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Correspondence 0001104659-24-056975 from Monterey Capital Acquisition Corp (CNTM) (CIK 0001895249) (CNTM)

Monterey Capital Acquisition Corp (CNTM) (CIK 0001895249)
Date: May 3, 2024 · CIK: 0001895249 · Accession: 0001104659-24-056975

AI Filing Summary & Sentiment

File numbers found in text: 333-276182

Referenced dates: April 29, 2024

Date
May 3, 2024
Author
MONTEREY CAPITAL ACQUISITION
Form
CORRESP
Company
Monterey Capital Acquisition Corp (CNTM) (CIK 0001895249)

Letter

Monterey Capital Acquisition Corporation

Webster Street

Monterey, CA 93940

May 3, 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

Amendment No. 3 to Registration Statement on Form S-4

Filed April 15, 2024

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 April 29, 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. 4 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.

Amendment No. 3 to Registration Statement on Form S-4 filed April 15, 2024

What voting power will current MCAC stockholders ....?, 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. 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.

Response: The Company respectfully acknowledges the Staff’s comment and has updated its disclosure on pages 9, 10, 13 and 14 of the Amended Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has removed its disclosure on page 161 and revised its disclosure on page 166 of the Amended Registration Statement to align with the opinion of counsel filed as Exhibit 8.1.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has updated its disclosure on the cover page and pages 14, 15, 24, 25, 51 and 179 of the Amended Registration Statement.

*****

Sincerely,
MONTEREY CAPITAL ACQUISITION
CORP

Show Raw Text
CORRESP
1
filename1.htm

Monterey
Capital Acquisition Corporation

419
Webster Street

Monterey,
CA 93940

May
3, 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

                                            Amendment No. 3 to Registration Statement on Form S-4

                                            Filed April 15, 2024

    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 April 29, 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. 4 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.

Amendment
No. 3 to Registration Statement on Form S-4 filed April 15, 2024

What voting
power will current MCAC stockholders ....?, 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. 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has updated its disclosure on pages 9, 10, 13 and 14 of the Amended Registration
Statement.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and has removed its disclosure on page 161 and revised its disclosure on page 166 of the Amended Registration
Statement to align with the opinion of counsel filed as Exhibit 8.1.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and has updated its disclosure on the cover page and pages 14, 15, 24, 25, 51 and 179 of the Amended Registration
Statement.

*****

    Sincerely,

    MONTEREY CAPITAL ACQUISITION
    CORP

    /s/
    Bala Padmakumar

    Name: Bala Padmakumar

    Title: Chief Executive Officer