MCACU Monterey Capital Acquisition Corporation

SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Padmakumar Bala (Last) (First) (Middle) C/O CONNECTM TECHNOLOGY SOLUTIONS, INC. 2 MOUNT ROYAL AVE., SUITE 550 (Street) MARLBOROUGH MA 01752 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ConnectM Technology Solutions, Inc. [ CNTM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 07/12/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/12/2024		C(1)		1,625,000	A	(1)	1,625,000	I	See Footnote(2)
Class A Common Stock	07/12/2024		J(3)		1,625,000	D	(3)	0	I	See Footnote(2)
Common Stock	07/12/2024		J(3)		1,625,000	A	(3)	1,625,000	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	07/12/2024		C(1)			1,625,000	(1)	(1)	Class A Common Stock	1,625,000	(1)	0	I	See Footnote(2)
Warrants (Right to Buy)	$11.5	07/12/2024		J(4)		3,040,000		07/12/2024	(5)	Class A Common Stock	3,040,000	$1	3,040,000	I	See Footnote(2)
Warrants (Right to Buy)	$11.5	07/12/2024		J(3)			3,040,000	07/12/2024	(5)	Class A Common Stock	3,040,000	(3)	0	I	See Footnote(2)
Warrants (Right to Buy)	$11.5	07/12/2024		J(3)		3,040,000		07/12/2024	(5)	Common Stock	3,040,000	(3)	3,040,000	I	See Footnote(2)
Warrants (Right to Buy)	$11.5	07/12/2024		J(6)		750,000		07/12/2024	(5)	Common Stock	750,000	$1	3,790,000	I	See Footnote(2)

1. Name and Address of Reporting Person* Padmakumar Bala (Last) (First) (Middle) C/O CONNECTM TECHNOLOGY SOLUTIONS, INC. 2 MOUNT ROYAL AVE., SUITE 550 (Street) MARLBOROUGH MA 01752 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* Monterey Acquisition Sponsor, LLC (Last) (First) (Middle) 419 WEBSTER STREET (Street) MONTEREY CA 93940 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 31, 2022 and as it may be amended from time to time, by and among Monterey Capital Acquisition Corporation (now known as ConnectM Technology Solutions, Inc. and referred to herein as the "Issuer"), ConnectM Operations, Inc. (formerly known as ConnectM Technology Solutions, Inc.), and Chronos Merger Sub, Inc., a wholly-owned subsidiary of the Issuer (such transactions, the "Business Combination"), shares of the Issuer's Class B common stock held by the Reporting Person automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis and without any additional consideration. The Class B common stock had no expiration date and no exercise price.

2. These shares are held by Monterrey Acquisition Sponsor, LLC (the "Sponsor"), of which the Reporting Person serves as the managing member. As such, the Reporting Person may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. Pursuant to the Issuer's Second Amended and Restated Certificate of Incorporation, filed in connection with the consummation of the Business Combination, the Issuer completed a reclassification whereby each share of the Issuer's Class A common stock was reclassified on a one-for-one basis, and without any additional consideration, into a share of the Issuer's common stock, par value $0.0001 per share.

4. These warrants were purchased on May 10, 2022 pursuant to the private placement warrant agreement, dated May 10, 2022, by the Issuer and the Sponsor, upon consummation of the Issuer's initial public offering and became exercisable on July 12, 2024 upon completion of the Business Combination.

5. These warrants will expire on July 12, 2029, which is the five year anniversary of the Business Combination, or earlier upon redemption.

6. These warrants were issued upon completion of the Business Combination in accordance with the Sponsor's election to convert $750,000 of the outstanding principal amount under convertible promissory notes previously issued to the Sponsor.

Remarks:

Vice-Chairman of the Board, Corporate Development Exhibit List: Exhibit 24.1 - Power of Attorney for Bala Padmakumar Exhibit 24.2 - Power of Attorney for Monterrey Acquisition Sponsor, LLC

	/s/ Bhaskar Panigrahi, Attorney-in-Fact	07/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24.1

 

LIMITED POWER OF ATTORNEY

 

July 12, 2024

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Bhaskar Panigrahi and Mahesh Choudhury of the Company and Shashi Khiani, Caroline Steck and Nicholas Penn of Polsinelli PC as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Forms 144, Schedules 13G or 13D, and Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of notices of proposed sales and beneficial ownership reports, with respect to the securities of ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Rule 144 promulgated under the Securities Act of 1933, as amended from time to time (the “Securities Act”) and/or Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, each attorney-in-fact to act in his or her discretion on information provided to each such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by an attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as each such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

3.

None of the Company or any such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Securities Act or the Exchange Act, including without limitation the reporting requirements under Rule 144 under the Securities Act or Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each attorney-in-fact.

 

 

IN WITNESS WHEREOF, the undersigned hereto has caused this Limited Power of Attorney to be duly executed as of the day and year first above written.

 

	By:	/s/ Bala Padmakumar
	Name:	Bala Padmakumar

 

 

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Exhibit 24.2

 

LIMITED POWER OF ATTORNEY

 

July 12, 2024

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Bhaskar Panigrahi, Bala Padmakumar and Mahesh Choudhury of the Company and Shashi Khiani, Caroline Steck and Nicholas Penn of Polsinelli PC as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Forms 144, Schedules 13G or 13D, and Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of notices of proposed sales and beneficial ownership reports, with respect to the securities of ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Rule 144 promulgated under the Securities Act of 1933, as amended from time to time (the “Securities Act”) and/or Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, each attorney-in-fact to act in his or her discretion on information provided to each such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by an attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as each such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

3.

None of the Company or any such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Securities Act or the Exchange Act, including without limitation the reporting requirements under Rule 144 under the Securities Act or Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each attorney-in-fact.

 

 

IN WITNESS WHEREOF, the undersigned hereto has caused this Limited Power of Attorney to be duly executed as of the day and year first above written.

 

	Monterrey Acquisition Sponsor, LLC
	By:	/s/ Bala Padmakumar
	Name:	Bala Padmakumar
	Title:	Managing Member

 

 

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Exhibit 24.1

 

LIMITED POWER OF ATTORNEY

 

July 12, 2024

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Bhaskar Panigrahi and Mahesh Choudhury of the Company and Shashi Khiani, Caroline Steck and Nicholas Penn of Polsinelli PC as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Forms 144, Schedules 13G or 13D, and Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of notices of proposed sales and beneficial ownership reports, with respect to the securities of ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Rule 144 promulgated under the Securities Act of 1933, as amended from time to time (the “Securities Act”) and/or Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, each attorney-in-fact to act in his or her discretion on information provided to each such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by an attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as each such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

3.

None of the Company or any such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Securities Act or the Exchange Act, including without limitation the reporting requirements under Rule 144 under the Securities Act or Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each attorney-in-fact.

 

 

IN WITNESS WHEREOF, the undersigned hereto has caused this Limited Power of Attorney to be duly executed as of the day and year first above written.

 

	By:	/s/ Bala Padmakumar
	Name:	Bala Padmakumar

 

 

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