Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONNECTM TECHNOLOGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 4931 87-2898342 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 2 Mount Royal Avenue, Suite 550 Marlborough, Massachusetts 01752 617-395-1333 (Ad ...

Mergers and Acquisitions - ConnectM completed a merger with Monterey Capital Acquisition Corporation, resulting in the issuance of 14,500,000 shares of common stock and becoming a publicly listed company[199]. - ConnectM's acquisition of Cambridge Energy Resources Pvt. Ltd. for approximately $1,135,000 is expected to increase India-based operations from 5% to 15% of global revenue, approximately $10,000,000 annualized, over the next twelve months[210]. - The acquisition of Amperics Holdings LLC's assets on November 3, 2025, involved 2,700,000 shares of common stock, with no cash consideration paid[229][230]. - The company acquired approximately 76 acres of land in India through the acquisition of Geo Impex LLC, which is expected to support the development of a multimodal logistics park and an AI-enabled data center campus[239]. Financial Performance - Revenues increased by $2,709,000 or 45% to approximately $8,707,000 for the three months ended September 30, 2025, driven by the new Logistics segment and geographic market expansion[258]. - For the nine months ended September 30, 2025, revenues increased by $9,826,000 or 60% to approximately $26,207,000, primarily due to the Logistics segment and service network expansion[259]. - Cost of revenues for the three months ended September 30, 2025, increased by $1,632,000 or 39% to approximately $5,832,000, largely due to the new Logistics segment[260]. - For the nine months ended September 30, 2025, cost of revenues rose by $6,336,000 or 58% to approximately $17,346,000, driven by the Logistics segment[261]. - Total other income for the three months ended September 30, 2025, was $1,823,683, a significant increase of $9,154,489 compared to the previous year[264]. Cash Flow and Financing - Net cash used in operating activities for the nine months ended September 30, 2025, was approximately $6,697,000, primarily due to a net loss of approximately $11,376,000[271]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was approximately $6,481,000, primarily from proceeds of convertible debt[276]. - The Company entered into twelve convertible note agreements in Q1 2025, raising $2,530,000 with interest rates of 20.0% per annum[207]. - A total of 15,290,930 shares were issued in exchange for $4,435,000 in secured promissory notes and convertible notes during April and May 2025[214]. - ConnectM issued 3,658,333 shares for gross proceeds of approximately $805,000 during May and June 2025[218]. Expenses and Liabilities - Selling, general and administrative expenses decreased by $1,361,000 or 31% to approximately $5,691,000 for the three months ended September 30, 2025[262]. - For the nine months ended September 30, 2025, selling, general and administrative expenses increased by $7,908,000 or 76% to approximately $18,271,000, influenced by public company costs and marketing expenses[263]. - The company extinguished certain liabilities, recognizing a gain of approximately $2,391,000 for the three months ended September 30, 2025[265]. - The Company reported a settlement agreement with Last Horizon, issuing 13,744,131 shares to resolve $8,908,000 in overdue liabilities[203]. Strategic Initiatives - The company formed Keen Labs Operations LLC on October 27, 2025, to consolidate and expand its AI and technology operations, focusing on product development and growth in energy transition, logistics, and mobility sectors[227]. - The company entered into a distribution agreement with Greentech Renewables on November 10, 2025, to expand the distribution of its high-efficiency heat pumps, expected to contribute to future sales growth starting in 2026[242][244]. - The company is evaluating the integration of acquired technology into Keen Labs and assessing potential segment reporting changes following the acquisitions[234][240]. - The company plans to finalize purchase accounting for the acquisitions within the measurement period, including the identification of identifiable intangible assets and goodwill[234][241]. Compliance and Regulations - The company anticipates increased selling, general, and administrative expenses due to scaling headcount and compliance with public company regulations[254][255]. - As of September 30, 2025, the company was required to maintain a minimum cash balance of approximately $2,499,000 under the SEPA Convertible Note[245]. - The accounting principles used in preparing the condensed consolidated financial statements conform to U.S. GAAP[283]. - The fair value of the 3(a)(10) Settlement Agreement is re-measured each reporting period, with significant assumptions impacting the concluded fair value[285]. Future Outlook - The company expects to derive future revenue from high-margin recurring products, expanded service offerings, and international expansion efforts[248]. - Future contractual obligations and commitments are based on the terms of relevant agreements and may differ from actual payments due to future events[279]. - The company incurs contractual obligations in the normal course of operations, including future cash payments under existing contracts such as debt and lease agreements[280].

[Filing Overview](index=1&type=section&id=FilingOverview) This section provides an administrative overview of the Form 8-K filing, including registrant details and its emerging growth company status [Registrant and Filing Details](index=1&type=section&id=RegistrantAndFilingDetails) This section provides the administrative details of the Form 8-K filing, identifying ConnectM Technology Solutions, Inc. as the registrant, its incorporation state, and principal executive office contact information - Registrant: **ConnectM Technology Solutions, Inc.**[1](index=1&type=chunk) - State of Incorporation: **Delaware**[1](index=1&type=chunk) - Principal Executive Offices: **2 Mount Royal Avenue, Suite 550, Marlborough, Massachusetts 01752**[2](index=2&type=chunk) [Emerging Growth Company Status](index=1&type=section&id=EmergingGrowthCompanyStatus) ConnectM Technology Solutions, Inc. has indicated its status as an 'emerging growth company' as defined under the Securities Act of 1933 and the Securities Exchange Act of 1934 - ConnectM Technology Solutions, Inc. is an **'emerging growth company'**[3](index=3&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item2.02) This section details the announcement of Q2 2025 financial results and the legal disclaimers associated with the furnished information [Q2 2025 Financial Disclosure Announcement](index=2&type=section&id=Q22025FinancialDisclosureAnnouncement) The Company announced the filing of its Quarterly Report on Form 10-Q for Q2 2025 and the issuance of a press release on September 23, 2025, which includes selected financial results for the quarter - On **September 23, 2025**, ConnectM Technology Solutions, Inc. issued a press release disclosing the filing of its **Q2 2025 Quarterly Report on Form 10-Q**, which contains selected financial results[4](index=4&type=chunk) - The press release is included as **Exhibit 99.1** to this Form 8-K[4](index=4&type=chunk) [Legal Disclaimers Regarding Information](index=2&type=section&id=LegalDisclaimers) The information provided in Item 2.02, including Exhibit 99.1, is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act, thereby limiting its liability and preventing automatic incorporation by reference into other Company filings - Information in Item 2.02, including Exhibit 99.1, is **'furnished' and not 'filed'** for purposes of **Section 18 of the Exchange Act**[5](index=5&type=chunk) - This information is not subject to liabilities under **Section 18** and is not deemed incorporated by reference into other Company filings[5](index=5&type=chunk) [Item 9.01 Exhibits](index=2&type=section&id=Item9.01) This section provides a comprehensive list of all exhibits accompanying the Form 8-K filing [Exhibits List](index=2&type=section&id=ExhibitsList) This section lists the exhibits accompanying the Form 8-K filing, which include the press release detailing Q2 2025 financial results and the interactive data file | Exhibit No. | Description | | --- | --- | | 99.1 | Press release dated September 23, 2025. | | 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) | [Signatures](index=3&type=section&id=Signatures) This section confirms the official authorization and signing of the Form 8-K report [Report Authorization](index=3&type=section&id=ReportAuthorization) The report is duly signed on behalf of ConnectM Technology Solutions, Inc. by its Chief Executive Officer, Bhaskar Panigrahi, on September 23, 2025, confirming its authorization - The report was signed on **September 23, 2025**[10](index=10&type=chunk) - Signed by **Bhaskar Panigrahi**, **Chief Executive Officer** of ConnectM Technology Solutions, Inc[10](index=10&type=chunk)

