ConnectM (OTCQX: CNTM) posts $6.1M profit but flags going‑concern risk
Rhea-AI Filing Summary
ConnectM Technology Solutions, Inc. (CNTM) reported higher continuing-operations revenue but remains dependent on financing and faces going-concern risk. For the six months ended June 30, 2026, revenue from continuing operations was $17.4 million versus $16.1 million in 2025, while net loss from continuing operations narrowed to $7.4 million from $13.8 million.
After divesting its India operations, CNTM recorded a $19.1 million gain on disposal of discontinued operations and income from discontinued operations, net of tax, of $13.5 million, driving net income of $6.1 million versus a prior-year net loss of $11.6 million. The India divestiture produced an equity stake in Blue Cloud Softech Solutions valued at $31.4 million, now classified as investment in equity securities.
At June 30, 2026, CNTM had cash of $2.4 million, a working capital deficit of about $29.8 million, and used $4.6 million of cash in continuing operating activities. Management discloses substantial doubt about the company’s ability to continue as a going concern and is pursuing equity, debt refinancings, and a planned underwritten public offering.
Positive
- Net income turned positive at $6.1 million for the first half of 2026 versus a $11.6 million loss in 2025, driven by gains on discontinued operations.
- Divestiture of India operations generated a $19.1 million gain and $13.5 million income from discontinued operations, removing a historically loss-making segment.
- Investment in Blue Cloud Softech Solutions is recorded at $31.4 million, materially increasing reported total assets to $53.0 million from $36.2 million at year-end 2025.
- Loss from continuing operations improved to $7.4 million from $13.8 million year over year for the first half, reflecting better operating performance and other income.
Negative
- Management cites substantial doubt about CNTM’s ability to continue as a going concern, with a $29.8 million working capital deficit at June 30, 2026.
- Continuing operations used $4.6 million of operating cash in the first half of 2026, indicating ongoing cash burn despite reported net income including discontinued operations.
- The company’s common stock was delisted from Nasdaq in May 2025 and trades on OTCQX, and access to institutional capital remains constrained with a higher cost of capital.
- Total current liabilities of $36.2 million significantly exceed current assets of $6.5 million, highlighting a highly leveraged short-term liquidity position.
Filing Explained
The financing path remains conditional: an offering is registered and debt terms are proposed, but no new financing is reported as completed.
The Form 10-Q is an unaudited quarterly report. It says the Form S-1/A for a firm-commitment underwritten offering is on file, while the
Under the proposed terms, the notes would have aggregate principal of approximately
A registration statement permits securities to be registered for sale but does not itself sell them. An underwritten offering involves an investment bank buying securities from the issuer for resale, with fees reducing proceeds below the gross amount.
Separately, the 1-for-32 reverse split became effective on
The proposed note financing still requires due diligence, definitive documents, a legal opinion, and customary closing conditions. If documented as contemplated, one note would mature after the Blue Cloud share lock-up expires in
Key Figures
Key Terms
3(a)(10) Settlement Agreement regulatory
equity method investee financial
variable interest entities financial
reverse stock split financial
going concern financial
discontinued operations financial
Earnings Snapshot
FAQ
How did CNTM’s revenue from continuing operations change in the first half of 2026?
Why did ConnectM Technology Solutions, Inc. (CNTM) report positive net income in 2026?
What going-concern issues does CNTM disclose in this 10-Q?
How did discontinued operations affect CNTM’s results for the quarter ended June 30, 2026?
What are CNTM’s key balance sheet figures as of June 30, 2026?
