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April 29, 2024
Bala Padmakumar
Chief Executive Officer
Monterey Capital Acquisition Corporation
419 Webster Street
Monterey, CA 93940
Re:Monterey Capital Acquisition Corporation
Amendment No. 3 to Registration Statement on Form S-4
Filed April 15, 2024
File No. 333-276182
Dear Bala Padmakumar:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our April 5, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed April 15, 2024
What voting power will current MCAC stockholders and ConnectM stockholders hold...., page 9
1.We note the removal from the table on page 9 the shares to be held by Meteora. Prior
comment 1 was only seeking removal of Meteora from the table on page 13 relating to the
underwriting fees. Please revise the tables on pages 9 and 10 to add back Meteora. In
addition, please revise the table on page 10 to remove the underwriting fee as a percentage
of gross cash proceeds of the business combination. As previously requested, please revise
the table on page 13 to remove the 40,000 shares to be issued to Meteora, as such shares
are not part of the class A shares issued in the initial public offering, Please also revise the
table on page 13 to include the effective underwriting fee on a percentage basis for shares
at each redemption level presented in your sensitivity analysis related to dilution.

 FirstName LastNameBala Padmakumar
 Comapany NameMonterey Capital Acquisition Corporation
 April 29, 2024 Page 2
 FirstName LastName
Bala Padmakumar
Monterey Capital Acquisition Corporation
April 29, 2024
Page 2
This should be based upon the proceeds in the trust, not the gross proceeds post business
combination. Such information will reflect the amount and percentage of the underwriting
fees born by non-redeeming shareholders from the amount remaining in the trust account.
Material U.S. Federal Income Tax Consequences, page 159
2.Please reconcile the disclosure on page 160 that the statements of law and legal
conclusions set forth in the section entitled “U.S. Federal Income Tax Considerations to
Holders of MCAC Class A Common Stock Exercising Redemption Rights” represent the
opinion of counsel with the opinion filed as Exhibit 8.1, which only references the section
titled "U.S. Federal Income Tax Considerations of the Business Combination to the
ConnectM Stockholders" is the opinion of counsel. In addition, please revise the
discussion of the tax consequences to ConnectM stockholders to clearly disclose the
specific tax consequences of the transaction qualifying as a reorganization. Currently the
disclosure is that the tax consequences "should" be .... However, we note that the opinion
is a "will" opinion.  Please revise or advise.
General
3.We note the current report on Form 8-K filed on April 10, 2024, indicating that the
company has received a NASDAQ notice of delisting. Please revise to clearly disclose
throughout the prospectus, including adding risk factor disclosure.
            Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if you
have questions regarding the financial statements and related matters. Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey Cohan