[PART I – FINANCIAL INFORMATION (unaudited)](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION%20%28unaudited%29) [Item 1. Unaudited Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including detailed notes on organization, accounting policies, acquisitions, and financial instruments [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20%28unaudited%29%20and%20December%2031%2C%202024) The balance sheets show significant increases in total assets, accounts receivable, property and equipment, goodwill, and additional paid-in capital Key Balance Sheet Metrics (USD) | Metric | June 30, 2025 (unaudited) | December 31, 2024 | | :-------------------------------- | :-------------------------- | :------------------ | | Total Assets | $21,837,977 | $12,756,542 | | Total Liabilities | $33,419,209 | $36,543,049 | | Total Stockholders' Deficit | $(11,581,232) | $(23,786,507) | | Cash | $2,658,044 | $2,407,843 | | Accounts Receivable | $5,480,311 | $1,897,471 | | Property and Equipment, net | $3,508,727 | $936,573 | | Goodwill | $5,157,376 | $1,728,108 | | Additional Paid-In Capital | $42,541,947 | $20,152,919 | | Accumulated Deficit | $(55,988,573) | $(45,426,099) | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024%20%28unaudited%29) The company reported increased revenues and gross profit but a higher net loss due to increased selling, general and administrative expenses and other expenses Key Operating and Comprehensive Loss Metrics (USD) | Metric (USD) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $8,511,491 | $5,009,124 | $17,499,834 | $10,383,031 | | Cost of Revenues | $5,538,614 | $3,039,203 | $11,513,224 | $6,809,589 | | Gross Profit | $2,972,877 | $1,969,921 | $5,986,610 | $3,573,442 | | Selling, General and Administrative Expenses | $6,292,160 | $3,013,658 | $12,579,336 | $6,031,817 | | Loss from Operations | $(3,319,283) | $(1,449,395) | $(6,592,726) | $(2,864,033) | | Total Other Income (Expense), net | $(86,825) | $(767,891) | $(3,790,721) | $(1,956,626) | | Net Loss | $(3,406,108) | $(2,217,286) | $(10,383,447) | $(4,820,659) | | Basic and Diluted Net Loss Per Share | $(0.06) | $(0.17) | $(0.24) | $(0.36) | [Condensed Consolidated Statements of Stockholders' Deficit](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Deficit%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024%20%28unaudited%29) The statements show a significant increase in common stock shares and additional paid-in capital, primarily from stock issuances for claims and acquisitions Key Stockholders' Deficit Metrics (USD) | Metric (USD) | December 31, 2024 | June 30, 2025 | | :--------------------------------------- | :------------------ | :-------------- | | Common Stock Shares | 29,093,289 | 71,631,073 | | Common Stock Amount | $2,910 | $7,163 | | Additional Paid-In Capital | $20,152,919 | $42,541,947 | | Accumulated Deficit | $(45,426,099) | $(55,988,573) | | Total Stockholders' Deficit | $(23,786,507) | $(11,581,232) | - Issuance of common stock to extinguish obligations to vendors and lenders under 3a10 plan: **10,069,573 shares** with a fair value of **$5,411,498**[19](index=19&type=chunk) - Issuance of common stock in connection with the conversion of convertible debt and accrued interest under 3(a)(9) settlement: **15,290,930 shares** with a fair value of **$7,740,915**[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024%20%28unaudited%29) Cash flows for the six months ended June 30, 2025, show increased cash used in operating activities, cash received from investing activities, and significantly increased cash from financing activities Key Cash Flow Metrics (USD) | Cash Flow Activity (USD) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,204,478) | $(2,424,368) | | Net cash received from (used in) investing activities | $285,822 | $(145,923) | | Net cash provided by financing activities | $4,204,866 | $2,219,157 | | Cash, beginning of the period | $2,407,843 | $1,160,368 | | Cash, end of the period | $2,658,044 | $819,575 | - Net cash used in operating activities increased by **73.4% to $4,204,478** for the six months ended June 30, 2025, primarily due to a net loss of **$10,383,447**, partially offset by non-cash items and changes in operating assets and liabilities[21](index=21&type=chunk)[211](index=211&type=chunk) - Net cash provided by financing activities increased by **89.5% to $4,204,866** for the six months ended June 30, 2025, driven by proceeds from convertible debt (**$3,556,000**), issuance of debt (**$735,000**), and stock subscription agreements (**$805,000**)[21](index=21&type=chunk)[215](index=215&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures for the unaudited condensed consolidated financial statements, covering business, accounting policies, and recent transactions [Note 1: Organization and Operations](index=11&type=section&id=NOTE%201%3A%20ORGANIZATION%20AND%20OPERATIONS) ConnectM Technology Solutions, Inc. operates through subsidiaries, offering decarbonization, transportation, and IIoT solutions, with financial statements reflecting a July 2024 reverse recapitalization - ConnectM offers solutions for decarbonization (energy management, weatherization, HVAC, solar, battery, EV charging), business-to-business transportation (last mile delivery), and connected operations management (IIoT platform)[22](index=22&type=chunk) - The company's offerings include an AI-driven intelligent heat pump system and display clusters, digital control units, and vehicle control units[23](index=23&type=chunk) - On July 12, 2024, the company consummated a Business Combination accounted for as a reverse recapitalization, with Legacy ConnectM deemed the accounting acquirer[24](index=24&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=13&type=section&id=NOTE%202%3A%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company's accounting policies emphasize estimates, segment reporting across four operating segments, and the treatment of business combinations and net loss per share - The company's four operating and reportable segments are: Owned Service Network, Managed Solutions, Logistics, and Transportation[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk)[42](index=42&type=chunk) - Potentially dilutive securities totaling **19,870,608** (options, warrants, convertible notes) were excluded from diluted EPS computation due to their anti-dilutive effect given the net loss position[43](index=43&type=chunk)[44](index=44&type=chunk) - The company is evaluating the potential impact of recently issued accounting pronouncements, including ASU 2023-06 (Disclosure Improvements), ASU 2024-02 (Codification Improvements), ASU 2023-09 (Income Tax Disclosures), and ASU 2024-03/2025-01 (Expense Disaggregation Disclosures)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) [Note 3: Going Concern](index=17&type=section&id=NOTE%203%3A%20GOING%20CONCERN) The company's ability to continue as a going concern is in substantial doubt due to a significant working capital deficit, ongoing net losses, and Nasdaq delisting - As of June 30, 2025, the company had a working capital deficit of approximately **$20,634,015**[50](index=50&type=chunk) - The company incurred a net loss of approximately **$10,383,447** and generated negative cash flow from operating activities of approximately **$4,204,478** for the six months ended June 30, 2025[50](index=50&type=chunk) - The company's common stock was delisted from the Nasdaq Capital Market on **May 7, 2025**, due to non-compliance with listing rules[51](index=51&type=chunk)[52](index=52&type=chunk) - The company is in technical default under the SEPA Convertible Note and four secured promissory notes due to missed scheduled payments[53](index=53&type=chunk)[54](index=54&type=chunk) [Note 4: Acquisitions](index=19&type=section&id=NOTE%204%3A%20ACQUISITIONS) In April 2025, ConnectM acquired ATS and SESB for $3.141 million in common stock and CER for a capital infusion, resulting in a bargain purchase gain and expanding services - On April 28, 2025, the company acquired Air Temp Service Co, Inc. (ATS) and Solar Energy Systems of Brevard, Inc (SESB) for approximately **$3,141,000** in common stock (**4,900,000 shares**)[58](index=58&type=chunk) - On April 25, 2025, ConnectM India acquired **100%** of Cambridge Energy Resources Pvt. Ltd. (CER) under a court-supervised insolvency resolution plan, resulting in a bargain purchase gain of approximately **$2,487,000**[60](index=60&type=chunk)[61](index=61&type=chunk) - CER expands the company's operating presence in India's rooftop solar distributed energy and telecommunications enterprise energy-management sectors, contributing approximately **$28,000** in revenue from acquisition date to June 30, 2025[64](index=64&type=chunk)[77](index=77&type=chunk) Acquired Entity Financial Summary (USD) | Acquired Entity | Acquisition Date | Total Assets Acquired | Total Liabilities Assumed | Net Assets Acquired | Goodwill | Non-controlling Interest | | :---------------- | :--------------- | :-------------------- | :------------------------ | :------------------ | :------- | :----------------------- | | ATS | April 28, 2025 | $847,645 | $861,647 | $(14,002) | $2,612,975 | — | | SESB | April 28, 2025 | $228,171 | $56,010 | $172,161 | $817,705 | — | | CER | April 25, 2025 | $5,051,773 | $2,335,748 | $2,716,025 | — | $228,520 | [Note 5: Accounts Payable](index=23&type=section&id=NOTE%205%3A%20ACCOUNTS%20PAYABLE) Accounts payable, including trade payables, accrued vendor obligations, and credit card balances, increased from December 31, 2024, to June 30, 2025 Accounts Payable and Credit Card Balances (USD) | Metric (USD) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Accounts Payable | $7,540,595 | $10,497,488 | | Credit Card Payable Balances | $733,000 | $612,000 | [Note 6: Other