UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 6, 2023
Monterey
Capital Acquisition Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41389 |
|
87-2898342 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
419
Webster Street
Monterey,
California 93940
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (831) 649-7388
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Units,
each consisting of one share of Class A common stock and one redeemable Warrant |
|
MCACU |
|
The NASDAQ
Stock Market LLC |
| Class
A common stock, par value $0.0001 per share |
|
MCAC |
|
The NASDAQ
Stock Market LLC |
| Warrants,
each exercisable for one share of Class A common stock for $11.50 per share |
|
MCACW |
|
The NASDAQ
Stock Market LLC |
| Rights,
each right receives one-tenth of one share of Class A common stock |
|
MCACR |
|
The NASDAQ
Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material
Definitive Agreement
As
approved by its stockholders at the special meeting of stockholders held on November 6, 2023 (the “Special Meeting”),
Monterey Capital Acquisition Corporation (the “Company” or “MCAC”) entered into an amendment to the Investment
Management Trust Agreement, dated as of May 10, 2022 (the “Trust Agreement”), with Continental
Stock Transfer & Trust Company on November 6, 2023 (the “Trust Amendment”).
The Trust Amendment allows the Company to extend the date by which the Company has to consummate a business combination (the “Combination
Period”) up to an additional six (6) times for one (1) month each time from November 13, 2023 to May 13, 2024
by depositing into the trust account, for each one-month extension, the lesser of (a) $414,000 and (b) $0.045 per share (the
“Extension Payment”) for each then-outstanding share of the Company’s Class A common stock, par value $0.0001
per share, issued in the Company’s initial public offering (the “Public Shares”) after giving effect to the redemption
of the Public Shares for the redemption price. The foregoing description is qualified in its entirety by reference to the Trust Amendment,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
The information disclosed in
Item 5.07 of this Report under the headings “The Extension Amendment Proposal” and “The Redemption Limitation Proposal”
is incorporated by reference into this Item 5.03 to the extent required. On November 6, 2023, to effectuate the Extension and the
Redemption Limitation Amendment, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended
and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware.
The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by the terms of
the Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders
On November 6, 2023, the
Company convened the Special Meeting. As of the close of business on October 2, 2023, the record date for the Special Meeting, there
was an aggregate of 11,638,000 shares of the Company’s common stock outstanding (consisting of 9,338,000 Public Shares and 2,300,000
shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together
with the Public Shares, the “Common Stock”)), each of which was entitled to one vote with respect to the proposals presented
at the Special Meeting. A total of 9,664,121 shares of Common Stock, representing approximately 83.03% of the outstanding shares of Common
Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below
are described in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission
on October 11, 2023. A summary of the proposals presented to and considered by the stockholders of the Company and the voting results
at the Special Meeting is set forth below:
The
Extension Amendment Proposal – To amend the Company’s Charter to provide the Company’s board of directors
with the right to extend (the “Extension”) the Combination Period up to an additional six (6) times for one (1) month
each time, from November 13, 2023 to May 13, 2024 (as extended, the “Extended Date”) (i.e., for a period of time
ending 24 months after the consummation of its initial public offering (the “IPO”)) (the “Extension Amendment Proposal”).
| For |
Against |
Abstain |
| 9,664,121 |
0 |
0 |
The
Trust Amendment Proposal – To approve the adoption of the Trust Amendment to the Trust Agreement, to allow the Company
to extend the Combination Period up to an additional six (6) times for one (1) month each time from November 13, 2023
to May 13, 2024, the Extended Date, by depositing into the Company’s trust account, for each one-month extension, the Extension
Payment for each then-outstanding share of the Company’s Public Shares after giving effect to the redemption of the Public Shares
for the redemption price (the “Trust Amendment Proposal”).
| For |
Against |
Abstain |
| 9,664,121 |
0 |
0 |
The
Redemption Limitation Amendment Proposal – To amend (the “Redemption Limitation Amendment”) the Company’s
Charter to eliminate from the Charter the limitation that the Company shall not redeem public shares to the extent that such redemption
would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”). The Redemption
Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption
Limitation (the “Redemption Limitation Amendment Proposal” and together with Extension Amendment Proposal, the “Extension
Proposals”).
| For |
Against |
Abstain |
| 9,664,121 |
0 |
0 |
The
Adjournment Proposal – The proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Proposals or if we determine
that additional time is necessary to effectuate the Extension, was not presented at the Special Meeting, as the Extension Proposals received
a sufficient number of votes for approval.
Stockholders holding 1,961,875 Public
Shares, representing approximately 21% of the Public Shares outstanding, exercised their right to redeem such shares for a pro rata portion of the
funds in the Company’s trust account.
Forward-Looking Statements
This Current Report
on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transaction between MCAC and ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”).
