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January 17, 2024
Bala Padmakumar
Chief Executive Officer
Monterey Capital Acquisition Corp
419 Webster Street
Monterey, CA 93940
Re:Monterey Capital Acquisition Corp
Registration Statement on Form S-4
Filed December 21, 2023
File No. 333-276182
Dear Bala Padmakumar:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed December 21, 2023
Cover Page
1.Please disclose the amount of securities being offered, as required by Item 501(b)(2) of
Regulation S-K, as referenced in Item 1 of Form S-4. This would include the common
stock that may be issued upon exercise of outstanding options being assumed in
connection with the business combination. Please also revise the registration statement fee
table to reflect the additional amount that may be issued to the extent MCAC’s transaction
expenses exceed $8,000,000 and clearly disclose on the cover page the maximum
additional amount. Lastly, please clearly disclose the Exchange Ratio as of a recent
practicable date on the cover page and elsewhere in the prospectus.
2.Please prominently disclose when discussing the approximate ownership percentages after
the business combination, that MCAC public stockholders will not know at the time of the
vote the percentage of shares they will hold in the combined company.

 FirstName LastNameBala Padmakumar
 Comapany NameMonterey Capital Acquisition Corp
 January 17, 2024 Page 2
 FirstName LastName
Bala Padmakumar
Monterey Capital Acquisition Corp
January 17, 2024
Page 2
How to Obtain Additional Information, page i
3.Please clearly state that to obtain timely delivery, security holders must request the
information no later than five business days before the date they must make their
investment decision. See Item 2(2) of Form S-4.
What voting power will current MCAC stockholders ....?, page 8
4.Please revise the table to reflect interim levels of redemption. In addition, please revise to
disclose the sponsor and its affiliates' total potential ownership interest in the combined
company, assuming exercise and conversion of all securities. Please also revise the
MCAC public stockholders' ownership to reflect the common stock to be issued upon
consummation of the business combination from the rights.
5.Please revise here and elsewhere as appropriate to explain the purpose of the Forward
Purchase Agreement and disclose whether any shares have been purchased by Meteora
pursuant to this agreement to date. In addition, please explain the statement in footnote 2
that the maximum amount of 1.8 million common shares that Meteora is allowed to
purchase is "due to the remainder of the shares being subject to lock up
agreements." Please explain the reference to lock up agreements, as it does not appear any
public shareholders are subject to lock up agreements.
6.Please disclose all possible sources and extent of dilution that shareholders who elect not
to redeem their shares may experience in connection with the business combination.
Provide disclosure of the impact of each significant source of dilution, including the
amount of equity held by founders, convertible securities, including warrants retained by
redeeming shareholders, at each of the redemption levels detailed in your sensitivity
analysis, including any needed assumptions.
7.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
8.It appears that underwriting fees remain constant and are not adjusted based upon
redemptions. Please include the effective underwriting fee on a percentage basis for shares
at each redemption level presented in your sensitivity analysis related to dilution.
9.Please clarify whether the anti-dilution rights of the class B common shares will apply to
this transaction or whether these rights have been waived.
10.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.