Payable](index=23&type=section&id=NOTE%206%3A%20OTHER%20PAYABLE) In January 2025, the company settled $8.908 million in liabilities by issuing common stock, recognizing a loss on extinguishment and triggering default events in April and May 2025 - The company entered into a 3(a)(10) Settlement Agreement in January 2025 to settle approximately **$8,908,000** in overdue liabilities by issuing common stock to Last Horizon, LLC[73](index=73&type=chunk) - A loss on extinguishment of approximately **$2,716,000** was recognized on January 29, 2025, and an additional **$1,323,000** and **$1,128,000** loss for the three and six months ended June 30, 2025, respectively, from debt-to-equity conversion[75](index=75&type=chunk)[80](index=80&type=chunk) 3(a)(10) Settlement Agreement Details (USD) | Metric (USD) | January 29, 2025 (Issuance) | June 30, 2025 | | :--------------------------------------- | :-------------------------- | :------------ | | Fair Value of 3(a)(10) Settlement Agreement | $11,624,000 | $3,645,042 | | Shares Issued to Settle Obligation (6 months) | — | 13,744,131 | - The company triggered an event of default in April 2025 for not filing its Form 10-K timely and in May 2025 for being delisted from NASDAQ[76](index=76&type=chunk) [Note 7: Convertible Debt](index=25&type=section&id=NOTE%207%3A%20CONVERTIBLE%20DEBT) The company issued $3.556 million in 2025 Convertible Notes, modified 2024 notes due to stock price volatility, and extinguished $1.84 million of notes through conversion - The company entered into eighteen 2025 Convertible Note agreements for aggregate gross proceeds of **$3,556,000**, bearing **20.0%** interest per annum[81](index=81&type=chunk)[82](index=82&type=chunk) - The fair value of the 2025 Convertible Notes was approximately **$3,556,000** at issuance and **$3,728,000** at June 30, 2025[84](index=84&type=chunk) - The 2024 Convertible Notes were modified to extend maturity and conversion option periods due to stock price volatility[87](index=87&type=chunk) - The company extinguished **$1,840,000** of outstanding 2024 Convertible Notes through conversion into common stock during the six months ended June 30, 2025[88](index=88&type=chunk) [Note 8: Debt](index=27&type=section&id=NOTE%208%3A%20DEBT) The company settled two SFR agreements, assumed $187,000 in debt from acquisitions, amended the January 2025 Seller Note, and converted $7.465 million in notes into common stock - Settled September 2024 SFR Agreement for **$25,000** cash payment, extinguishing **$69,000** balance and recording a **$12,000** gain[89](index=89&type=chunk) - Settled November 2024 SFR Agreement for **$30,000**, extinguishing **$53,000** balance and recording a **$2,000** gain[90](index=90&type=chunk) - Assumed approximately **$187,000** in debt from ATS and SESB acquisitions, classified as current[91](index=91&type=chunk) - Converted **$7,464,939** of 2024 convertible notes and promissory notes into **15,290,930 shares** of common stock under Section 3(a)(9), resulting in a total loss of approximately **$690,000**[95](index=95&type=chunk)[96](index=96&type=chunk) [Note 9: Derivative Financial Instruments](index=29&type=section&id=NOTE%209%3A%20DERIVATIVE%20FINANCIAL%20INSTRUMENTS) The company settled Share Reset Derivative Liabilities by issuing common stock and mutually terminated a Forward Purchase Agreement with Meteora for $500,000 consideration - **2,737,168 shares** were issued on February 24, 2025, with a fair value of **$1,712,005**, to settle Share Reset Derivative Liabilities[98](index=98&type=chunk) - The Amended 2024 FPA with Meteora was mutually terminated on April 2, 2025, in exchange for **$500,000** termination consideration received by the company[99](index=99&type=chunk) [Note 10: Fair Value Measurements](index=29&type=section&id=NOTE%2010%3A%20FAIR%20VALUE%20MEASUREMENTS) The company measures certain liabilities at fair value using Level 3 inputs, with significant changes observed for convertible debt and the 3(a)(10) Settlement Agreement Liabilities Measured at Fair Value (USD) | Liability (USD) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Derivative Liabilities | $3,061,948 | $4,229,478 | | 3(a)(10) Settlement Agreement | $3,645,042 | — | | Contingent Consideration | $434,174 | $434,174 | | Convertible Debt | $7,195,476 | $8,542,323 | | Total Liabilities at Fair Value | $14,336,640 | $13,205,975 | - The change in fair value on convertible debt resulted in a loss of approximately **$733,783** for the three months and **$1,053,478** for the six months ended June 30, 2025[105](index=105&type=chunk) - The fair value of the 3(a)(10) Settlement Agreement was determined using a Monte Carlo simulation, resulting in a loss of **$1,115,594** for the three months and **$617,966** for the six months ended June 30, 2025[111](index=111&type=chunk)[112](index=112&type=chunk) - The fair value of derivative liabilities decreased from **$4,229,478** at December 31, 2024, to **$3,061,948** at June 30, 2025, with a change in fair value resulting in a loss of **$544,209** for the six months ended June 30, 2025[100](index=100&type=chunk)[101](index=101&type=chunk)[114](index=114&type=chunk) [Note 11: Related Party Transactions](index=33&type=section&id=NOTE%2011%3A%20RELATED%20PARTY%20TRANSACTIONS) The company engaged in various transactions with related parties, including converting liabilities into common stock, settling share reset adjustments, and generating revenue from managed solutions customers - The Sponsor of MCAC converted approximately **$555,000** of unsecured promissory notes and **$132,000** of accounts payable into **343,248 shares** of common stock in September 2024[118](index=118&type=chunk) - Related Party Investors received one-time share reset adjustments, settled during Q1 2025 through the issuance of **1,460,130** and **795,675 shares** of common stock[121](index=121&type=chunk) Related Party Managed Solutions Revenue and Expenses (USD) | Metric (USD) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--------------------------------------- | :------------------------------- | :----------------------------- | | Revenue from Related Party Managed Solutions Customers | $131,000 | $346,000 | | Cost of Revenues from Related Party Managed Solutions Customers | $66,000 | $266,000 | | SG&A from Related Party Managed Solutions Customers | $47,000 | $66,000 | - The company's CEO holds promissory notes with principal balances of approximately **$83,000** (2016 note) and **$93,000** (2024 note), incurring interest expense of **$10,300** for the six months ended June 30, 2025[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) [Note 12: Commitments and Contingencies](index=37&type=section&id=NOTE%2012%3A%20COMMITMENTS%20AND%20CONTINGENCIES) The company is involved in routine legal proceedings and a specific litigation related to the Florida Solar acquisition, asserting counterclaims, and has an employment agreement settlement pending - The company is a defendant in a lawsuit (Zrallack and RJZ Holdings LLC v. Aurai LLC, ConnectM Florida RE LLC, and Florida Solar Products, Inc.) alleging breach of stock purchase agreement, promissory notes, and a services agreement related to the 2022 acquisition of Florida Solar[132](index=132&type=chunk)[133](index=133&type=chunk) - In January 2025, the company entered into a settlement agreement for an employment dispute, requiring the issuance of **26,087 shares** of common stock, subject to certain conditions[135](index=135&type=chunk) [Note 13: Employee Retention Credit (ERC)](index=37&type=section&id=NOTE%2013%3A%20EMPLOYEE%20RETENTION%20CREDIT%20%28ERC%29) In March 2025, the company received IRS approval for Employee Retention Credit claims totaling $279,524, recognized as other income for the six months ended June 30, 2025 - The company received IRS approval for ERC claims totaling **$279,524** in March 2025[136](index=136&type=chunk) - The full amount of **$279,524** (net of service fees) was recognized within Other income (expense), net for the six months ended June 30, 2025[136](index=136&type=chunk)[137](index=137&type=chunk) [Note 14: Revenues](index=39&type=section&id=NOTE%2014%3A%20REVENUES) The company's revenue increased significantly for both the three and six months ended June 30, 2025, primarily from the United States and India, with a slight decrease in contract assets Revenues by Geographic Area (USD) | Geographic Area | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | United States | $7,734,601 | $4,580,577 | $15,988,957 | $9,673,721 | | India | $776,890 | $428,547 | $1,510,877 | $709,310 | | Total Revenues | $8,511,491 | $5,009,124 | $17,499,834 | $10,383,031 | Contract Asset Activity (USD) | Contract Asset Activity (USD) | Amount | | :---------------------------- | :----- | | Balance as of December 31, 2024 | $206,750 | | Net change during the six months ended June 30, 2025 | $(22,227) | | Balance as of June 30, 2025 | $184,523 | [Note 15: Income Taxes](index=39&type=section&id=NOTE%2015%3A%20INCOME%20TAXES) The company recorded no income tax expense or benefit due to net operating losses and maintains a full valuation allowance against its net deferred tax assets - The company's tax rate for the three and six months ended June 30, 2025, was **21%**, in line with the federal statutory rate[141](index=141&type=chunk) - No income tax expense (benefit) was recorded for the three and six months ended June 30, 2025 and 2024, due