All statements other than statements of historical facts contained in this report are forward-looking statements. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating
to the proposed transaction: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect
the price of MCAC securities; the failure to satisfy the conditions to closing the transaction, including the requisite approvals by
the stockholders of MCAC and the receipt of certain governmental and regulatory approvals; the risk that some or all of MCAC’s
stockholders may redeem their shares in connection with the vote to amend MCAC’s certificate of incorporation and trust agreement
or the closing of the transaction; the effect of the announcement or pendency of the transaction on the ConnectM’s business relationships
and business generally; the outcome of any legal proceedings that may be instituted related to the transaction; the ability to realize
the anticipated benefits of the transaction; and ConnectM may use its capital resources sooner than it expects. Moreover, ConnectM operates
in a very competitive and rapidly changing environment. Because forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified and some of which are beyond MCAC’s and ConnectM’s control, you should not
rely on these forward-looking statements as predictions of future events. The foregoing list of factors is not exclusive, and you should
carefully consider the foregoing factors and the other risks and uncertainties described in the registration statement on Form S-4
discussed below and other documents filed by MCAC’s from time to time with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and except as required by law. MCAC and ConnectM assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. Neither MCAC nor ConnectM gives any assurance that either
MCAC or ConnectM or the combined company will achieve its expectations.
Important Information
for Investors and Stockholders
This document relates
to a proposed transaction between MCAC and ConnectM. This document does not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale
or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. MCAC intends
to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement
of MCAC, referred to as a proxy statement/prospectus. The proxy statement/prospectus will be sent to all MCAC stockholders. MCAC also
will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security
holders of MCAC are urged to carefully read the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the U.S. Securities and Exchange Commission (“SEC”) in connection with the proposed transaction
as they become available because they will contain important information about the proposed transaction, including the terms of the proposed
transaction, the parties involved and the risks associated with the proposed transaction.
Investors and security
holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by MCAC through the website maintained by the SEC at www.sec.gov or by directing
a request to: Monterey Capital Acquisition Corporation, 419 Webster St., Monterey, CA 93940, Attention: Bala Padmakumar.
Participants in the
Solicitation
MCAC and ConnectM and
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from MCAC’s stockholders
in connection with the proposed transaction. A list of the names of the directors and executive officers of MCAC and information regarding
their interests in the transaction will be contained in the proxy statement/prospectus when available. You may obtain free copies of
these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication does
not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such other jurisdiction.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 8, 2023 |
Monterey Capital Acquisition Corporation |
| |
|
| |
/s/ Bala Padmakumar |
| |
Name: |
Bala Padmakumar |
| |
Title: |
Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MONTEREY CAPITAL ACQUISITION CORPORATION
Monterey Capital Acquisition
Corporation, a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),
does hereby certify:
1. The
name of the corporation is Monterey Capital Acquisition Corporation. The corporation was originally incorporated pursuant to the DGCL
on September 23, 2021, under the name of Monterey Capital Acquisition Corporation.
2. The
date of filing of the corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was
September 23, 2021, and the date of filing the corporation’s Amended and Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware was May 10, 2022.
3. The
Board of Directors of the corporation has duly adopted resolutions setting forth proposed amendments to the Certificate of Incorporation
of the corporation (as amended and restated prior to the date hereof), declaring said amendment to be advisable and in the best interests
of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders
therefor, which resolutions setting forth the proposed amendment are substantially as follows:
RESOLVED, that Section 9.1(b) of
Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety
as follows:
“Immediately after the
Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise
of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement
on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 22,
2022, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust
Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described
in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses),
none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from
the Trust Account until the earliest to occur of (i) the completion of a Business Combination, (ii) the redemption of 100% of
the Offering Shares (as defined below) if the Corporation is unable to complete a Business Combination on or before the Termination Date
(as defined below), subject to applicable law and (iii) the redemption of Offering Shares properly tendered in connection with a
stockholder vote to approve an amendment to this Amended and Restated Certificate (A) that would modify the substance or timing of
the Corporation’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Offering Shares
if the Corporation has not completed a Business Combination on or before the Termination Date or (B) with respect to stockholders’
rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of the common stock included
as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased
in the Offering or in the secondary market following the Offering and whether or not such holders are Monterrey Acquisition Sponsor, LLC
(the “Sponsor”) or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred
to herein as “Public Stockholders.”
RESOLVED, that Section 9.2(a) of
Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety
as follows:
“Prior to the consummation
of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering
Shares redeemed, out of the funds legally available therefor, upon the consummation of the initial Business Combination pursuant to, and
subject to the limitations of, Section 9.2(b) and Section 9.2(c) (such rights of such holders to have
their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to
the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption
Price”).”
RESOLVED, that Section 9.2(d) of
Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety
as follows:
“In the event that the
Corporation has not completed an initial Business Combination by November 13, 2023, the Board may extend the period of time to consummate
an initial Business Combination by six (6) additional one (1) month periods, up to May 13, 2024 (the latest such date being
referred to as the “Termination Date”); provided that, in each case, the Corporation (or its affiliates or designees),
after providing five business days advance notice prior to the date that the period of time would otherwise expire, has deposited into
the Trust Account the lesser of (a) $414,000 and (b) $0.045 (the “Extension Payment”) for each then-outstanding
share of the Corporation’s Class A Common Stock. The gross proceeds from such Extension Payments will be added to the proceeds
from the Offering held in the Trust Account and shall be used to fund the redemption of the Offering Shares in accordance with this
clause (d).