 FirstName LastNameBala Padmakumar
 Comapany NameMonterey Capital Acquisition Corp
 January 17, 2024 Page 3
 FirstName LastName
Bala Padmakumar
Monterey Capital Acquisition Corp
January 17, 2024
Page 3
What happens if the Business Combination is not consummated?, page 14
11.Please briefly address the total amount of transaction expenses incurred to date. Please
clarify whether MCAC has sufficient funds outside of the trust to cover the potential $1.2
million of ConnectM transaction expenses. If not, clarify whether ConnectM waived its
right to claims against the trust and provide clear disclosure of the associated risks. Lastly,
clearly disclose those specific circumstances that would result in MCAC reimbursing
these transaction expenses.
Summary of the Proxy Statement/Prospectus, page 16
12.Please include a summary of the US federal income tax considerations.  See Item 3(k) of
Form S-4.
13.Provide clear and quantified disclosure about the portion of the combined company's total
outstanding shares that may be sold into the market following the business combination.
14.Please revise the summary disclosure concerning ConnectM and the risk factors to
highlight the net losses, negative cash flow from operations and going concern.
Amended and Restated Registration Rights Agreement, page 20
15.Please revise your disclosures here, and elsewhere as appropriate, to quantify the number
of shares that will have registration rights following the consummation of the Business
Combination. Highlight that certain investors may have an incentive to sell even if the
trading price at that time is below the IPO price. Discuss the negative pressure potential
sales of such securities could have on the trading price of the combined company.
Forward Purchase Agreement, page 20
16.Please revise to clearly disclose the purpose for entering into this agreement, which
appears to be to reduce the redemption rate. Please provide your analysis on how such
purchases comply with Rule 14e-5. Revise to discuss the risks that this agreement may
pose to the company and other stockholders. For example, discuss how the purchases
would impact the cash you have available for other purposes and to execute your business
strategy. Also, discuss here, and add risk factor disclosure, as appropriate, to address risks
associated with this arrangement. Please revise to disclose whether MCAC, ConnectM, or
their directors, officers, advisors or respective affiliates had material relationships with
Meteora at the time the FPA was negotiated. Please revise to provide hypothetical
scenarios illustrating how the FPA would work so that investors can better understand the
potential transactions. Lastly, please clarify whether Meteora and its affiliates continue to
own the public shares and founder shares it acquired at the time of the IPO.

 FirstName LastNameBala Padmakumar
 Comapany NameMonterey Capital Acquisition Corp
 January 17, 2024 Page 4
 FirstName LastName
Bala Padmakumar
Monterey Capital Acquisition Corp
January 17, 2024
Page 4
Interests of Certain Persons in the Business Combination, page 23
17.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business
combination. Include the current value of securities held, loans extended, fees due, and
out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide similar disclosure for the company's officers and directors.
18.When discussing the market value of the shares held by the sponsor please compare that to
the price paid for such shares.
19.Clearly identify each officer and/or director of MCAC that may remain as a director of the
combined company. Clearly disclose the "certain closing conditions" upon which this is
contingent, as referenced on page 15.
Risk Factors
A new 1% U.S. federal excise tax could be imposed...., page 37
20.We note the disclosure regarding the stock buyback excise tax enacted as part of the
Inflation Reduction Act in August 2022. Include in your disclosure that the excise tax
could reduce the trust account funds available to pay redemptions or that are available to
the combined company following a de-SPAC.  Please also describe the risks of the excise
tax applying to redemptions in connection with:
•           liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
•           extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and
•           de-SPACs, depending on the structure of the de-SPAC transaction.

Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
Failure to remain in compliance with covenants under our credit and loan agreements ...., page
54
21.Please update the information in this risk factor regarding Libor.
The Business Combination Proposal
Background of the Business Combination, page 93
22.We note that MCAC consulted with EF Hutton during the negotiations. Please clearly
describe the role of EF Hutton in the de-SPAC transaction, and the level of diligence EF
Hutton performed in connection with the transaction.
23.Please clearly disclose whether the May 23 email from Bhaskar Panigrahi was the first

