Correspondence 0001104659-24-066927 from Monterey Capital Acquisition Corp (CNTM) (CIK 0001895249) (CNTM)
Monterey Capital Acquisition Corp (CNTM) (CIK 0001895249)
Date: May 31, 2024 · CIK: 0001895249 · Accession: 0001104659-24-066927
AI Filing Summary & Sentiment
File numbers found in text: 333-276182
Referenced dates: May 13, 2024
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CORRESP
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Monterey Capital Acquisition Corporation
419 Webster Street
Monterey, CA 93940
May 31, 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. 4 to Registration
Statement on Form S-4
Filed May 3, 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 May 13, 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. 5 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. 4 to Registration Statement on Form S-4
filed May 3, 2024
What voting power will current MCAC stockholders ....?, page 9
1. We note the addition of Meteora to
the table on pages 9 and in response to prior comment 1. Please revise the footnote
disclosure to clearly state, as you did in the prior amendment, that "any purchases
of shares by Meteora pursuant to the Forward Purchase Agreement could potentially result
in less cash available to the Combined Company than if such shares had been redeemed by MCAC."
Response:
The Company respectfully acknowledges the Staff’s comment and has updated its disclosure on pages 8, 9, 10 and 11 of the Amended Registration
Statement.
Material U.S. Federal Income Tax Consequences, page 159
2. We note the revisions made in response
to prior comment 3 and we partially reissue the comment. As previously requested, 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 states that "A U.S. Holder should not recognize gain or loss upon the
exchange of ConnectM capital stock for MCAC Common Stock pursuant to the Business Combination."
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 updated its disclosure on page 152 of the Amended Registration
Statement.
General
3. We note the revisions made in response
to prior comment 3. Please clarify what you mean when you state "there is substantial
doubt we will continue as a going concern" if you are unable to regain compliance with
the listing standards.
Response:
The Company respectfully acknowledges the Staff’s comment and has updated its disclosure on the cover page and pages 13, 21, 46 and 164 of the Amended Registration
Statement to remove this disclosure.
4. Please update the disclosure throughout
the prospectus as of the most recent practicable date. For example, we note that the beneficial
ownership information beginning on page 242 is as of December 31, 2023.
Response:
The Company respectfully acknowledges the Staff’s comment and has updated its disclosure throughout the Amended Registration Statement to be as of the most recent practicable date.
*****
Sincerely,
MONTEREY CAPITAL ACQUISITION CORP
/s/ Bala Padmakumar
Name:
Bala Padmakumar
Title:
Chief Executive Officer