to net operating losses[143](index=143&type=chunk) - A full valuation allowance is maintained against net deferred tax assets as of December 31, 2024, and June 30, 2025, due to a history of cumulative net losses[144](index=144&type=chunk) [Note 16: Inventory](index=39&type=section&id=NOTE%2016%3A%20INVENTORY) The company's inventory, comprising parts and finished goods, increased from December 31, 2024, to June 30, 2025 Inventory Components (USD) | Inventory Component (USD) | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Parts | $257,994 | $164,131 | | Finished Goods | $631,183 | $386,564 | | Total | $889,177 | $550,695 | [Note 17: Reportable Segments](index=41&type=section&id=NOTE%2017%3A%20REPORTABLE%20SEGMENTS) The company operates four reportable segments, with Owned Service Network and Logistics driving revenue growth, while Corporate expenses contributed significantly to the overall loss from operations Segment Performance and Assets (USD) | Segment (USD) | Revenues (3M Q2 2025) | Revenues (6M Q2 2025) | Loss from Operations (3M Q2 2025) | Loss from Operations (6M Q2 2025) | Total Assets (June 30, 2025) | | :-------------------- | :-------------------- | :-------------------- | :-------------------------------- | :-------------------------------- | :--------------------------- | | Owned Service Network | $4,445,226 | $8,692,767 | $(1,079,549) | $(2,131,955) | $9,422,417 | | Managed Solutions | $608,951 | $2,365,319 | $(92,996) | $(110,586) | $1,803,751 | | Logistics | $2,874,783 | $5,412,213 | $172,475 | $347,354 | $3,380,374 | | Transportation | $582,531 | $1,029,535 | $(7,710) | $(96,627) | $6,331,671 | | Corporate | — | — | $(2,311,503) | $(4,600,912) | $899,764 | | Total | $8,511,491 | $17,499,834 | $(3,319,283) | $(6,592,726) | $21,837,977 | - Total assets located outside the United States increased significantly from approximately **$1,260,000** at December 31, 2024, to **$6,332,000** at June 30, 2025[147](index=147&type=chunk) - For the three and six months ended June 30, 2025, one customer represented more than **10%** of total company revenue[147](index=147&type=chunk) [Note 18: Stock-Based Compensation](index=44&type=section&id=NOTE%2018%3A%20STOCK-BASED%20COMPENSATION) During May and June 2025, the company issued 585,000 shares of common stock to advisors (fair value $133,000) and 1,622,222 shares to directors and employees (fair value $372,000) as one-time grants for past services - Issued **585,000 shares** of common stock to advisors with a fair value of approximately **$133,000**[149](index=149&type=chunk) - Issued **1,622,222 shares** of common stock to directors and employees with a fair value of approximately **$372,000** for past services[149](index=149&type=chunk) [Note 19: Subsequent Events](index=44&type=section&id=NOTE%2019%3A%20SUBSEQUENT%20EVENTS) Subsequent events include the issuance of $1.9 million in Q3 2025 Convertible Notes, shareholder approval for a reverse stock split (terms not finalized), ongoing technical default under the SEPA Convertible Note, and further amendments to the January 2025 Seller Note extending its maturity - From July 1, 2025, to the filing date, the company issued five convertible note agreements (Q3 2025 Convertible Notes) for aggregate gross proceeds of **$1,900,000**[151](index=151&type=chunk) - Shareholders approved a reverse stock split and issuance of up to **25,000,000 shares** via a standby equity purchase agreement on April 11, 2025, with terms not yet finalized[152](index=152&type=chunk) - The company remains in technical default under the SEPA Convertible Note due to missed payments and untimely SEC filings, with ongoing discussions for resolution[154](index=154&type=chunk) - The January 2025 Seller Note was amended twice in July and August 2025, extending its maturity date to **September 30, 2025**, and increasing the interest rate[155](index=155&type=chunk)[156](index=156&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, including its business model, recent developments, and liquidity [Executive Overview](index=47&type=section&id=Executive%20Overview) ConnectM Technology Solutions, Inc. is a public company focused on connecting and powering next-generation equipment, mobility, and distributed energy through its AI-driven Energy Intelligence Network platform - ConnectM became a publicly listed company on **July 12, 2024**, following a Business Combination with Monterey Capital Acquisition Corporation (MCAC)[159](index=159&type=chunk) - The company delivers an AI-driven Energy Intelligence Network (EIN) platform for residential and commercial service providers and OEMs to optimize energy efficiency and operational performance[160](index=160&type=chunk) - Revenue is derived from the sale of hardware, software, and services across four business segments: Owned Service Network, Managed Solutions, Transportation, and Logistics[163](index=163&type=chunk) [Recent Developments](index=47&type=section&id=Recent%20Developments) Recent developments include settling $8.908 million in liabilities, acquiring CER, ATS, and SESB, Nasdaq delisting, and various debt and equity financing activities - The company settled **$8,908,000** in overdue liabilities with Last Horizon, LLC, by issuing **13,744,131 shares** of common stock under a 3(a)(10) Settlement Agreement[164](index=164&type=chunk) - Acquired Cambridge Energy Resources Pvt. Ltd. (CER) on April 25, 2025, expanding India operations and projecting an increase from **5% to 15%** of global revenue (approximately **$10,000,000** annualized) over the next twelve months[170](index=170&type=chunk) - Acquired Air Temp Service Co, Inc. (ATS) and Solar Energy Systems of Brevard, Inc (SESB) on April 28, 2025, for **4,900,000 shares** of common stock valued at approximately **$3,141,000**[171](index=171&type=chunk) - The company's common stock was delisted from the Nasdaq Capital Market on **May 7, 2025**[173](index=173&type=chunk) - Issued **15,290,930 shares** of common stock with a fair value of **$8,224,386** in exchange for **$7,464,939** of secured promissory notes and convertible notes during April and May 2025[174](index=174&type=chunk) [Comparability of Financial Information](index=51&type=section&id=Comparability%20of%20Financial%20Information) The company's historical financial results may not be comparable to current results due to the July 2024 Business Combination and the transition to a public company - Historical financial statements may not be comparable due to the Business Combination on **July 12, 2024**, and becoming a public company[184](index=184&type=chunk) - Expects to incur additional annual expenses as a public company for directors' and officers' liability insurance, director fees, and increased accounting, legal, and administrative resources[184](index=184&type=chunk) [Key Factors Affecting Operating Results](index=51&type=section&id=Key%20Factors%20Af%20ecting%20Operating%20Results) Future success depends on expanding high-margin recurring revenue products, leveraging existing networks, enhancing software and AI capabilities, and continuing international expansion - Future revenue is expected from existing high-margin recurring revenue products and expanded service offerings[187](index=187&type=chunk) - Growth drivers include expanding existing software and AI capabilities to solve pain points and increase profitability for B2B customers[187](index=187&type=chunk) - An expanded customer base through client referrals and a customized sales process, along with continued international expansion, are key to future success[187](index=187&type=chunk) [Reportable Segments](index=53&type=section&id=Reportable%20Segments) The company operates four reportable segments: Owned Service Network, Managed Solutions, Logistics, and Transportation, each with distinct offerings for electrification, services, and connected operations - Owned Service Network: Provides installation and maintenance for electrified heating/cooling and distributed energy solutions, connected to an AI-driven energy intelligence platform[193](index=193&type=chunk) - Managed Solutions: Offers third-party service providers access to HR management, procurement, omnichannel marketing, lead generation, and short-term working capital loans[193](index=193&type=chunk) - Logistics: Facilitates business-to-business transportation of heavy goods using a last-mile delivery platform and software[193](index=193&type=chunk) - Transportation: Manages connected operations using an IIoT platform to remotely monitor and control equipment performance for OEMs and enterprise customers[193](index=193&type=chunk) [Key Components of Our Results of Operations](index=53&type=section&id=Key%20Components%20of%20Our%20Results%20of%20Operations) Revenue is recognized from equipment/product sales, installation, and services, while Cost of Revenue and Selling, General and Administrative expenses cover personnel, facilities, and public company operating costs - Revenue sources include equipment and product sales, installation, service agreements, managed services, and delivery services[188](index=188&type=chunk) - Cost of Revenue comprises personnel-related expenses, facility costs, and expenses for equipment and professional services[191](index=191&type=chunk) - Selling, General and Administrative expenses include personnel, depreciation, amortization, allocated facility costs, professional services (legal, audit, accounting), and