Current Report · Items 1.01, 2.03, 9.01 · 8-K
ConnectM Technology Solutions, Inc
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01 Entry into a Material Definitive Agreement. Amendment No. 2 to Senior Secured Convertible Promissory Notes As previously reported, on August 31, 2026, ConnectM Technology Solutions, Inc. (the “Company”) entered into a Securities Purchase Agreement (as amended by Amendment No.…
Filed Nov 2, 2026Accepted Nov 2, 2026, 4:20 PM ESTCIK 1895249Accession 0001104659-26-121338
Company context
ConnectM Technology Solutions, Inc. (“ConnectM” or the “Company”) is a U.S.-based AI energy infrastructure company. The Company designs, integrates, installs, monitors, optimizes and maintains the power, thermal and intelligence systems used by electrified homes and businesses, distributed energy resources and, increasingly, artificial intelligence (“AI”) computing, using hardware sourced from partners together with its own software and services. The Company’s intended focus is distributed compute, which it is evaluating as the first application of this infrastructure.
Current securities
Historical securities (8)
Disclosure sections
Items 1.01, 2.03, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into
a Material Definitive Agreement.
Amendment No. 2 to
Senior Secured Convertible Promissory Notes
As previously reported,
on August 31, 2026, ConnectM Technology Solutions, Inc. (the “Company”) entered into a Securities Purchase Agreement (as
amended by Amendment No. 1 thereto, dated September 28, 2026, the “Purchase Agreement”) with Ascent Partners Fund LLC, a
Delaware limited liability company (the “Purchaser”). The Company’s entry into the Purchase Agreement was previously
reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on September 4, 2026; Amendment No. 1 and the related transactions, including the issuance to the Purchaser of the Senior Secured Convertible
Promissory Note (Two-A), dated September 28, 2026 (“Note Two-A”), were previously reported on the Company’s Current
Report on Form 8-K filed with the SEC on October 2, 2026; and the issuance to the Purchaser of the Senior Secured Convertible Promissory
Note (Two-B), dated October 13, 2026 (“Note Two-B” and, together with Note Two-A, the “Amended Notes”), was previously
reported on the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2026 (collectively, the “Prior 8-Ks”).
Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Purchase Agreement or the Amended Notes,
as applicable.
On October 27, 2026,
the Company and the Purchaser entered into a letter agreement constituting Amendment No. 2 (the “Amendment”), which amends
each of the Amended Notes. Prior to the Amendment, the Maturity Date of each Amended Note was subject to automatic acceleration to the
thirtieth (30th) day following the Lock-Up Termination Date (as defined in the Amended Notes). The Amendment provides that the Maturity
Date of each Amended Note will instead automatically accelerate to the ninetieth (90th) day following the Lock-Up Termination Date.
The Amendment becomes
effective on the later of (i) October 27, 2026, and (ii) the date of payment of all Obligations due on or before the effective date of
the Amendment (after giving effect to the Amendment), including all costs, expenses and fees due under any Transaction Document and invoiced
prior to such effective date (the “Amendment Effective Date”). If the Amendment Effective Date has not occurred within two
Business Days after October 27, 2026, the Purchaser may, in its sole discretion upon notice to the Company, terminate the Amendment.
In connection with the
Amendment, each Company Party reaffirmed its obligations under the Guaranty and the other Transaction Documents and all Liens granted
thereunder, which continue to secure the Obligations, and each Company Party granted a general release of claims in favor of the Purchaser
and the Purchaser Parties. The Amendment does not, except as expressly provided therein, waive or modify any Default or Event of Default
or any right or remedy under the Transaction Documents, does not obligate the Purchaser to make any further purchases or advances, and
does not constitute a novation of the Amended Notes.
The foregoing summary
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set
forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment is incorporated herein by reference.