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].
Monterey Capital Acquisition (MCAC) - 2023 Q3 - Quarterly Report