public company compliance costs, which are expected to increase[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - Other income (expense), net, includes interest expense, fair value changes of convertible debt and derivatives, gains/losses on debt extinguishment, bargain purchase gains, and miscellaneous income/expenses[195](index=195&type=chunk) [Results of Operations](index=55&type=section&id=Results%20of%20Operations) The company experienced significant revenue growth but also substantial increases in Cost of Revenues and Selling, General and Administrative expenses, leading to higher operating and net losses [Revenues](index=55&type=section&id=Revenues) Revenues increased by 69.9% to $8.551 million for the three months and by 68.5% to $17.499 million for the six months ended June 30, 2025, primarily due to the new Logistics segment and expansion of the Owned Service Network Revenue Growth Analysis (USD) | Period | Revenues (2025) | Revenues (2024) | Change ($) | Change (%) | | :----------------------------- | :-------------- | :-------------- | :--------- | :--------- | | Three Months Ended June 30 | $8,511,491 | $5,009,124 | $3,502,367 | 69.9% | | Six Months Ended June 30 | $17,499,834 | $10,383,031 | $7,116,803 | 68.5% | - The increase in revenues was primarily driven by the new Logistics segment (approximately **$2,875,000** for three months, **$5,412,000** for six months) and expanding Owned Service Network[196](index=196&type=chunk)[197](index=197&type=chunk) [Expenses](index=55&type=section&id=Expenses) Cost of Revenues and Selling, General and Administrative expenses surged for both periods, mainly due to the Logistics segment, public company operating costs, and Owned Service Network expansion Expense Analysis (USD) | Expense Category | Period | 2025 Amount | 2024 Amount | Change ($) | Change (%) | | :----------------------- | :----------------------------- | :---------- | :---------- | :--------- | :--------- | | Cost of Revenues | Three Months Ended June 30 | $5,538,614 | $3,039,203 | $2,499,411 | 82.2% | | | Six Months Ended June 30 | $11,513,224 | $6,809,589 | $4,703,635 | 69.1% | | Selling, General and Administrative Expenses | Three Months Ended June 30 | $6,292,160 | $3,013,658 | $3,278,502 | 108.8% | | | Six Months Ended June 30 | $12,579,336 | $6,031,817 | $6,547,519 | 108.5% | - Cost of Revenues increase was primarily driven by the new Logistics segment, adding approximately **$2,162,000** for the three months and **$4,172,000** for the six months ended June 30, 2025[198](index=198&type=chunk)[201](index=201&type=chunk) - SG&A increase was primarily due to increased operating costs associated with becoming a public company (approximately **$1,737,000** for three months, **$3,020,000** for six months), Logistics segment expenses (approximately **$589,000** for three months, **$942,000** for six months), and increased marketing in the Owned Service Network segment[202](index=202&type=chunk)[203](index=203&type=chunk) [Other Income (Expense)](index=57&type=section&id=Other%20Income%20%28Expense%29) Other income (expense) for the three and six months ended June 30, 2025, was significantly impacted by a $1.599 million and $4.106 million loss on extinguishment of debt, fair value changes in derivatives and convertible debt, and a $2.487 million bargain purchase gain. Interest expense decreased, and the company recognized $279,524 from Employee Retention Credit claims - Loss on extinguishment of debt was approximately **$1,599,000** for the three months and **$4,106,000** for the six months ended June 30, 2025[204](index=204&type=chunk) - Recognized a bargain purchase gain of approximately **$2,487,000** during the three and six months ended June 30, 2025[205](index=205&type=chunk) - Interest expense decreased by approximately **$539,000** (three months) and **$557,000** (six months) due to a decrease in debt from conversions[206](index=206&type=chunk) - Recognized **$279,524** from Employee Retention Credit (ERC) claims for the six months ended June 30, 2025[207](index=207&type=chunk) [Liquidity and Capital Resources](index=57&type=section&id=Liquidity%20and%20Capital%20Resources) The company's ability to continue as a going concern is in substantial doubt due to its working capital deficit, net losses, and negative operating cash flow - Substantial doubt exists about the company's ability to continue as a going concern for twelve months from the report's issuance date[208](index=208&type=chunk) - As of June 30, 2025, the company was required to maintain a minimum cash balance of approximately **$1,666,000**[209](index=209&type=chunk) [Cash Flows](index=58&type=section&id=Cash%20Flows) Cash flows for the six months ended June 30, 2025, show increased cash used in operating activities, a shift to cash received from investing activities, and a significant increase in cash from financing activities [Net cash used in operating activities](index=58&type=section&id=Net%20cash%20used%20in%20operating%20activities) Net cash used in operating activities increased to approximately $4.204 million for the six months ended June 30, 2025, primarily due to a higher net loss and increased operating expenses, partially offset by non-cash adjustments and cash provided by changes in operating assets and liabilities Net Cash Used in Operating Activities (USD) | Metric (USD) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net cash used in operating activities | $(4,204,478) | $(2,424,368) | $(1,780,110) | 73.4% | - Primary drivers for cash used in operating activities in 2025 included a net loss of approximately **$10,383,000** and increased operating expenses, partially offset by **$4,350,000** of non-cash items (e.g., loss on extinguishment of debt, fair value changes) and **$1,829,000** from changes in operating assets and liabilities[211](index=211&type=chunk) [Net cash used in investing activities](index=58&type=section&id=Net%20cash%20used%20in%20investing%20activities) Net cash received from investing activities was approximately $286,000 for the six months ended June 30, 2025, a significant change from the $146,000 used in the prior year, driven by cash receipts from non-controlling interest offsetting capitalized software and property/equipment purchases Net Cash Received From (Used In) Investing Activities (USD) | Metric (USD) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :--------------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net cash received from (used in) investing activities | $285,822 | $(145,923) | $431,745 | (295.9)% | - Investing activities in 2025 included capitalized software development costs of approximately **$292,000** and property and equipment purchases of approximately **$24,000**, offset by cash receipt of non-controlling interest of **$560,000**[213](index=213&type=chunk) [Net cash provided by financing activities](index=58&type=section&id=Net%20cash%20provided%20by%20financing%20activities) Net cash provided by financing activities increased to approximately $4.205 million for the six months ended June 30, 2025, primarily from proceeds of convertible debt, debt issuance, and stock subscription agreements, partially offset by debt and lease repayments Net Cash Provided by Financing Activities (USD) | Metric (USD) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net cash provided by financing activities | $4,204,866 | $2,219,157 | $1,985,709 | 89.5% | - Financing activities in 2025 included proceeds from convertible debt (**$3,556,000**), debt issuance (**$735,000**), and stock subscription agreements (**$805,000**), offset by debt repayments (**$1,267,000**) and payments on convertible notes and finance leases (**$124,000**)[215](index=215&type=chunk) [Off-Balance Sheet Arrangements](index=58&type=section&id=Of%20-Balance%20Sheet%20Arrangements) The company did not have any off-balance sheet arrangements during the periods presented and currently has none - The company did not have any off-balance sheet arrangements during the periods presented and currently has none[217](index=217&type=chunk) [Commitments and Contractual Obligations](index=60&type=section&id=Commitments%20and%20Contractual%20Obligations) The company incurs contractual obligations and financial commitments in the normal course of operations and financing activities, with details provided in the accompanying financial statement notes - Future contractual obligations and commitments are based on relevant agreements and U.S. GAAP classification, with details available in Notes 5, 6, 7, and 8 of the financial statements[218](index=218&type=chunk)[219](index=219&type=chunk) [Critical Accounting Policies and Significant Management Estimates](index=60&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Management%20Estimates) No material changes to critical accounting policies occurred, except for the valuation of the 3(a)(10) Settlement Agreement, a variable share settled obligation measured at fair value - No material changes to critical accounting policies since the 2024 Annual Report on Form 10-K, except as disclosed[220](index=220&type=chunk) - The 3(a)(10) Settlement Agreement is a variable share settled obligation measured at fair value each period using a Monte Carlo simulation model, with changes recognized in income[221](index=221&type=chunk)[222](index=222&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is omitted as it is not required for a smaller reporting company - This item is omitted as it is not required for a smaller reporting company[223](index=223&type=chunk) [Item 4. Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses, with a remediation plan initiated and no material changes during the quarter [Evaluation of Disclosure Controls and Procedures](index=60&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting, with a remediation plan underway - Disclosure controls and procedures were not effective as of **June 30, 2025**, due to material weaknesses in internal control over financial reporting[224](index=224&type=chunk) - Management has initiated a remediation plan to address these material weaknesses, including strengthening financial reporting resources and enhancing documentation[225](index=225&type=chunk) [Changes in Internal Control over Financial Reporting](index=60&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the quarter ended **June 30, 2025**[226](index=226&type=chunk) [PART II – OTHER INFORMATION](index=61&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal proceedings and a specific lawsuit concerning the 2022 Florida Solar acquisition, where plaintiffs allege contract breaches - The company is subject to various routine litigation and regulatory matters in the ordinary course of business[228](index=228&type=chunk) - A lawsuit was filed on **February 26, 2024**, by Robert Zrallack and RJZ Holdings LLC against the company's subsidiaries (Aurai LLC, ConnectM Florida RE LLC, and Florida Solar Products, Inc.) alleging contract claims related to the 2022 Florida Solar acquisition[229](index=229&type=chunk)[230](index=230&type=chunk) - The company believes the plaintiffs' claims have no merit and plans to assert counterclaims; the case is currently in arbitration[133](index=133&type=chunk)[230](index=230&type=chunk) [Item 1A. Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the comprehensive risk factors detailed in the company's Form 10-K for the year ended December 31, 2024, with no material changes noted - Readers should carefully consider the risk factors discussed in Part I, Item 1A of the Form 10-K for the year ended **December 31, 2024**[232](index=232&type=chunk) - No material changes to the risk factors have occurred, except for updates provided elsewhere in this Quarterly Report on Form 10-Q[232](index=232&type=chunk) [Item 2. Unregistered Sale of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sale%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Between January 1, 2025, and the filing date, the company issued 42,537,784 shares of common stock in unregistered transactions for equity compensation, debt-to-equity exchanges, and acquisitions - The company issued an aggregate of **42,537,784 shares** of common stock in unregistered transactions between **January 1, 2025**, and the filing date[233](index=233&type=chunk) - Issuances included **2,207,222 shares** for equity compensation, **18,028,098 shares** for debt-to-equity exchanges/conversions, **4,900,000 shares** for an acquisition, and **3,658,333 shares** for common stock subscription agreements[233](index=233&type=chunk) - Exemptions from registration used include Section 4(a)(2), Rule 701, Section 3(a)(9), Section 3(a)(10), and Rule 506(b) of Regulation D[234](index=234&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk) [Item 3. Defaults Upon Senior Securities](index=63&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There are no defaults upon senior securities to report - None[237](index=237&type=chunk) [Item 4. Mine Safety Disclosures](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[238](index=238&type=chunk) [Item 5. Other Information](index=63&type=section&id=Item%205.%20Other%20Information) There is no other information to report in this section - None[239](index=239&type=chunk) [Item 6. Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of this Quarterly Report on Form 10-Q, including certificates of designations, various note agreements, certifications, and XBRL documents - Exhibits include Certificates of Designations for Series A and B Convertible Preferred Stock, forms for Q1, Q2, and Q3 2025 Convertible Notes, Note Exchange Agreement, Promissory Note Agreement, Amendment of Business Loan and Security Agreement, and certifications from executive officers[240](index=240&type=chunk) - Also included are Inline XBRL Instance Document and related Taxonomy Extension documents[240](index=240&type=chunk) [Signatures](index=65&type=section&id=Signatures) This section contains the required signatures of the company's principal executive officer, principal financial officer, and directors, certifying the filing of the report - The report is signed by Bhaskar Panigrahi (Chief Executive Officer and Chairman), Mahesh Choudhury (Principal Financial Officer), Bala Padmakumar (Vice Chairman), Kathy Cuocolo (Director), Stephen Markscheid (Director), and Gautam Barua (Director)[243](index=243&type=chunk)[245](index=245&type=chunk) - All signatures are dated **September 16, 2025**[243](index=243&type=chunk)[245](index=245&type=chunk)

Financial Performance and Concerns - The company has incurred substantial losses since inception, with expectations to continue incurring significant losses for the foreseeable future [92]. - The independent auditor's report raises substantial doubt about the company's ability to continue as a going concern [93]. - ConnectM incurred net losses of approximately $23 million and $9 million for the twelve months ended December 31, 2024 and 2023, respectively [134]. - As of December 31, 2024, ConnectM had an accumulated deficit of $45.4 million [135]. - ConnectM expects to incur additional losses and higher operating expenses for the foreseeable future [135]. - The company has never paid dividends and does not anticipate paying dividends in the foreseeable future [99]. - The company reported material errors in its audited financial statements for the year ended December 31, 2024, due to deficiencies in controls over complex accounting topics and revenue recognition [214][215]. - ConnectM's effective tax rate may fluctuate due to expansion plans and operating losses in jurisdictions without tax benefits [288]. Stock and Market Dynamics - The market price of the common stock fluctuated from a low of $0.67 per share to a high of $12.47 per share over the past year [97]. - A significant portion of the common stock is restricted from immediate resale, which could impact market price [100]. - The trading market for the common stock may not be sustained, affecting liquidity and price [107]. - The market price of ConnectM's common stock is likely to be highly volatile, influenced by various factors including competition and regulatory changes [116]. - The exercise price for the Public Warrants is $11.50 per share, with no assurance that they will be in the money during their exercise period [109]. - The company may issue additional shares of common stock or other equity securities without stockholder approval, potentially diluting existing ownership interests [105]. Operational Risks and Challenges - ConnectM is required to purchase unsold Recycled Shares from Meteora at the Maturity Date, which could significantly reduce cash reserves [113]. - If ConnectM pays the Maturity Consideration in cash, it would reduce the cash available for operations, adversely affecting investment capabilities [115]. - The company faces risks from limited suppliers for MEE components, which could lead to production delays and increased costs if suppliers are acquired or face issues [144]. - The backlog of orders is subject to unexpected adjustments and cancellations, which may not translate into actual revenue [148]. - The company has incurred operating losses before income taxes in the past and plans to increase spending to finance operational expansion, which may not lead to rapid revenue growth [168]. - The company is exposed to risks from severe weather conditions that can disrupt operations and impact financial performance [185]. - The management team has limited experience in operating a public company, which may hinder effective management and compliance with regulatory requirements [179]. Market and Competitive Landscape - The company's growth strategy relies on the widespread adoption of Modern Energy Economy (MEE) Systems, Technology, and Services, with future success being uncertain due to market evolution [136]. - Intense competition in the MEE industry may reduce market share and profitability, as competitors include both similar service providers and traditional utilities with greater resources [137]. - The company's growth may be adversely affected by competition from traditional energy companies and other renewable energy providers, which have greater resources and regulatory advantages [244]. - A reduction in utility electricity prices could make ConnectM's MEE systems less economically attractive, limiting customer acquisition and growth [253]. Regulatory and Compliance Issues - The company faces risks related to compliance with laws governing direct-to-home sales, which could impact its ability to compete effectively [166]. - The company may face increased costs and operational challenges due to the need for compliance with evolving laws and regulations affecting its business [182]. - ConnectM's ability to maintain competitive pricing is threatened by potential decreases in retail prices of electricity from traditional