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 Comapany NameMonterey Capital Acquisition Corp
 January 17, 2024 Page 5
 FirstName LastNameBala Padmakumar
Monterey Capital Acquisition Corp
January 17, 2024
Page 5
communication between the parties and clarify how Bhaskar Panigrahi was made aware of
MCAC. In addition, please revise your disclosure throughout this section to provide
greater detail as to the background of the transaction, including the material issues
discussed and key negotiated terms. The disclosure should provide shareholders with an
understanding of how, when, and why the material terms of your proposed transaction
evolved and why this transaction is being recommended as opposed to any alternatives. In
your revised disclosure, please disclose the material terms for any proposals and
subsequent proposals and counter offers, clarify discussion points, and explain how and
why any terms were revised over time.
24.Please include a discussion of the negotiations as they relate to the October 12, 2023
amendment to the merger agreement.
Summary of ConnectM Financial Analysis, page 98
25.We note your disclosure summarizing financial projections provided by ConnectM from
2020 to 2024. Please address the following:
•It appears that the Adjusted EBITDA amounts from 2020 to 2022 on page 99 do not
match the Adjusted EBITDA amounts on page 101. Please clarify and/or revise your
disclosure accordingly;
•Please clarify if the 2023 adjusted EBITDA amount of $6,240,000 on page 101
actually represents "EBITDA" as disclosed in the table on page 99; and
•We note that some of your projections are reflected as one-time/non-recurring
expenses.  Please tell us in greater detail the nature of these expenses, as it is not clear
why they are considered one-time/non-recurring given that these projections are
provided from 2020 to 2022.
26.Please revise to provide the material estimates and assumptions that supported the
projections presented on pages 99 and 101. Please disclose whether the projections are
based on assumptions about growth rates and, if so, clarify whether the growth rates are
based upon growth in operations or growth through acquisition and whether such rates are
reasonable. Please tell us and disclose whether the projections are in line with historic
operating trends. If they are not, please disclose why the change in trends is appropriate
and assumptions are reasonable. Include within your revised disclosure factors or
contingencies that would affect such growth ultimately materializing. Please tell us
whether alternative cases of projections exist.
27.Please revise the table on page 99 to clearly reflect the information that is historical versus
projected.  To the extent the actual financial results differ from the projected information,
please discuss the reasons.
28.We note the disclosure on page 100 that the gross margin projections are largely based
upon plans to invest proceeds from the business combination into gross margin expansion
initiatives. Please provide clear disclosure of the impact significant redemptions could
have upon these projections.

 FirstName LastNameBala Padmakumar
 Comapany NameMonterey Capital Acquisition Corp
 January 17, 2024 Page 6
 FirstName LastName
Bala Padmakumar
Monterey Capital Acquisition Corp
January 17, 2024
Page 6
29.We note the statements on page 99 and 103 that investors should "not to rely on the
forecasts in making a decision regarding the Business Combination", and on page 101 that
"reliance should not be placed on the forecasts." However, you have used and included the
projections in this registration statement. Please revise to remove any implication that
shareholders may not consider or rely on the disclosures.
Valuation Analysis, page 101
30.Please revise to further explain how you determined that the peer group median revenue
multiple was 5.9x on December 31, 2022. Also explain how MCAC determined the base
case and conservative case.
31.Please revise to explain how the peer groups were identified. Please disclose the specific
criteria used to select comparable companies, including whether any comparable
companies meeting the selection criteria were excluded from the analyses.  Please provide
information on the comparability of the companies and transactions selected, including the
development stages of the companies and whether the companies had any commercial
products or revenues.
Current Market Conditions, page 104
32.Given the significant amount of time that has lapsed since the signing of the merger
agreement, please confirm whether or not the projections still reflect management’s views
on future performance and/or describe what consideration the board gave to obtaining
updated projections or a lack of reliance upon the projections.
Material U.S. Federal Income Tax Consequences, page 123
33.Please remove the references to the tax discussion in the prospectus being a "general
summary." Investors are entitled to rely on the opinion expressed. Refer to Section III.D.1
of Staff Legal Bulletin No. 19.
34.We note statements on page 124 regarding the treatment of redemptions under U.S.
federal income tax regulations. We also note that the Business Combination Agreement
seeks treatment under Section 368(a) for aspects of the transaction. Please amend the
disclosure here, and elsewhere as appropriate, to describe the federal
income tax consequences of the entire transaction, including the merger, and not just the
federal income tax consequences of redemptions. If the merger will result
in tax consequences to U.S. shareholders that are material, please file a tax opinion as an
exhibit to the registration statement.
Business of ConnectM, page 141
35.Please clarify the seasonality of your bu