holders of ConnectM Common Stock.

Related Party Transactions Policy Following the Business Combination

Upon consummation of the Business Combination, New ConnectM will adopt a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a transaction, arrangement or relationship in which New ConnectM or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. Transactions involving compensation for services provided to New ConnectM or any of its subsidiaries as an employee, consultant or director will not be considered related person transactions under this policy. A “Related Person” means:

•

any person who is, or at any time during the applicable period was, one of New ConnectM’s officers or one of New ConnectM’s directors;

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•

any person who is known by New ConnectM to be the beneficial owner of more than five percent (5%) of its voting stock; and

•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than five percent (5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of its voting stock.

New ConnectM will have policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the audit committee will have the responsibility to review related party transactions.

It is anticipated that under the related person transaction policy, the related person in question or, in the case of transactions with a beneficial holder of more than 5% of New ConnectM’s voting stock, an officer with knowledge of a proposed transaction, will be required to present information regarding the proposed related person transaction to New ConnectM’s audit committee (or to another independent body of the New ConnectM Board) for review. To identify related person transactions in advance, New ConnectM expects to rely on information supplied by its executive officers, directors and certain significant stockholders. In considering related person transactions, New ConnectM’s audit committee is expected to take into account the relevant available facts and circumstances, which may include, but are not limited to:

•

the related person’s interest in the transaction;

•

the approximate dollar value of the amount involved in the transaction;

•

the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•

whether the transaction was undertaken in the ordinary course of business of New ConnectM;

•

whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to New ConnectM than terms that could have been reached with an unrelated third party;

•

the purpose of, and the potential benefits to New ConnectM of, the transaction; and

•

any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

New ConnectM’s audit committee will approve only those transactions that it determines are fair to New ConnectM and in New ConnectM’s best interests.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Monterey and ConnectM own or have rights to trademarks, trade names, service marks, logos, and domain names (collectively, “Marks”) that they use in connection with the operation of their business. Third-party owned Marks appearing in this proxy statement/prospectus are the property of their respective owners. Monterey and ConnectM do not intend the use or display of other entities’ Marks to imply a relationship with, or endorsement or sponsorship of, any other entity. Solely for convenience, in some cases, the Marks referred to in this proxy statement/prospectus may appear without the applicable ®, TM and SM symbols, but Monterey and ConnectM will assert, to the fullest extent under applicable law, their rights to these Marks.

APPRAISAL RIGHTS

Our stockholders do not have appraisal rights in connection with the Merger under Delaware law.

LEGAL MATTERS

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. will pass upon the validity of the New ConnectM common stock issued in connection with the Business Combination and certain other legal matters related to this proxy statement/prospectus.

EXPERTS

The consolidated financial statements of ConnectM as of December 31, 2023 and 2022 and for each of the years in the two-year period ended December 31, 2023 have been audited by Adeptus Partners, LLC, an independent registered public accounting firm, as stated in their report herein (which contains an explanatory paragraph relating to substantial doubt about the ability of ConnectM to continue as a going concern), appearing elsewhere in this prospectus, and are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Monterey Capital Acquisition Corporation for the years ended December 31, 2023 and 2022 appearing in this prospectus have been audited by Adeptus Partners, LLC, independent registered public accounting firm, as stated in their report herein (which contains an explanatory paragraph relating to substantial doubt about the ability of Monterey Capital Acquisition Corporation to continue as a going concern), appearing elsewhere in this prospectus, and are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On November 27, 2023 (the “Dismissal Date”), MCAC dismissed Marcum LLP (“Marcum”), as its independent auditor. This dismissal was ratified by the audit committee of the MCAC Board.

Marcum audited MCAC’s financial statements for the fiscal year ended December 31, 2022 and 2021 and did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that each of Marcum’s reports on MCAC’s financial statements as of and for the fiscal years ended December 31, 2022 and 2021 contained an explanatory paragraph indicating that there was substantial doubt about MCAC’s ability to continue as a going concern. In addition, during the fiscal years ended December 31, 2022 and 2021, as well as during the subsequent interim period preceding the Dismissal Date, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between MCAC and Marcum with respect to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in its reports on MCAC’s financial statements with respect to such periods.

