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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 2, 2025
ConnectM Technology Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
|
Delaware (State or other jurisdiction of |
001-41389 (Commission File Number) |
87-2898342 (I.R.S. Employer Identification |
| 2 Mount Royal Avenue, Suite 550 Marlborough, Massachusetts (Address of principal executive offices) |
01752 (Zip code) |
617-395-1333
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) |
Name
of each exchange on which registered |
||
| Common stock, par value $0.0001 per share | CNTM | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
On April 2, 2025, ConnectM Technology Solutions, Inc. (“ConnectM” or the “Company”) issued a press release announcing a $1.60 per share buyout offer from its three largest institutional investors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.
The information contained in this Item 7.01, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated April 2, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: April 2, 2025
| CONNECTM TECHNOLOGY SOLUTIONS, INC. | ||
| By: | /s/ Bhaskar Panigrahi | |
| Name: | Bhaskar Panigrahi | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
ConnectM Receives $1.60 Per Share Buyout Offer from its Three Largest Institutional Investors
MARLBOROUGH, Mass., April 2, 2025 /PRNewswire/ -- ConnectM Technology Solutions, Inc. (Nasdaq: CNTM) ("ConnectM" or the "Company"), a high-growth technology company on the leading edge of the energy economy, today announced that it has received a non-binding proposal offering $1.60 per share in cash from its three largest institutional investors-SriSid LLC, Arumilli LLC, and Win-Light Global Co. Ltd.-to acquire all remaining outstanding shares of the Company and transition ConnectM into a privately held entity.
The offer, submitted on March 31, 2025, implies a total equity valuation of approximately $46.5 million for ConnectM.
SriSid LLC, Arumilli LLC, and Win-Light Global Co. Ltd. have been long-term investors in ConnectM, having initially invested in the Company in 2020. In recent months, the investor group has significantly increased their ownership positions, reflecting a deepened commitment to the Company's strategic vision and long-term potential.
The proposed transaction, if accepted, would result in the privatization of ConnectM and is subject to the completion of customary due diligence, definitive agreements, and regulatory approvals.
About ConnectM Technology Solutions, Inc.
ConnectM is a constellation of companies powering the next generation of electrified equipment, mobility and distributed energy—thus enabling a faster, smarter transition to a modern energy economy. The Company provides residential and light commercial service providers and original equipment manufacturers with a proprietary Energy Intelligence Network platform to accelerate the transition to all-electric heating, cooling, and transportation. Leveraging technology, data, artificial intelligence, and behavioral economics, ConnectM aims to lower energy costs and reduce carbon emissions globally.
For more information, please visit: https://www.connectm.com/ This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Cautionary Note Regarding Forward-Looking Statements
We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this press release, regarding our future financial performance and our strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "intend," "believe," "estimate," "continue," "project" or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. We caution you that the forward-looking statements contained herein are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. In addition, we caution you that the forward-looking statements regarding the Company contained in this press release are subject to the risks and uncertainties described in the "Cautionary Note Regarding Forward-Looking Statements" section of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2024. Such filing identifies and addresses other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ConnectM is under no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact:
Investor Relations
Dave Gentry, CEO
RedChip Companies, Inc.
1-407-644-4256
CNTM@redchip.com