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):
October 12, 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 Material Definitive Agreement
On October 12, 2023, Monterey Capital Acquisition
Corporation (the “MCAC”), Chronos Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MCAC (“Merger
Sub”), and ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), entered into a First Amendment
to Agreement and Plan of Merger (the “Amendment”), which amended the Agreement and Plan of Merger, dated as of December 31,
2022, by and among MCAC, Merger Sub, and ConnectM (the “Merger Agreement”). The Amendment extends the outside date after which
either party may terminate the Merger Agreement for convenience (with limited exceptions) from November 13, 2023 to May 13,
2024. The Amendment also provides that, subject to MCAC obtaining the requisite stockholder approval to amend its Amended and Restated
Certificate of Incorporation and the Investment Management Trust Agreement by and between MCAC and Continental Stock Transfer &
Trust Company, dated May 10, 2022, MCAC will extend the date by which MCAC has to consummate a business combination by up to six
months and ConnectM will pay to MCAC or its trust account the funds necessary to effect such extension (not to exceed $414,000 for each
monthly extension or $2,484,000 in the aggregate for all six monthly extensions).
The foregoing does not constitute a complete summary
of the terms of the Amendment. The description of the terms of the Amendment is qualified in its entirety by reference to such agreement,
attached hereto as Exhibit 2.1 and incorporated herein by reference.
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. 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: October 16, 2023 |
Monterey Capital Acquisition Corporation |
| |
|
| |
/s/ Bala Padmakumar |
| |
Name: |
Bala Padmakumar |
| |
Title: |
Chief Executive Officer |
Exhibit 2.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This
First Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of October 12, 2023 (the
“Amendment Effective Date”), by and among ConnectM Technology Solutions, Inc., a Delaware corporation (the
“Company”), Monterey Capital Acquisition Corporation, a Delaware corporation (“Parent”), and Chronos
Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”, and together with
the Company and Parent, the “Parties” and each, a “Party”).
RECITALS
WHEREAS, the Parties entered
into that certain Agreement and Plan of Merger, dated December 31, 2022 (the “Agreement”);
WHEREAS, the Parent Board
has determined it to be in the best interests of Parent and its stockholders to, subject to receipt of the requisite approval by the Parent
Stockholders, (i) amend the Parent Certificate of Incorporation as set forth in a Certificate of Amendment to the Parent Certificate
of Incorporation in substantially the form attached hereto as Exhibit A (the “Charter Amendment”)
and (ii) amend the Parent Trust Agreement as set forth in an Amendment to the Parent Trust Agreement in substantially the form attached
hereto as Exhibit B (the “Trust Agreement Amendment”), in each case, to permit the extension of the date
by which Parent may complete an initial Business Combination (as defined in the Parent Certificate of Incorporation) in accordance with
the terms and conditions set forth therein;
WHEREAS, the Parties desire
to amend the Agreement as more specifically set forth herein; and
WHEREAS, Section 11.1
of the Agreement provides that the Agreement may only be amended by a written instrument executed by Parent, Merger Sub and the Company.
AGREEMENT
NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein and in the Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:
1. Definitions.
Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
2. Consent
and Waiver. Company hereby (i) consents to Parent (a) seeking the requisite approval from the Parent Stockholders to amend
the Parent Certificate of Incorporation as set forth in the Charter Amendment and adopting the Charter Amendment if so approved and (b) seeking
the requisite approval from the Parent Stockholders to amend the Parent Trust Agreement as set forth in the Trust Agreement Amendment
and entering into the Trust Agreement Amendment if so approved, and (ii) waives any condition to the obligations of the Company to
consummate the transactions contemplated by the Agreement and any actual or potential breach of any representation, warranty, or covenant
set forth in the Agreement or any Transaction Document or any certificate or instrument delivered in connection therewith, if any, in
each case solely as it relates to the matters consented to in clause (i) of this Section 2.
3. Amendments.
(a) Section 9.2(a).
Section 9.2(a) of the Agreement is hereby amended by deleting “November 13, 2023” and inserting in its place
“May 13, 2024”.
(b) Section 5.10.
The Agreement is hereby amended to add the following as Section 5.10:
“Section 5.10 Additional Extensions.