During the fiscal years ended December 31, 2022 and 2021, as well as during the subsequent interim period preceding the Dismissal Date, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for material weaknesses as disclosed

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under (i) “Item 9A. Controls and Procedures” of MCAC’s Annual Report on Form 10-K for the year ended December 31, 2022 and (ii) “Item 4. Controls and Procedures” of each of MCAC’s (A) Quarterly Report on Form 10-Q for the period ended September 30, 2023, (B) Quarterly Report on Form 10-Q for the period ended June 30, 2023, (C) Quarterly Report on Form 10-Q for the period ended March 31, 2023, (D) Quarterly Report on Form 10-Q for the period ended September 30, 2022, (E) Quarterly Report on Form 10-Q for the period ended June 30, 2022 and (F) Quarterly Report on Form 10-Q for the period ended March 31, 2022, each of which the audit committee of the MCAC Board was advised of by Marcum.

MCAC has provided Marcum with a copy of the foregoing disclosure and requested that Marcum furnish MCAC with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from Marcum is attached as Exhibit 16.1 to this proxy statement/prospectus.

On November 27, 2023, the audit committee of the MCAC Board approved the appointment of Adeptus Partners, LLC as MCAC’s independent registered public accounting firm to perform independent audit services, including the audit of MCAC’s consolidated financial statements for the fiscal year ending December 31, 2023. During MCAC’s fiscal years ended December 31, 2022 and December 31, 2021 and in the subsequent interim period through September 30, 2023, neither MCAC nor anyone on its behalf consulted with Adeptus Partners, LLC regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on MCAC’s consolidated financial statements, and neither a written report was provided to MCAC nor oral advice was provided to MCAC that Adeptus Partners, LLC concluded was an important factor considered by MCAC in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.

TRANSFER AGENT AND REGISTRAR

The transfer agent for our securities is Continental Stock Transfer & Trust Company.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, we and servicers that we employ to deliver communications to our stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the proxy statement/prospectus. Upon written or oral request, we will deliver a separate copy of the proxy statement/prospectus to any stockholder at a shared address to which a single copy of the proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement/prospectus may likewise request that we deliver single copies of the proxy statement/prospectus in the future. Stockholders may notify us of their requests by calling or writing to Okapi Partners LLC, our proxy solicitor at:

Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
(844) 343-2623

STOCKHOLDER PROPOSALS

The Board is aware of no other matter that may be brought before the Meeting. Under Delaware law, only business that is specified in the notice of a special meeting to stockholders may be transacted at the Meeting.

Stockholder proposals, including director nominations, for the 2023 annual meeting must be received at our principal executive offices by not earlier than the opening of business on the 120th day before the 2023 annual meeting and not later than the later of (x) the close of business on the 90th day before the 2021 annual meeting or (y) the close of business on the 10th day following the first day on which we publicly announce the date of the 2023 annual meeting, and must otherwise comply with applicable SEC rules and the advance notice provisions of our bylaws, to be considered for inclusion in our proxy materials relating to our 2023 annual meeting.

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You may contact our Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

STOCKHOLDER COMMUNICATIONS

Stockholders and interested parties may communicate with the Board, any committee chairperson or the non-management directors as a group by writing to the Board or committee chairperson in care of Monterey Capital Acquisition Corporation, 419 Webster Street, Monterey, CA 93940. Following the Business Combination, such communications should be sent to ConnectM Technology Solutions, Inc., 2 Mt. Royal Ave., Suite 550, Marlborough, MA 01752. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