utilities or other renewable sources [252]. Technology and Innovation - The company is dependent on maintaining proprietary technology for its service offerings, and failure to do so could harm its competitive position and revenue [164]. - ConnectM's future growth is highly dependent on the rapid electrification of homes and the adoption of electric vehicles (EVs) by consumers and businesses [224]. - The company plans to incur significant research and development costs to develop new products and enhance existing ones, which may impact profitability [259]. - ConnectM's success in the electrification market depends on its ability to develop new products and innovations in response to rapid technological changes and regulatory requirements [232]. Customer and Market Demand - Customer satisfaction is critical; inadequate support could harm ConnectM's reputation and financial condition [281]. - ConnectM's business relies on customer subscription renewals; failure to do so could adversely affect operating results [282]. - Subscription revenue is recognized ratably over contract terms, meaning declines in new or renewed subscriptions will impact future revenue [284]. - Electrification rebates for low- and moderate-income households cover up to $1,600 for weatherization projects, potentially increasing demand for home energy assessment services [227]. Internal Control and Governance - ConnectM has identified material weaknesses in its internal control over financial reporting, which could lead to inaccurate or untimely financial reporting and adversely affect its stock price [212]. - ConnectM's internal control deficiencies are attributed to inadequate staffing, which has hindered the company's ability to maintain effective controls [216]. - The company cannot assure that its remediation efforts will be sufficient to prevent future material weaknesses in its internal controls [219].

[Form 8-K Current Report](index=1&type=section&id=Form%208-K) This report details significant events including financial results, revenue guidance, and a list of exhibits [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) ConnectM Technology Solutions, Inc. announced selected financial results for its EV Solutions and OEM Business segments for FY2024 - The company announced selected financial results for the fiscal year ended December 31, 2024, specifically for its EV Solutions and OEM Business segments[6](index=6&type=chunk) - The financial results were disclosed in a press release dated February 18, 2025, which is attached as Exhibit 99.1[6](index=6&type=chunk) - The information provided under this item is not considered "filed" under Section 18 of the Securities Exchange Act of 1934 and is not subject to the liabilities of that section[7](index=7&type=chunk) [Item 7.01 Regulation FD Disclosure](index=2&type=section&id=Item%207.01%20Regulation%20FD%20Disclosure) The company issued a press release providing preliminary revenue guidance for Q1 2025, furnished under Regulation FD - The company issued a press release on February 20, 2025, to announce preliminary revenue guidance for the first quarter ending March 31, 2025[8](index=8&type=chunk) - The press release containing the guidance is included as Exhibit 99.2[8](index=8&type=chunk) - The information disclosed under Regulation FD is explicitly labeled as "furnished" and not "filed" for the purposes of Section 18 of the Exchange Act[9](index=9&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Exhibits) This section lists the exhibits filed with the Form 8-K, including press releases and the Cover Page Interactive Data File List of Exhibits | Exhibit Number | Description | | :--- | :--- | | 99.1 | Press Release dated February 18, 2025 | | 99.2 | Press Release dated February 20, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |

Financial Performance - For the three months ended March 31, 2024, the Company reported a net loss of $9,631,284, primarily due to $860,772 in general and administrative costs and a $9,580,000 loss on the change in fair value of the Forward Purchase Agreement liability[200] - The Forward Purchase Agreement liability was estimated at $27,950,000 as of March 31, 2024, reflecting a loss of $9,580,000 on the change in fair value for the three months ended March 31, 2024[210] - The Company has generated non-operating income of $1,034,171 from dividend and interest income earned in the Trust Account for the three months ended March 31, 2024[200] IPO and Funding - The Initial Public Offering (IPO) generated gross proceeds of $92 million from the sale of 9,200,000 units at $10.00 per unit, with offering costs of approximately $8.7 million[169] - The Company raised an additional $3.04 million from the private placement of 3,040,000 warrants at $1.00 each[172] - The Sponsor sold 600,000 Founder Shares to ten Anchor Investors at the IPO date, generating proceeds of $4,860[225] Business Combination - The Company entered into a Merger Agreement with ConnectM Technology Solutions, Inc., which is expected to be completed through a merger with a wholly owned subsidiary[190] - The Company is required to complete a Business Combination by November 13, 2024, or face potential dissolution[197] - The Company has extended the deadline for consummating its Business Combination to November 13, 2024, with provisions for additional monthly extensions[191] - The Company has conducted multiple extensions of the Business Combination deadline, with the latest extension being to June 13, 2024[187] - The Company has the option to extend the Business Combination deadline by depositing up to $414,000 for each one-month extension, totaling up to $2,484,000 for six extensions[191] Compliance and Regulatory Issues - The Company received a notice of non-compliance with Nasdaq Listing Rule 5450(a)(2) due to having fewer than 400 total holders, with a compliance plan required within 45 days[189] - The Company has identified material weaknesses in internal controls over financial reporting, including issues with the accuracy and completeness of SEC filings and financial data[231] - There have been no changes in internal control over financial reporting that materially affect the Company, aside from those related to remediation efforts[235] Working Capital and Loans - As of March 31, 2024, the Company had $1,119,457 borrowed under the Working Capital Loans from the Sponsor, an increase from $739,457 as of December 31, 2023[227] - The Company has incurred $1,119,457 in Working Capital Loans as of March 31, 2024, which may be converted into warrants at a price of $1.00 per warrant[195] - The Sponsor loaned the Company $380,000 in Working Capital Loans during the three months ended March 31, 2024, to be repaid upon consummation of a Business Combination[227] Liquidity and Cash Position - As of March 31, 2024, the Company had cash in the Trust Account amounting to $80,714,142, intended for completing its initial business combination[196] - As of November 6, 2023, approximately $20,961,169 was redeemed from the Trust Account, leaving approximately $77,333,961 remaining[182] - As of December 31, 2023, the Company reported a working capital deficit of $8,905,721[193] Internal Controls and Remediation - Remediation efforts are ongoing to address identified material weaknesses, including additional review procedures for legal agreements and financial data[233] - The Company plans to implement additional oversight of cash availability for operational needs as part of its internal control improvements[236] - The Company expects to incur expenses related to being a public company, including legal and financial reporting costs, as well as due diligence expenses[194] Operational Status - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of its business combination[194] - The Company incurred $30,000 under the administrative support agreement during the three months ended March 31, 2024, with $93,600 due as of March 31, 2024[204] - The Company has incurred deferred underwriting fees of approximately $3.7 million, payable only if a business combination is completed[169]