Subject to the Parent having obtained the requisite approval from the Parent Stockholders to adopt the Charter Amendment and enter into
the Trust Agreement Amendment (collectively, the “Additional Extension Approval”) and the Company’s compliance
with the immediately following sentence, Parent shall extend the period of time to consummate an initial Business Combination (as defined
in Article II of the Parent Certificate of Incorporation) in accordance with Section 9.2(d) of the Parent Certificate of
Incorporation (for the avoidance of doubt, as amended by the Charter Amendment), for up to 6 (six) periods of one (1) month each
(each, a “Monthly Extension”), to the extent necessary to consummate the Closing at any time prior to the Outside
Date, as it may be amended from time to time. At any time on or after the Additional Extension Approval, within three (3) Business
Days of receipt of a written request from Parent (which Parent may request for each Monthly Extension), the Company shall transfer
to Parent or the Parent Trust Account funds necessary to effect such Monthly Extension in accordance with the Parent Certificate of Incorporation
(for the avoidance of doubt, as amended by the Charter Amendment) in the amount so requested, but not to exceed $414,000 for each Monthly
Extension (which represents $0.045 per share for 9,200,000 shares of Parent Class A Common Stock) or $2,484,000 in the aggregate
for all six (6) Monthly Extensions (each, a “ Monthly Extension Amount”). Notwithstanding anything herein
to the contrary, in no event shall Parent, Sponsor or any of their respective Affiliates or Representatives be required at any time to
repay any Monthly Extension Amount to the Company or any of its Affiliates; provided, however, that if at the time
of the valid termination of this Agreement in accordance with ARTICLE IX, (a) all of the conditions to Closing set
forth in ARTICLE VIII are satisfied or waived by the applicable party hereto (other than those conditions that by their nature
are to be satisfied at the Closing, but such conditions would reasonably be expected to be satisfied if the Closing were to occur on the
date of such termination) and (b) the reason that the Closing has not occurred is that Parent has breached its obligations hereunder
to consummate the Closing in accordance herewith, Parent shall be required to repay, within one (1) Business Day after the date of
such termination), that portion of any Monthly Extension Amount that has actually been paid by the Company to Parent.”
4. Effect
on Agreement. Except as set forth in this Amendment, all of the terms, covenants, agreements, and conditions of the Agreement shall
remain in full force and effect in accordance with its original terms. Any reference to the Agreement in the Agreement, any Transaction
Document or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter
mean the Agreement, as amended by this Amendment (or as the Agreement may be further amended or modified after the date hereof in accordance
with the terms thereof).
5. Miscellaneous.
All relevant provisions of Article XI (Miscellaneous) of the Agreement shall apply to this Amendment to the same extent as
if set forth herein, mutatis mutandis
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow.]
IN WITNESS WHEREOF, this Amendment
of Agreement and Plan of Merger has been duly executed and delivered by the Parties, effective as of the Amendment Effective Date.
COMPANY:
CONNECTM TECHNOLOGY SOLUTIONS, INC.
| By: |
/s/ Bhaskar Panigrahi |
|
| Name: Bhaskar Panigrahi |
|
| Title: Chairman and CEO |
|
Signature
Page to
Amendment to Agreement and Plan of Merger
IN WITNESS WHEREOF, this Amendment
of Agreement and Plan of Merger has been duly executed and delivered by the Parties, effective as of the Amendment Effective Date.
| PARENT: |
|
| |
|
| MONTEREY CAPITAL ACQUISITION CORPORATION |
|
| |
|
| By: |
/s/ Bala Padmakumar |
|
| Name: Bala Padmakumar |
|
| Title: Chairman and CEO |
|
| |
|
| MERGER SUB: |
|
| |
|
| CHRONOS MERGER SUB, INC. |
|
| |
|
| By: |
/s/ Bala Padmakumar |
|
| Name: Bala Padmakumar |
|
| Title: President |
|
Signature
Page to
Amendment to Agreement and Plan of Merger
Exhibit A
Form of Certificate of Amendment to the
Amended and Restated Certificate of Incorporation of Monterey Capital Acquisition Corporation
[See Attached]
FORM OF 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 additional one month periods, up to , 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) $ and (b) $ (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 day of ,
2023.
|
|
| |
Bala Padmakumar |
| |
Chief Executive Officer |
Exhibit B
Form of Amendment to the Investment Management
Trust Agreement
[See Attached]
FORM OF AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Amendment No. 1 (this “Amendment”), dated as of ___________, 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 |
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| By: |
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Name: |
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Title: Vice President |
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| MONTEREY CAPITAL ACQUISITION CORPORATION |
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| By: |
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Name: |
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Title: Chief Executive Officer |
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Monterey Capital Acquisi... (NASDAQ:MCACU)
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