WHERE YOU CAN FIND MORE INFORMATION

We must comply with the informational requirements of the Exchange Act and its rules and regulations, and in accordance with the Exchange Act, we file annual, quarterly, and current reports, proxy statements, and other information with the SEC. You can read MCAC’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov. If you would like additional copies of this proxy statement/prospectus or if you have questions about the Merger or the Proposals to be presented at the Meeting, you should contact our proxy solicitation agent at the following address and telephone number:

Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
(844) 343-2623

If you are a stockholder of MCAC and would like to request documents, please do so by June 24, 2024, in order to receive them before the Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

All information contained in this proxy statement/prospectus relating to MCAC has been supplied by MCAC, and all such information relating to ConnectM has been supplied by ConnectM. Information provided by either the MCAC or ConnectM does not constitute any representation, estimate or projection of any other party.

This document is a proxy statement of MCAC for the Meeting. We have not authorized anyone to give any information or make any representation about the Merger, us or ConnectM that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

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[MISSING IMAGE: lg_ad3ptusnotaglinenew-4c.jpg]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of Monterey Capital Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Monterey Capital Acquisition Corporation (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in common stock subject to possible redemption and stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since 2023.

/s/ Adeptus Partners, LLC

PCAOB: 3686

Ocean, New Jersey
March 12, 2024

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MONTEREY CAPITAL ACQUISITION CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,
	2023			2022
Assets
Current assets:
Cash		$	5,947		$	5,938
Prepaid expenses			4,167			6,783
Income taxes receivable			62,192			—
Total current assets			72,306			12,721
Marketable securities held in trust account			78,702,824			94,209,804
Total assets		$	78,775,130		$	94,222,525
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accrued offering costs		$	55,201		$	225,201
Accrued expenses			3,115,876			1,425,780
Convertible note – related party			739,457			157,000
Convertible note			445,000			—
Due to Sponsor – related party			68,460			9,960
Deferred credit – term extension fee funded by acquisition target company			2,491,431			—
Income taxes payable			—			240,507
Total current liabilities			6,915,425			2,058,448
Deferred underwriting fees payable			3,680,000			3,680,000
Forward Purchase Agreement liability			18,370,000			2,770,000
Total liabilities			28,965,425			8,508,448
Commitments and Contingencies (Note 8)
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 7,238,125 and 9,200,000 shares subject to possible redemption issued and outstanding as of December 31, 2023 and 2022, respectively			78,733,357			93,768,637
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 138,000 shares not subject to possible redemption (excluding Class A common stock subject to possible redemption) as of December 31, 2023 and 2022			14			14
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,300,000 shares issued and outstanding as of December 31, 2023 and 2022			230			230
Accumulated deficit			(28,923,896)			(8,054,804)
Total stockholders’ deficit			(28,923,652)			(8,054,560)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit		$	78,775,130		$	94,222,525

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

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MONTEREY CAPITAL ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the years ended December 31,
	2023			2022
General and administrative expenses		$	2,980,863		$	2,098,401
Loss from operations			(2,980,863)			(2,098,401)
Other income (expense):
Dividend and interest income			4,551,468			1,289,804
Other income			—			55,466
Loss on change in fair value of Forward Purchase Agreement liability			(15,600,000)			(2,770,000)
Loss before income taxes			(14,029,395)			(3,523,131)
Income tax provision			(913,808)			(240,507)
Net Loss		$	(14,943,203)		$	(3,763,638)
Weighted average shares outstanding of Class A common stock subject to possible redemption			8,909,750			5,872,877
Basic and diluted net loss per share, Class A common stock subject to possible redemption (see Note 2)		$	(1.32)		$	(0.46)
Weighted average shares outstanding of Class A common stock not subject to redemption			138,000			88,093
Basic and diluted net loss per share, Class A common stock (see Note 2) not subject to redemption		$	(1.32)		$	(0.46)
Weighted average shares outstanding of Class B common stock			2,300,000			2,191,507
Basic and diluted net loss per share, Class B common stock (see Note 2)		$	(1.32)		$	(0.46)