Financial Performance - For the year ended December 31, 2023, the company reported a net loss of $14,943,203, compared to a net loss of $3,763,638 for the year ended December 31, 2022, representing an increase in net loss of approximately 297%[383]. - General and administrative costs increased to $2,980,863 in 2023 from $2,098,401 in 2022, reflecting a rise of about 42% due to increased activities in preparation for the proposed Business Combination[383]. - The company recognized a loss of $15,600,000 on the change in fair value of the Forward Purchase Agreement liability for the year ended December 31, 2023, compared to a loss of $2,770,000 in 2022, indicating a significant increase in loss of approximately 463%[392]. - Dividend and interest income earned in the Trust Account increased to $4,551,468 in 2023 from $1,289,804 in 2022, marking an increase of approximately 253% due to higher interest rates and a larger average principal balance[383]. Capital Structure and Funding - The Initial Public Offering (IPO) generated gross proceeds of $92 million from the sale of 9,200,000 units at $10.00 per unit, with offering costs of approximately $8.7 million[358]. - As of December 31, 2023, the Company had cash in the Trust Account amounting to $78,702,824, intended for the completion of its initial business combination[377]. - Stockholders redeemed 1,961,875 shares of Class A Common Stock for approximately $20,961,169, leaving approximately $77,333,961 in the Trust Account after the redemption[370]. - The Company has a working capital deficit of $6,843,119 as of December 31, 2023[374]. - The Company has received $739,457 in Working Capital Loans, with an additional $445,000 in loans from ConnectM during the year ended December 31, 2023[376]. - As of December 31, 2023, the company had $739,457 in Working Capital Loans from the Sponsor, up from $157,000 in 2022, reflecting an increase of approximately 370%[406]. - The company has committed to pay $3,680,000 in deferred underwriting commissions to the underwriter, contingent upon the completion of an initial business combination[385]. Business Combination and Future Outlook - The Company extended the deadline to consummate its Business Combination to May 13, 2024, with provisions for additional one-month extensions[363]. - The Merger Agreement with ConnectM Technology Solutions, Inc. was amended to extend the termination date from November 13, 2023, to May 13, 2024[373]. - The Company may be required to dissolve as early as April 13, 2024, if the business combination is not consummated[378]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its business combination[375]. Liabilities and Commitments - The company incurred deferred underwriting commissions of $3,680,000 from the IPO[377]. - The fair value of the put option liability related to the Forward Purchase Agreement was estimated at $18,370,000 as of December 31, 2023, compared to $2,770,000 in 2022, representing a substantial increase of approximately 563%[392]. - The company incurred $120,000 in administrative support fees in 2023, up from $75,000 in 2022, which is an increase of 60%[386]. Stock Information - The company has 9,200,000 shares of Class A Common Stock with a redemption feature, which allows for redemption in connection with liquidation or business combination events[396]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[399].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $3,543,878, compared to a net loss of $180,718 for the same period in 2022, indicating a significant increase in losses[182]. - For the nine months ended September 30, 2023, the company had a net loss of $9,294,658, up from a net loss of $668,818 for the same period in 2022, reflecting a substantial increase in operational losses[183]. - Dividend and interest income for the three months ended September 30, 2023, was $1,266,882, an increase attributed to higher interest rates compared to $419,178 for the same period in 2022[182]. - The company incurred $10,310,000 in losses on the change in fair value of the Forward Purchase Agreement liability for the nine months ended September 30, 2023, compared to $10,310,000 for the same period in 2022[192]. - General and administrative costs decreased to $345,968 for the three months ended September 30, 2023, from $515,626 in the same period in 2022, primarily due to reduced legal expenses[182]. - The company’s activities to prepare for the proposed Business Combination contributed to an increase in general and administrative costs to $1,698,933 for the nine months ended September 30, 2023, compared to $1,058,528 for the same period in 2022[183]. Cash and Working Capital - As of September 30, 2023, the Company had cash of $312,481 and a working capital deficit of $4,688,291, excluding $776,058 of income and franchise tax liabilities[173]. - The Trust Account held cash of $98,945,768 as of September 30, 2023, intended for the completion of the initial business combination[176]. - Approximately $20,961,169 was redeemed from the Trust Account by stockholders exercising their right to redeem shares, leaving approximately $77,333,961 remaining[170]. - The Company has received $579,000 in Working Capital Loans and an additional $375,000 from ConnectM during the three months ended September 30, 2023[175]. - The company received $422,000 in Working Capital Loans during the nine months ended September 30, 2023, with a total of $579,000 outstanding as of that date[207]. Business Combination and IPO - The Company completed its Initial Public Offering (IPO) on May 13, 2022, raising gross proceeds of $92 million from the sale of 9,200,000 units at $10.00 per unit, incurring offering costs of approximately $8.7 million[165]. - The Company entered into a Merger Agreement with ConnectM Technology Solutions, Inc. on December 31, 2022, with an amendment extending the Outside Date for the merger to May 13, 2024[171]. - On November 6, 2023, stockholders approved an amendment allowing the Company to extend the deadline for consummating its business combination up to six additional months, with a maximum cost of $414,000 per month[171]. - The Company may be required to liquidate if it cannot complete a business combination by May 13, 2024, following the current extension options[178]. Internal Controls and Compliance - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective due to material weaknesses in internal controls over financial reporting[211]. - Identified material weaknesses include controls over the accuracy and completeness of SEC filings and financial data, specifically accrued expenses[212]. - The Company has devoted significant effort and resources to remediate identified material weaknesses in internal control over financial reporting[213]. - Additional procedures have been implemented to ensure legal agreements are reviewed by management and third-party advisors before execution[216]. - The Company is utilizing outside financial reporting and valuation advisors to better understand complex financial instruments accounting[216]. - There has been no change in internal control over financial reporting that materially affects its effectiveness during the most recently completed fiscal quarter[215]. - The Company is implementing additional oversight of cash availability for operational needs[216]. - The effectiveness of remediation efforts cannot be assured[214].

Financial Performance - The Company had a net loss of $5,165,243 for the three months ended June 30, 2023, compared to a net loss of $461,079 for the same period in 2022, reflecting an increase in general and administrative costs and losses on the change in fair value of the Forward Purchase Agreement liability[163]. - For the six months ended June 30, 2023, the Company reported a net loss of $5,750,780, which includes $1,352,965 in general and administrative costs and $6,100,000 in losses on the change in fair value of the Forward Purchase Agreement liability[164]. - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of its business combination[156]. Cash and Working Capital - As of June 30, 2023, the Company had cash in the Trust Account amounting to $96,758,886, intended for completing its initial business combination[159]. - The Company has a working capital deficit of $3,774,322 as of June 30, 2023, excluding certain tax liabilities[155]. - The Company has received $579,000 in Working Capital Loans to finance operations and transaction costs related to the initial business combination[158]. - During the three and six months ended June 30, 2023, the Sponsor loaned the Company $179,000 and $422,000, respectively, in Working Capital Loans[188]. - As of June 30, 2023, the Company had $579,000 borrowed under the Working Capital Loans from the Sponsor included in Convertible note – related party[188]. Initial Public Offering (IPO) - The Company incurred offering costs of approximately $8.7 million during its Initial Public Offering, which included underwriting fees and fair value of shares issued to underwriters[148]. - The Initial Public Offering generated gross proceeds of $92 million from the sale of 9,200,000 units at $10.00 per unit, including 1,200,000 Over-Allotment Units[148]. - The Company will pay the underwriter $3,680,000 in deferred underwriting commissions upon completion of an initial business combination[167]. - The Company recognized the accretion from initial book value to redemption amount of the redeemable Class A Common Stock immediately upon the closing of the Initial Public Offering[180]. - The Company has 9,200,000 shares of Class A Common Stock sold as part of the Units in the Initial Public Offering, which contain a redemption feature[179]. Business Combination - The Company extended the deadline to consummate its business combination to November 13, 2023, through a Second Extension Payment[153]. - The Company entered into a Merger Agreement with ConnectM Technology Solutions, Inc. on December 31, 2022, to effect a business combination[154]. Administrative Costs - The Company incurred $30,000 and $60,000 under the administrative support agreement during the three and six months ended June 30, 2023, respectively[168]. - The Company pays the Sponsor a total of $10,000 per month for administrative services for up to 12 months[168]. Fair Value and Liabilities - The Company recognized a $5,540,000 and $6,100,000 loss on the change in fair value of the Forward Purchase Agreement liability for the three and six months ended June 30, 2023, respectively[175]. - The fair value of the put option liability related to the Forward Purchase Agreement was estimated at $8,870,000 at June 30, 2023[175]. - The Sponsor paid $25,000 for 2,875,000 shares of Class B common stock, resulting in a cost of approximately $0.009 per share[184].