ConnectM Technology Solutions Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.02 | Termination of a Material Definitive Agreement. |
Termination of Forward Purchase Agreement
As previously reported on a Current Report on Form 8-K dated January 1, 2023, ConnectM Technology Solutions, Inc. (the “Company”) entered into that certain OTC Equity Prepaid Forward Transaction, dated as of December 31, 2022 (as amended on July 30,, 2024, the “Forward Purchase Agreement”), by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), (iii) Meteora Select Trading Opportunities Master, LP (“MSTO” and with MSOF, MCP, and MSTO, collectively the “Seller”), and (iv) the Company.
Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Forward Purchase Agreement.
On April 2, 2025, the parties to the Forward Purchase Agreement entered into a termination agreement (the “Termination Agreement”) which terminated the Forward Purchase Agreement upon the following terms:
1. the section entitled “Other Provisions – (k) Securities Contract; Swap Agreement” and the section entitled “Other Provisions – (f) Indemnification” of the Forward Purchase Agreement, remain in full force and effect;
2. the Number of Shares, equal to 1,618,948, shall be deemed free and clear of all obligations with respect to the Seller (including, but not limited to, Settlement and Optional Early Terminations) and subtracted from the Number of Shares, such that the Number of Shares shall be equal to zero;
3. the Prepayment Shortfall shall be deemed repaid in full to Seller and no future Shortfall Sales shall be made;
4. a Valuation Date will be deemed to have occurred, provided, that the Settlement Amount Adjustment owed to Seller in connection therewith shall be deemed satisfied in full; and
5. the Seller shall pay to the Company the amount of $500,000.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | ||
| 10.1 | Termination Agreement | ||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURE
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: April 17, 2025
| CONNECTM TECHNOLOGY SOLUTIONS, INC. | ||
| By: | /s/ Bhaskar Panigrahi | |
| Name: | Bhaskar Panigrahi | |
| Title: | Chief Executive Officer | |