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

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MONTEREY CAPITAL ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE
REDEMPTION AND STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	Common Stock Subject to Possible Redemption					Common Stock										Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Class A					Class A					Class B
	Shares		Amount			Shares		Amount			Shares		Amount
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		—			3,434,458		—			—		—			—			—			(3,434,458)			(3,434,458)
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments		—			2,491,431		—			—		—			—			—			(2,491,431)			(2,491,431)
Redemption of Class A common stock		(1,961,875)			(20,961,169)		—			—		—			—			—			—			—
Net loss		—			—		—			—		—			—			—			(14,943,203)			(14,943,203)
Balance – December 31, 2023		7,238,125		$	78,733,357		138,000		$	14		2,300,000		$	230		$	—		$	(28,923,896)		$	(28,923,652)

	Common Stock Subject to Possible Redemption					Common Stock										Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Class A					Class A					Class B
	Shares		Amount			Shares		Amount			Shares		Amount
Balance – January 1, 2022		—		$	—		—		$	—		2,300,000		$	230		$	24,770		$	(19,889)		$	5,111
Issuance of Private Placement Warrants		—			—		—			—		—			—			3,040,000			—			3,040,000
Issuance of Class A Common stock, net of issuance costs of $8,139,659		9,200,000			77,893,526		—			—		—			—			—			—			—
Issuance of Public Warrants, net of issuance costs of $152,515		—			—		—			—		—			—			1,460,494			—			1,460,494
Issuance of Rights, net of issuance costs of $406,736		—			—		—			—		—			—			3,894,923			—			3,894,923
Fair value of underwriter’s overallotment options exercised		—			—		—			—		—			—			52,147			—			52,147
Deemed capital contribution by the Sponsor through transfer of Class B shares		—			—		—			—		—			—			2,508,632			—			2,508,632
Issuance of Representative Shares		—			—		138,000			14		—			—			622,868			—			622,882
Accretion to redemption value of Class A Common stock subject to possible redemption		—			15,026,474		—			—		—			—			(11,603,834)			(3,422,640)			(15,026,474)
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest earned		—			848,637		—			—		—			—			—			(848,637)			(848,637)
Net loss		—			—		—			—		—			—			—			(3,763,638)			(3,763,638)
Balance – December 31, 2022		9,200,000		$	93,768,637		138,000		$	14		2,300,000		$	230		$	—		$	(8,054,804)		$	(8,054,560)

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

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MONTEREY CAPITAL ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	For the years ended December 31,
	2023			2022
Cash Flows from Operating Activities:
Net loss		$	(14,943,203)		$	(3,763,638)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend and interest income			(4,551,468)			(1,289,804)
Loss on change in fair value of Forward Purchase Agreement liability			15,600,000			2,770,000
Changes in current assets and liabilities:
Prepaid expenses			2,616			(6,783)
Accrued expenses			1,690,096			1,416,422
Due to Sponsor – related party			58,500			9,960
Income taxes receivable			(302,699)			240,507
Net cash used in operating activities			(2,446,158)			(623,336)
Cash Flows from Investing Activities:
Investment of cash into Trust Account			(2,491,431)			(92,920,000)
Redemption of investments in Trust Account for franchise and income taxes			1,588,710			—
Redemption of investments in Trust Account in connection with Public Share redemptions			20,961,169			—
Net cash provided by (used in) investing activities			20,058,448			(92,920,000)
Cash Flows from Financing Activities:
Proceeds from promissory note – related party			—			274,100
Repayment of promissory note – related party			—			(354,100)
Proceeds from issuance of Public Units			—			92,000,000
Proceeds from issuance of Private Warrants			—			3,040,000
Redemptions of Class A common stock shares			(20,961,169)			—
Term extension fees paid by target company			2,491,431			—
Payment of offering costs on Public Units			(170,000)			(1,572,782)
Proceeds from convertible note – related party			582,457			157,000
Proceeds from convertible note			445,000			—
Net cash (used in) provided by financing activities			(17,612,281)			93,544,218
Net change in cash			9			882
Cash – beginning of period			5,938			5,056
Cash – end of period		$	5,947		$	5,938
Supplemental Disclosure of noncash information:
Accretion to redemption value of Class A Common stock subject to possible redemption		$	5,925,889		$	15,875,111
Deferred underwriting commissions		$	—		$	3,680,000
Issuance of Representative Shares for underwriting services		$	—		$	622,882
Deemed capital contribution by the Sponsor through transfer of Class B shares		$	—		$	2,508,632