In the event that the Corporation
has not consummated an initial Business Combination by or before the Termination Date, the Corporation shall (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject
to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal
to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously
released to the Corporation to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total
number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the
right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve
and liquidate, subject in the case of clauses (ii) and (iii) to the Corporation’s obligations under the DGCL to provide
for claims of creditors and other requirements of applicable law.”
RESOLVED, that Section 9.2(e) of
Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety
as follows:
“If the Corporation
offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall
consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of
the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business
Combination.”
RESOLVED, that Section 9.2(f) of
Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety
as follows:
“Reserved.”
RESOLVED, that Section 9.7
of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its
entirety as follows:
“If, in accordance with
Section 9.1(a), any amendment is made to this Amended and Restated Certificate of Incorporation (i) to modify the substance
or timing of the Corporation’s obligation to allow redemption in connection with the Corporation’s initial Business Combination
or to redeem 100% of the Offering Shares if the Corporation does not complete an initial Business Combination on or before the Termination
Date, or (ii) with respect to any other provisions of this Amended and Restated Certificate of Incorporation relating to stockholders’
rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering
Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Corporation to
pay its taxes, divided by the number of then outstanding Offering Shares.”
4. That
thereafter, said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by written consent of stockholders
holding the requisite number of shares required by statute given in accordance with and pursuant to Section 228 of the DGCL.
IN WITNESS WHEREOF,
the corporation has caused this Certificate of Amendment to be signed this 6th day of November, 2023.
|
/s/ Bala Padmakumar |
| |
Bala Padmakumar |
| |
Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 1 (this “Amendment”),
dated as of November 6, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Monterey Capital
Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into
an Investment Management Trust Agreement dated as of May 10, 2022 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement
sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;
WHEREAS, at a Special Meeting of stockholders
of the Company held on November 6, 2023, the Company stockholders approved a proposal to amend (the “Extension Amendment”)
the Company’s Amended and Restated Certificate of Incorporation to provide the Company’s Board of Directors with the right
to extend the date by which the Company has to consummate a business combination up to an additional six (6) times for one (1) month
each time, from November 13, 2023 to May 13, 2024; and
WHEREAS, on the date hereof, the Company is filing
the Extension Amendment with the Secretary of State of the State of Delaware.
NOW THEREFORE, IT IS AGREED:
The Trust Agreement is hereby amended as follows:
1. Preamble.
The text below is hereby added as the fifth WHEREAS clause in the preamble of the Trust Agreement:
“WHEREAS, if a Business Combination (as
defined below) is not consummated by November 13, 2023, 18 months following the closing of the Offering, the board of directors of
the Company (the “Board”) may extend such period by six (6) one-month periods, up to a maximum of 24 months in the aggregate
following the closing of the Offering, by depositing the lesser of (a) 414,000 and (b) $0.045 per share issued at
the Offering that have not been redeemed into the Trust Account no later than November 13, 2023 (the 18-month anniversary of the
Offering, and each succeeding one-month anniversary through and up to May 13, 2024 (each, an “Applicable Deadline”);
and”
2. Section 1(i).
Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:
| “(i) | Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the board of directors of the Company or other
authorized officer of the Company and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only
as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by the 18-month anniversary of the closing of the Offering or, in the event that the Company
extended the time to complete the Business Combination for up to 24-months from the closing of the Offering but has not completed the
Business Combination within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public
Stockholders as of the Last Date.” |
3. Section 1(n).
Section 1(n) is hereby added to the Trust Agreement as follows:
| (n) | Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five
business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount
specified in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter. |
4. Exhibit E.
Exhibit E is hereby added to the Trust Agreement as follows:
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
| Re: | Trust Account — Extension Letter |
Gentlemen:
Pursuant to paragraph 1(m) of the Investment
Management Trust Agreement between Monterey Capital Acquisition Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of May 10, 2022, (as amended, the “Trust Agreement”), this is to advise
you that the Company is extending the time available in order to consummate a Business Combination with a target business for an additional
one (1) month, from _______________ to ______________ (the “Extension”). Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.
This Extension Letter shall serve as the notice
required with respect to Extension prior to the Applicable Deadline.
In accordance with the terms of the Trust Agreement,
we hereby authorize you to deposit $__________ or $__________ per public share, which will be wired to you, into the Trust Account investments
upon receipt.
This is the _____ of up to _____ Extension Letters.
Very truly yours,
| |
|
| Monterey Capital Acquisition Corporation |
|
| |
|
| Monterey Capital Acquisition Corporation |
|
3. All
other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
4. This
Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and
the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature
shall be deemed to be an original signature for purposes of this Amendment.
5. This
Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(d) of
the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified,
intentionally waived and relinquished by all parties hereto.
6. This
Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed
this Amendment to the Investment Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE
| By: |
/s/ Francis Wolf |
|
| |
Name: |
Francis Wolf |
|
| |
Title: |
Vice President |
|
MONTEREY CAPITAL ACQUISITION CORPORATION
| By: |
/s/ Bala Padmakumar |
|
| |
Name: |
Bala Padmakumar |
|
| |
Title: |
Chief Executive Officer |
|
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