UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 2.03 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Amendment No. 2, dated October 27, 2026, by and between ConnectM Technology Solutions, Inc. and Ascent Partners Fund LLC. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 2, 2026
| ConnectM Technology Solutions, Inc. | ||
| By: | /s/ Bhaskar Panigrahi | |
| Name: | Bhaskar Panigrahi | |
| Title: | Chief Executive Officer | |