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

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MONTEREY CAPITAL ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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”), 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”). See Proposed Merger Combination below.

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”), with such approval 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 “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 “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.

As of December 31, 2023, the Company had not commenced any operations. All activity for the period from September 23, 2021 (inception) through December 31, 2023 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 has selected December 31 as its fiscal year end. The Company’s sponsor is Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

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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’ equity 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).

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 years ended December 31, 2023 and 2022, the Company withdrew $1,588,710 and $0, 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

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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 has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination 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 limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (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.

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

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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 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, 2023 (the “Second Additional Extension Period”) pursuant to the Additional Extension Options, by ConnectM’s deposit of approximately $325,716 into the Trust Account (the “Second Additional Extension Period”).

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 Additional Extension Options, by ConnectM’s deposit of approximately $325,716 into the Trust Account (the “Third Additional Extension Period”).

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 Additional Extension Options, by ConnectM’s deposit of approximately $325,716 into the Trust Account (the “Fourth Additional Extension Period”).

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 Additional Extension Options, by ConnectM’s deposit of approximately $325,716 into the Trust Account (the “Fifth Additional Extension Period”).

If the Company is unable to complete its initial business combination within the Fifth Additional Extension Period, absent an additional extension under the Additional Extension Options, 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

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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, 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, 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 shares of

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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, 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 May 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,

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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 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. Assuming no redemptions, immediately following the Closing, 22,796,125 shares of New ConnectM common stock, representing approximately 91% of the outstanding shares of New ConnectM common stock, will be freely tradable.

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 $10.88 per share of our Class A Common Stock (based on the amount of $78,702,824 held in the Trust Account as of December 31, 2023, plus $30,533 estimated income taxes to be paid into the Trust Account upon receipt of income tax refund from the Internal Revenue Service) 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

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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 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.

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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.

Use of Funds Restricted for Payment of Taxes

In April 2023, the Company withdrew $302,000 of interest and dividend income earned in the Trust Account. Such amount was restricted for payment of the Company’s income tax liabilities as provided in the Company’s charter. During the second quarter of 2023, $87,000 of these funds were inadvertently used for the payments of general operating expenses. These funds were replenished to the Company’s operating account by ConnectM on August 21, 2023 in the form of a working capital loan with the same terms as the Working Capital Loans from the Sponsor.

During the third quarter of 2023, additional funds restricted for payment of the Company’s income tax liabilities totaling approximately $215,000 were utilized for the payments of general operating expenses. As of September 30, 2023, the funds were replenished to the Company’s operating account by ConnectM in the form of a working capital loan with the same terms as the Working Capital Loans from the Sponsor.

Between October 12, 2023 and November 10, 2023, additional funds restricted for payment of the Company’s income tax liabilities totaling approximately $58,000 were utilized for the payments of general operating expenses and were subsequently replenished to the Company’s operating account on November 13, 2023 by ConnectM in the form of a working capital loan with the same terms as the Working Capital Loans from the Sponsor.

The Company requested and received from Continental Stock Transfer & Trust Company, a waiver of these instances of non-compliance with the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company.

