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
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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