Monterey Capital Acquisition Corp

The consideration carries an uncapped upward adjustment: one additional MCAC share is issued for every $10.00 by which MCAC's own transaction expenses exceed $8,000,000, and the filing states the merger agreement does not limit or otherwise provide for a maximum number of shares that may be added on that account. The SPAC's own deal costs therefore convert directly into dilution of its public holders. MCAC says it does not expect to exceed $8,000,000, and on that assumption the Exchange Ratio is expected to be approximately 3.33 MCAC Class A shares for each ConnectM share.

The consideration has an uncapped upward adjustment: MCAC issues one additional share for every $10.00 by which its own transaction expenses exceed $8,000,000, and the filing states plainly that the Merger Agreement does not limit the number of shares that can be added this way. MCAC says it does not expect to exceed $8,000,000, and the approximately 3.33 ratio assumes it does not; if it does, MCAC intends to register the extra shares under Rule 462(b). Every dollar of the SPAC's own deal costs above that threshold therefore dilutes public holders directly.

At $0.045 per share per month the sponsor is paying roughly 0.4% of a $10 trust value each month for time, a materially higher rate than the $100-a-quarter and $20,000-a-month structures elsewhere in this backlog, so remaining holders are compensated for waiting. The board says there will likely not be sufficient time before May 13, 2024 to close the ConnectM transaction agreed December 31, 2022 — the deal that would eventually complete and produce a debt-conversion vote of its own.

The adjustment is uncapped and the filing says so: one additional share issues for every $10.00 by which MCAC's transaction expenses exceed $8,000,000, and the Merger Agreement does not limit the number of shares that may be added. MCAC does not expect to exceed $8,000,000, and on that assumption the exchange ratio is expected to be about 3.33 MCAC Class A shares per ConnectM share — but a public holder voting on 14,500,000 shares of dilution has no stated ceiling on what the final figure can become. Any additional shares would be registered later under Rule 462(b).

The consideration adjusts upward to the extent MCAC's own transaction expenses exceed $8,000,000, so the SPAC's deal costs are paid in dilution rather than out of the trust. The target's option pool is also disclosed as a moving part: as of both December 31, 2022 and February 9, 2024 there were options over 142,692 ConnectM shares outstanding, and ConnectM may grant options over a further 400,000 shares without MCAC's consent before the effective time, all of which MCAC assumes at the Exchange Ratio — 542,692 in total if fully granted.

Assuming no public shares are redeemed, the filing expects ConnectM's stockholders to hold approximately 57.78% of the combined company, MCAC's pre-closing public stockholders approximately 33.06% and MCAC's sponsors and related parties approximately 9.16%, and it says plainly that different facts change those percentages. Redemptions shrink only the public block. The Exchange Ratio divides the 14,500,000 shares by ConnectM's capital stock outstanding immediately before the effective time, including shares underlying its warrants, and the meeting date is left blank.

What changed: Item 7.01: Monterey Capital Acquisition Corp's successor is furnishing a corporate presentation as Exhibit 99.1, which it intends to post in the investor relations section of ConnectM's website. The filing states the information is furnished and not deemed filed for Section 18 purposes and is not incorporated by reference into any registration statement or other filing except by express reference. The body describes none of the presentation's contents. The exhibit list refers to the item both as a corporate presentation and as a press release. Why it matters: Immaterial as filed: a deck is furnished without any description of what it says, so the document supports no conclusion about ConnectM's performance, guidance or outlook. Because it is furnished rather than filed, its contents carry no Section 18 liability, which matters when weighing any projections it contains. Note the internal inconsistency - the same Exhibit 99.1 is called a corporate presentation in one sentence and a press release in the next.

What changed: 8-K of ConnectM Technology Solutions, Inc. Item 1.01 (entry into a material definitive agreement): on July 1, 2026 the Company entered and consummated an agreement with Blue Ribbon Ice Inc., an Arkansas corporation in commercial HVAC and refrigeration, and its holder Scott Avery Wilson. At closing Wilson transferred 6,000 shares of BRI common stock, 60% of the issued and outstanding shares, free of liens, and the Company issued him 58,824 shares of its common stock and paid $250,000 cash. Item 7.01 furnishes a July 28, 2026 press release on the acquisition. Why it matters: A closed acquisition of a 60% stake reported 27 days after consummation. The document calls the same instrument an Acquisition Agreement and an Asset Purchase Agreement in adjacent sentences while describing a share transfer, and the exhibit index spells the seller Averey against Avery in the body; both spellings and both labels are recorded as filed. Nothing states BRI's revenue, the basis for the 60% split, or what the remaining 40% is.

What changed: 8-K of ConnectM Technology Solutions, Inc. Item 7.01 (Regulation FD disclosure): the Company furnishes a corporate presentation as Exhibit 99.1, which it intends to post in the investor relations section of connectm.com for use as an investor presentation. The exhibit index lists Exhibit 99.1 as Corporate Presentation of ConnectM Technology Solutions, Inc. and Exhibit 104 as the Inline XBRL cover page. The furnished information is not deemed filed for Section 18 purposes and is not incorporated into any registration statement except by specific reference. Why it matters: A deck, not a disclosure: the report states nothing about its contents. The item body then says the press release is furnished as Exhibit 99.1 while both the same sentence and the exhibit index identify Exhibit 99.1 as the corporate presentation; both descriptions are recorded as filed and neither is resolved here.