Going Concern Consideration

As of December 31, 2023, the Company had $5,947 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. The Company may withdraw interest income earned in the Trust Account to pay income and franchise taxes. During the years ended December 31, 2023 and 2022, $1,588,710 and $0, respectively, of dividend and interest income was 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 December 31, 2023, the Company had $739,457 outstanding Working Capital Loans in the form of a convertible note (Note 5) from the Sponsor. Further, during the year ended December 31, 2023, the Company received $445,000 in loans from ConnectM in the same form as the Working Capital Loans (see Note 6). 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 consolidated financial statements, assuming that a Business Combination is not consummated during that time. The Company is required to complete a Business Combination within 24 months of the IPO date, subject to the exercise of the Additional Extension Options. On May 9, 2023, the Company exercised

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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 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, 2023 pursuant to the Additional Extension Options, by ConnectM’s deposit of approximately $325,716 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 deposit of approximately $325,715 into the Trust Account by ConnectM. 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 deposit of approximately $325,715 into the Trust Account by ConnectM. 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 deposit of approximately $325,715 into the Trust Account by ConnectM. If the Company is unable to complete an initial Business Combination before the deadline, currently November 13, 2024, 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 the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board’s (“FASB”) ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that the factors discussed above raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the Company is required to liquidate, no later than 10 business days after November 13, 2024. These consolidated 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.

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 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

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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 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 MCAC and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined; however, we do not intend to use the funds held in the Trust Account or any additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay the excise tax. The excise tax is imposed on the repurchasing corporation itself, not the stockholders from which stock is repurchased. The imposition of the excise tax as a result of redemptions in connection with the initial business combination could reduce the amount of cash available to pay redemptions or reduce the cash available to MCAC and New ConnectM in connection with the Business Combination, which could cause the remaining shareholders of New ConnectM to economically bear the impact of any such excise tax. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in MCAC’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. As of December 31, 2023, the Company recorded $209,612 of excise tax liability calculated as 1% of shares redeemed, included in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2023.

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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying 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”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. All significant intercompany balances and transactions have been eliminated in consolidation.

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 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 $1.2 million and $0.6 million, respectively, of Business Combination costs for the years ended December 31, 2023 and 2022.

Net Loss per Common Stock share

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

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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.

The Company’s consolidated 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 year ended December 31, 2023:

	Class A subject to possible redemption			Class A			Class B			Totals
Allocation of undistributable losses			(11,732,741)			(181,724)			(3,028,738)			(14,943,203)
Net loss to common stock		$	(11,732,741)		$	(181,724)		$	(3,028,738)		$	(14,943,203)
Weighted average shares outstanding, basic and diluted			8,909,750			138,000			2,300,000
Basic and diluted net loss per share		$	(1.32)		$	(1.32)		$	(1.32)

A reconciliation of net loss per share is as follows for the year ended December 31, 2022:

	Class A subject to possible redemption			Class A			Class B			Totals
Allocation of undistributable losses			(2,711,247)			(40,669)			(1,011,722)			(3,763,638)
Net loss to common stock		$	(2,711,247)		$	(40,669)		$	(1,011,722)		$	(3,763,638)
Weighted average shares outstanding, basic and diluted			5,872,877			88,093			2,191,507
Basic and diluted net loss per share		$	(0.46)		$	(0.46)		$	(0.46)

Marketable Securities Held in Trust Account

At December 31, 2023 and 2022, 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 consolidated 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 consolidated statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.

During the years ended December 31, 2023 and 2022, the Company withdrew $1,588,710 and $0, respectively, of dividend and interest income from the Trust Account for payment of franchise and income tax obligations.

Other Income

During the year ended December 31, 2022 the Company received a $55,466 unconditional and non-refundable reimbursement for certain general and administrative expenses incurred by the Company, from a

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potential target. This amount was recorded as other income in the accompanying consolidated statement of operations for the year ended December 31, 2022.

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 consolidated balance sheet, 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. 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 balance sheet. The redemption values as of December 31, 2023 and 2022, include $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.

The reconciliation of Class A common stock subject to possible redemption as of December 31, 2023 and 2022 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)

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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

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 $18,370,000 and $2,770,000 at December 31, 2023 and 2022, 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 $15,600,000 and $2,770,000 loss on the change in fair value of Forward Purchase Agreement Liability in the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2022, 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;

•

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.

