Financial Performance - As of December 31, 2022, the company reported a net loss of $3,763,638, primarily due to $2,098,401 in general and administrative costs and a $2,770,000 loss on the change in fair value of the Forward Purchase Agreement liability[376]. - 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[368]. - A working capital deficit of $1,605,220 was reported as of December 31, 2022, excluding income and franchise tax liabilities[367]. Initial Public Offering (IPO) - 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[359]. - For the year ended December 31, 2022, total offering costs amounted to $8,698,910, which included $920,000 in underwriting commissions and $3,680,000 in deferred underwriter's commissions[383]. - The Company had 9,200,000 shares of Class A Common Stock sold in the Initial Public Offering, all containing a redemption feature[392]. Cash and Liquidity - The company had cash in the Trust Account amounting to $94,209,804 as of December 31, 2022, intended for completing its initial business combination[370]. - The company had cash of approximately $5,938 at December 31, 2022, indicating limited liquidity prior to the IPO[367]. - The company received $157,000 in Working Capital Loans through December 31, 2022, which are to be repaid upon consummation of a business combination[369]. Business Combination - The company entered into a Merger Agreement with ConnectM on December 31, 2022, to effect a business combination[366]. - The company has a deferred underwriting commission of $3,680,000 payable to the underwriter, contingent upon the completion of an initial business combination[378]. - The Sponsor loaned the Company $157,000 in Working Capital Loans during the year ended December 31, 2022, which are to be repaid upon consummation of a Business Combination[405]. Accounting and Valuation - The fair value of the put option liability from the Forward Purchase Agreement with Meteora was estimated at $2,770,000 as of December 31, 2022, resulting in a recognized loss of $2,770,000 on the change in fair value[386]. - The Company recognized the accretion from initial book value to redemption amount of the redeemable Class A Common Stock, which approximates fair value[393]. - The Company adopted ASU 2020-06 effective January 1, 2022, which did not have a material impact on its consolidated financial statements[394]. - The total offering costs allocated to Class A Common Stock subject to possible redemption were $8,139,659[383]. - The Company’s Public Warrants and Rights were accounted for as equity instruments at the IPO date[385]. - The Note balance related to the promissory note from the Sponsor was $0 as of December 31, 2022, down from $80,000 in 2021[403]. Administrative Costs - The company incurred $75,000 under the administrative support agreement during the year ended December 31, 2022, paying the Sponsor $10,000 per month for up to 12 months[379]. - The weighted average shares for the period from September 23, 2021, through May 13, 2022, were reduced by 300,000 Class B Common Stock subject to forfeiture until the IPO[387].
Monterey Capital Acquisition (MCAC) - 2022 Q4 - Annual Report