Statement of Ownership (sc 13g)
07 2월 2023 - 6:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Monterey
Capital Acquisition Corporation
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of Securities)
61244M 109**
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a
prior cover page. |
| ** | The
CUSIP number for the Units which include the Class A Common Stock is 61244M 208, the CUSIP number for the Warrants is 61244M 117
and the CUSIP number for the Rights is 61244M 125. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 61244M109 |
13G |
Page 2
of 8 |
1. |
|
Names of Reporting Persons
Monterrey Acquisition Sponsor, LLC
|
2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
3. |
|
SEC Use Only
|
4. |
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
|
5. |
|
Sole Voting Power
0
|
|
6. |
|
Shared Voting Power
1,625,000
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
1,625,000
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,625,000 (1)(2)
|
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
¨
|
11. |
|
Percent of Class Represented by Amount in Row (9)
13.9% (1)(2)
|
12. |
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
| (1) | The securities are held directly by Monterrey Acquisition
Sponsor, LLC (the “Sponsor”). Bala Padmakumar is the managing member of the Sponsor. Mr. Padmakumar has sole voting
and dispositive control of the Sponsor. Mr. Padmakumar may be deemed to have beneficial ownership of the common stock held directly
by the Sponsor. |
| (2) | Excludes 3,040,000 shares of common stock which may be purchased
by exercising warrants that are not presently exercisable. |
CUSIP No. 61244M109 |
13G |
Page 3
of 8 |
1. |
|
Names of Reporting Persons
Bala Padmakumar
|
2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
3. |
|
SEC Use Only
|
4. |
|
Citizenship or Place of Organization
California
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
|
5. |
|
Sole Voting Power
0
|
|
6. |
|
Shared Voting Power
1,625,000
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
1,625,000
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,625,000 (1)(2)
|
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
¨
|
11. |
|
Percent of Class Represented by Amount in Row (9)
13.9% (1)(2)
|
12. |
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
| (1) | The securities are held directly by Monterrey Acquisition
Sponsor, LLC (the “Sponsor”). Bala Padmakumar is the managing member of the Sponsor. Mr. Padmakumar has sole voting
and dispositive control of the Sponsor. Mr. Padmakumar may be deemed to have beneficial ownership of the common stock held directly
by the Sponsor. |
| (2) | Excludes 3,040,000 shares of common stock which may be purchased
by exercising warrants that are not presently exercisable. |
CUSIP No. 61244M109 |
13G |
Page 4
of 8 |
Item 1.
Monterey Capital Acquisition Corporation (the “Issuer”).
| (b) | Address
of issuer’s principal executive offices |
419 Webster Street
Monterey, California 93940
Item 2.
This Schedule 13G is filed on behalf of each of the following
persons (collectively, the “Reporting Persons”)”
| (i) | Monterrey Acquisition Sponsor, LLC |
| (b) | Address
or principal business office or, if none, residence |
The principal business address of each of the Reporting Persons
is: 419 Webster Street, Monterey, California 93940.
Monterrey Acquisition Sponsor, LLC is a Delaware limited
liability company, and Bala Padmakumar is a citizen of California.
| (d) | Title
of class of securities |
Class A Common stock, par value $0.0001 per share (the
“Common Stock”).
61244M109
CUSIP No. 61244M109 |
13G |
Page 5
of 8 |
| Item
3. | If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
|
(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). |
|
|
|
|
(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). |
|
|
|
|
(e) |
¨ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
|
|
|
|
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F). |
|
|
|
|
(g) |
¨ |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
|
|
|
|
(h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
|
|
|
|
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
|
|
|
|
(j) |
¨ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
|
|
|
(k) |
¨ |
Group in accordance with § 240.13d-1(b)(ii)(J). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: Not Applicable.
Provide the following
information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
Disclosure for each Reporting
Person:
(a) |
Amount beneficially owned:
Monterrey Acquisition Sponsor, LLC – 1,625,000 Shares
Bala Padmakumar – 1,625,000 Shares |
|
|
(b) |
Percent of class:
Monterrey Acquisition Sponsor, LLC – 13.9%
Bala Padmakumar – 13.9% |
CUSIP No. 61244M109 |
13G |
Page 6
of 8 |
(c) |
Number of shares as to which the person has: |
|
|
|
(i) |
Sole power to vote or to direct the
vote:
Monterrey Acquisition Sponsor, LLC
– 0
Bala Padmakumar – 0 |
|
(ii) |
Shared power to vote or to direct
the vote:
Monterrey Acquisition Sponsor, LLC
– 1,625,000 Shares
Bala Padmakumar – 1,625,000
Shares |
|
(iii) |
Sole power to dispose or to direct
the disposition of:
Monterrey Acquisition Sponsor, LLC
– 0
Bala Padmakumar – 0 |
|
(iv) |
Shared power to dispose or to direct
the disposition of:
Monterrey Acquisition Sponsor, LLC
– 1,625,000 Shares
Bala Padmakumar – 1,625,000
Shares |
Monterrey Acquisition Sponsor,
LLC (the “Sponsor”) holds 1,625,000 Shares, which represent 13.9% of the total Shares issued and outstanding, calculated based
upon 11,638,000 shares of common stock outstanding (consisting of 9,338,000 shares of Class A
common stock, par value $0.0001 per share, and 2,300,000 shares of Class B
common stock, par value $0.0001 per share outstanding as of November 14, 2022) as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities Exchange Commission on November 21, 2022, after giving effect to the completion
of the Issuer’s initial public offering and the expiration of the underwriters’ over-allotment option, as described therein.
The securities described above
are held directly by the Sponsor and indirectly by Bala Padmakumar. Mr. Padmakumar is the managing member of the Sponsor. Mr. Padmakumar
has sole voting and dispositive control of the Sponsor. Mr. Padmakumar may be deemed to have beneficial ownership of the common stock
held directly by the Sponsor.
| Item
5. | Ownership
of 5 Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ¨.
Not applicable.
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
CUSIP No. 61244M109 |
13G |
Page 7
of 8 |
| Item
8. | Identification
and Classification of Members of the Group. |
Not applicable.
| Item
9. | Notice
of Dissolution of Group. |
Not applicable.
Not applicable.
CUSIP No. 61244M109 |
13G |
Page 8
of 8 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2023
|
Monterrey Acquisition Sponsor, LLC |
|
|
|
By: |
/s/ Bala Padmakumar |
|
Name: |
Bala Padmakumar |
|
Title: |
Managing Member |
|
By: |
/s/ Bala Padmakumar |
|
Name: |
Bala Padmakumar |
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