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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 December 31, 2023 and 2022, 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 December 31, 2023 and 2022 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 $12.88 and $12.20 per share, respectively, upon the put option exercise and hold the shares until the end of its estimated contractual maturity period of 3.25 years. The fair value of the resulting put option at December 31, 2023 and 2022, was adjusted for 80% and 12% probability of the completion of a business combination, respectively. Additionally, the valuation utilized a 41.7% and 43.2% volatility rate as of December 31, 2023 and 2022, respectively, and a 4.0% and 4.2% discount rate as of December 31, 2023 and 2022, respectively. As such, the Forward Purchase Agreement liability is considered to be a recurring Level 3 fair value measurement.

During the year ended December 31, 2022, the Company issued an overallotment option to the underwriter (see Note 8), the fair value of which was measured using the Black Scholes Option Pricing Model with significant unobservable inputs. The overallotment option was fully exercised on the IPO date. The fair value was based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. Therefore, the overallotment liability is considered to be a Level 3 financial instrument. The fair value of the overallotment liability at the IPO date of $52,147 was determined using the Black Scholes option pricing model based on the following assumptions:

	Risk-free interest rate					0.73%
	Dividend rate					0.00%
	Volatility					5.00%
	Expected life (in years)					0.12

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

	Forward Purchase Agreement Liability
Balance at January 1, 2023		$	2,770,000
Change in fair value of Forward Purchase Agreement Liability			15,600,000
Balance at December 31, 2023		$	18,370,000

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the year ended December 31, 2022

	Overallotment Liability			Forward Purchase Agreement Liability
Balance at January 1, 2022		$	—		$	—
Issuance of overallotment option			52,147			—
Exercise of overallotment option			(52,147)			—
Change in fair value of Forward Purchase Agreement Liability			—			2,770,000
Balance at December 31, 2022		$	—		$	2,770,000

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non — interest

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bearing and payable on the earlier of June 24, 2022 or the consummation of the Initial Public Offering. The Note totaled $0 as of December 31, 2023 and 2022, respectively. The Note balance of $354,100 as of the IPO date was repaid on May 16, 2022 from the proceeds of the Initial Public Offering not placed in the Trust Account.

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.

Due to Sponsor — related party

The Due to Sponsor — related party balance as of December 31, 2023 totaled $68,460, of which $63,600 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, 2022 of $9,960 includes $5,100 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 December 31, 2023 and 2022, the Company has no accrued interest or penalties related to uncertain tax positions. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Standards

The Company does not expect any recently issued standards to have a material impact on the Company’s 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

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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).

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 Founders Share 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 consolidated balance sheets as of December 31, 2023 and 2022, 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 years ended December 31, 2023 and 2022, the Sponsor loaned the Company $582,457 and $157,000 in Working Capital Loans, respectively. 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 December 31, 2023 and 2022, the Company had $739,457 and $157,000, respectively, borrowed under the Working Capital Loans from the Sponsor included in Convertible note — related party in the accompanying 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

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services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $120,000 and $75,000 under the agreement during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, $63,600 and $5,100, respectively, was due under the administrative support agreement, included in Due to Sponsor — related party (see Note 2) on the consolidated balance sheet.

NOTE 6 — CONVERTIBLE NOTE

During the years ended December 31, 2023 and 2022, the Company received $445,000 and $0, respectively, 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 December 31, 2023, $445,000 was due to ConnectM, included in convertible note on the consolidated balance sheet.

