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Monterey Capital Acquisition Corporation

419 Webster Street

Monterey, CA 93940

February 12, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

 Attention: Jeffrey
Lewis

Isaac Esquivel

Ronald E. Alper

Pam Howell

    Re:
    Monterey Capital Acquisition Corporation

Registration Statement on Form S-4

Filed December 21, 2023

File No. 333-276182

Ladies and Gentlemen:

This letter sets forth the
response of Monterey Capital Acquisition Corporation (the “Company”) to the comments of the staff of the Division
of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter dated January 17, 2024, with respect to the above reference Registration Statement on Form S-4 (the
 “Registration Statement”).

Concurrently with the submission
of this letter, the Company is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Amended Registration
Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Amended
Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and the registration statement
fee table of the Amended Registration Statement.

    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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the Cover Page of the Amended Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page i of the Amended Registration Statement.

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.

Response: The Company respectfully acknowledges the
Staff's comment and has updated its disclosure on pages 9 and 10 of the Amended Registration Statement.

    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.

Response: The Company has disclosed the purpose for
entering into the Forward Purchase Agreement on pages 9, 25 and 111 of the Amended Registration Statement, which purpose is to decrease
the amount of redemptions in connection with the Special Meeting and potentially increase the amount of working capital available to the
Combined Company following the Closing. In addition, the Company has disclosed on pages 9, 25, 26 and 111 of the Amended Registration
Statement that no purchases have been made by Meteora pursuant to the Forward Purchase Agreement to date.

The Company has deleted the statement in the footnote 2 referenced
in the Staff’s comment, which was included inadvertently.

The Company has adjusted the disclosure
to remove discussion of the lock up agreements within the Amended Registration Statement.

    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.

Response:
The Company respectfully acknowledges the Staff's comment and has updated its disclosure on pages 9 and 10 of the Amended Registration
Statement.

    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.

Response:
The Company respectfully acknowledges the Staff's comment and has updated its disclosure on page 10 of the Amended Registration
Statement.

    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.

Response:
The Company respectfully acknowledges the Staff's comment and has updated its disclosure on pages 9 and 10 of the Amended
Registration Statement.

    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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the holders of the shares Class B
common stock of the Company have waived their rights to any antidilution adjustment due to additional financings in the Sponsor
Support Agreement that is filed as Exhibit 10.7 to the Amended Registration Statement and the description of this agreement
including with respect to such waiver has been on pages 10 and 23 of the Amended Registration Statement to reflect this.

    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.

Response:
The Company respectfully acknowledges the Staff's comment and has updated its disclosure on pages 9 and 10 of the Amended Registration
Statement.

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.

Response:
The Company respectfully acknowledges the Staff's comment and has updated its disclosure on pages 17 and 107 of the Amended Registration
Statement.

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.

Response:
The Company respectfully acknowledges the Staff's comment and has included the requested disclosure on page 27 of the Amended Registration
Statement.

    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.

Response:
The Company respectfully acknowledges the Staff's comment and has included the requested disclosure on pages 20 and 21 of the Amended Registration
Statement.

    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.

Response:
The Company acknowledges the Staff’s comment and has revised the summary disclosure on page 32 and has added a risk factor
on page 53 of the Amended Registration Statement.

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.

Response: The Company respectfully acknowledges the
Staff's comment and has included the requested disclosure on pages 23, 24, 111 and 252 and has added a risk factor on page 50 of the Amended
Registration Statement.

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.

Response:
The Company has disclosed the purpose for entering into the Forward Purchase Agreement on pages 24 through 27 of the Amended Registration
Statement, which purpose is to decrease the amount of redemptions in connection with the Special Meeting and potentially increase the
amount of working capital available to the Combined Company following the Closing.

The Company acknowledges the Staff’s comment
regarding compliance with Rule 14e-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with
respect to the Forward Purchase Agreement and respectfully submits that any purchases of the Company’s Class A Common
Stock made pursuant to the terms of the Forward Purchase Agreement will not be subject to Rule 14e-5 of the Exchange Act
pursuant to the exception provided by Rule 14e-5(b)(7) of the Exchange Act because (i) as noted in the Amended
Registration Statement, the Forward Purchase Agreement was entered into by the parties thereto on December 31, 2022 prior to
the public announcement of the Business Combination Agreement, which was publicly disclosed by press release and Form 8-K on
January 3, 2023; (ii) the obligations set forth in the Forward Purchase Agreement are binding on all parties thereto, and
(iii) the commitment to purchase shares of the Company’s Class A Common Stock contemplated by the Forward Purchase
Agreement was disclosed in connection with the announcement of the Business Combination Agreement and the material terms therein
have been disclosed. Furthermore, the purchases contemplated by the Forward Purchase Agreement will not occur until the period for
making redemption elections in connection with the Special Meeting has ended.

The Company has described the risks associated with the Forward
Purchase Agreement on pages 24 through 27 of the Amended Registration Statement and added risk factors on pages 47 through
49 of the Amended Registration Statement to further discuss the risks associated with the Forward Purchase Agreement.

Except for Meteora’s acquisition of 792,000 the Company’s
units and 60,000 founder shares in connection with the Company’s initial public offering, none of the Company, ConnectM, or their
directors, officers, advisors or respective affiliates had any material relationship with Meteora at the time the Forward Purchase Agreement
was negotiated.

The Company has provided several illustrative examples on
how the Forward Purchase Agreement will work on pages 26 and 27 of the Amended Registration Statement.

The Company has added disclosure on pages 26 and 110
of the Amended Registration Statement that to the knowledge of the Company, Meteora and its affiliates continue to own the units and founder
shares acquired at the time of the IPO.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 29, 30 and 131 through 133 of the Amended Registration Statement.

    18.
    When discussing the market value of the shares held by the sponsor please compare that to the price paid for such shares.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 29 and 132 of the Amended Registration Statement.

    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.

Response: The Company respectfully acknowledges the
Staff's comment and has revised the disclosure on pages 30 and 133 of the Amended Registration Statement.

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 Reven