NOTE 7 — INCOME TAXES

The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. During the years ended December 31, 2023 and 2022, $913,808 and $240,507, respectively, of income tax expense was recorded in accompanying consolidated statements of operations. The reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2023 and 2022 is as follows:

For the year ended December 31,

	Page
FREQUENTLY USED TERMS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		6
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		24
SUMMARY HISTORICAL FINANCIAL DATA OF MCAC		40
SUMMARY HISTORICAL FINANCIAL DATA OF CONNECTM		41
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION		42
TRADING MARKET AND DIVIDENDS		45
RISK FACTORS		46
THE MEETING		103
PROPOSAL 1 – THE BUSINESS COMBINATION PROPOSAL		108
PROPOSAL 2 – THE CHARTER AMENDMENT PROPOSAL		146
PROPOSAL 2 – THE ADVISORY CHARTER AMENDMENT PROPOSALS		149
PROPOSAL 3 – THE INCENTIVE PLAN PROPOSAL		152
PROPOSAL 4 – THE NASDAQ PROPOSAL		159
PROPOSAL 5 – THE ADJOURNMENT PROPOSAL		161
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION RIGHTS AND THE BUSINESS COMBINATION		162
INFORMATION ABOUT MCAC		171
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MCAC		179
BUSINESS OF CONNECTM		185
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CONNECTM		194
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		211
DESCRIPTION OF NEW CONNECTM SECURITIES		233
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK		243
COMPARISON OF RIGHTS OF STOCKHOLDERS		244
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		255
MANAGEMENT AFTER THE MERGER		259
CONNECTM’S EXECUTIVE AND DIRECTOR COMPENSATION		265
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		269
TRADEMARKS, TRADE NAMES AND SERVICE MARKS		273
APPRAISAL RIGHTS		273
LEGAL MATTERS		273
EXPERTS		273
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		273
TRANSFER AGENT AND REGISTRAR		274
DELIVERY OF DOCUMENTS TO STOCKHOLDERS		274
STOCKHOLDER PROPOSALS		274

	For the three months ended March 31, 2024
	Pro Forma Combined
	Assuming No Redemption		Assuming Maximum Redemption
MCAC Public Warrants		9,200,000		9,200,000
MCAC Private Warrants		3,040,000		3,040,000
ConnectM Stock Options		475,022		475,022
ConnectM Warrants		77,679		77,679
Total		12,792,701		12,792,701

	For the year ended December 31, 2023
	Pro Forma Combined
	Assuming No Redemption		Assuming Maximum Redemption
MCAC Public Warrants		9,200,000		9,200,000
MCAC Private Warrants		3,040,000		3,040,000
ConnectM Stock Options		475,022		475,022
ConnectM Warrants		77,679		77,679
Total		12,792,701		12,792,701

	Page
Audited Financial Statements of Monterey Capital Acquisition Corporation
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Consolidated Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6
Notes to Consolidated Financial Statements		F-7

	Unaudited Interim Financial Statements of Monterey Capital Acquisition Corporation
	Condensed Consolidated Balance Sheet as of March 31, 2024 (unaudited) and December 31, 2023 (audited)					F-30
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited)					F-31
	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)					F-32
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)					F-33
	Notes to Consolidated Financial Statements (unaudited)					F-34

	Audited Financial Statements of ConnectM Technology Solutions, Inc.
	Report of Independent Registered Public Accounting Firm					F-57
	Financial Statements:
	Consolidated Balance Sheets as of December 31, 2023, and 2022					F-58
	Consolidated Statement of Operations for the years ended December 31, 2023, and 2022					F-59
	Consolidated Statement of Changes in Mezzanine Equity and Stockholders’ Deficit for the years ended December 31, 2023, and 2022					F-60
	Consolidated Statement of Cash Flows for the years ended December 31, 2023, and 2022					F-61
	Notes to Consolidated Financial Statements					F-62

	Unaudited Financial Statements of ConnectM Technology Solutions, Inc.
	Financial Statements:
	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (audited)					F-98
	Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2024 and 2023 (unaudited)					F-99
	Condensed Consolidated Statement of Changes in Mezzanine Equity and Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (unaudited)					F-100
	Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)					F-101
	Notes to Condensed Consolidated Financial Statements (unaudited)					F-103