What major financing and capital actions is CNTM pursuing?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
| (I.R.S. Employer |
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(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each Exchange on which Registered |
N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 17, 2026, there were
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Report”) contains forward-looking statements. Forward-looking statements include, among others, information concerning our strategy, future operations, future financial position, future revenue, projected expenses, business prospects, and plans and objectives of management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
Forward-looking statements contained in this Report include, but are not limited to, statements about the following:
| ● | the Company operates in the early-stage market of modern energy economy (“MEE”) adoption (which includes AI-powered electrification and distributed energy) and has a history of losses and expects to incur significant ongoing expenses; |
| ● | the Company’s management has limited experience in operating a public company; |
| ● | the Company has identified material weaknesses in its internal control over financial reporting and if it is unable to remediate these material weaknesses, or if the Company identifies additional material weaknesses in the future or otherwise fails to maintain an effective internal control over financial reporting, this may result in material misstatements of the Company’s condensed consolidated financial statements or cause the Company to fail to meet its periodic reporting obligations; |
| ● | the Company’s growth strategy depends on the widespread adoption of MEE Services; |
| ● | if the Company cannot compete successfully against other MEE Service Providers, it may not be successful in developing its operations and its business may suffer; |
| ● | with respect to providing electricity on a price-competitive basis, solar systems face competition from traditional regulated electric utilities, from less-regulated third party energy service providers and from new renewable energy companies; |
| ● | the Company’s market is characterized by rapid technological change, which requires it to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of its products and its financial results; |
| ● | developments in alternative technologies may materially adversely affect demand for the Company’s offerings; and |
| ● | the possibility that we may be adversely affected by other economic, business or competitive factors and may not be able to manage other risks and uncertainties set forth in the section titled “Risk Factors,” which is incorporated herein by reference. |
We caution you that the foregoing list does not contain all of the risks or uncertainties that could affect the Company.
Forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this Report. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Report. You should read this Report and the documents that we have filed as exhibits hereto, completely and with the understanding that our actual future results may be materially different from what we expect.
Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Table of Contents
TABLE OF CONTENTS
Page | |||
PART I – FINANCIAL INFORMATION (unaudited) | 3 | ||
Item 1. | | Unaudited Condensed consolidated Financial Statements | 3 |
Condensed consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 | 3 | ||
Condensed consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025 (unaudited) | 4 | ||
Condensed consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 (unaudited) | 5 | ||
Condensed consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited) | 6 | ||
Notes to Unaudited Condensed Consolidated Financial Statements | 7 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 50 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 72 | |
Item 4. | Controls and Procedures | 73 | |
PART II – OTHER INFORMATION | 74 | ||
Item 1. | Legal Proceedings | 74 | |
Item 1A. | Risk Factors | 74 | |
Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | 75 | |
Item 3. | Defaults Upon Senior Securities | 75 | |
Item 4. | Mine Safety Disclosures | 75 | |
Item 5. | Other Information | 75 | |
Item 6. | Exhibits | 76 | |
Signatures | 78 | ||
2
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PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
CONNECTM TECHNOLOGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(all amounts in USD, except number of shares)
June 30, | | December 31, | ||||
| 2026 | | 2025 | |||
(unaudited) | ||||||
Assets | | | ||||
Current assets | | |||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable - net of allowance for credit loss | | | ||||
| — | |||||
Contract asset | | | ||||
Inventories, net | | | ||||
Prepaid expenses and other current assets | | | ||||
Current assets from discontinued operations | — | | ||||
Total current assets | | | ||||
Right-of-use asset – operating lease | | |||||
Right-of-use asset – finance lease | | |||||
Property and equipment, net | | |||||
Goodwill | | |||||
Intangible assets, net | | |||||
Investment in equity method investee | | — | ||||
Investment in equity securities | | — | ||||
Non - current assets from discontinued operations | — | | ||||
Total Assets | $ | | $ | | ||
Liabilities and Stockholders’ equity | | |||||
Current liabilities | | | ||||
Accounts payable | $ | | $ | | ||
Accrued expenses and other current liabilities | | | ||||
Contingent consideration liability | | | ||||
Debt, net of debt discount | | | ||||
Convertible debt, at fair value | | | ||||
Derivative liabilities | | | ||||
Deferred consideration | | — | ||||
Operating lease liability | | |||||
Finance lease liability | | |||||
Contract liabilities | | |||||
3(a)(10) Settlement Agreement, at fair value | | |||||
Other payable | — | | ||||
Deferred tax liabilities | — | — | ||||
Current liabilities from discontinued operations | — | | ||||
Total current liabilities | | | ||||
Debt, net of current portion | | | ||||
Operating lease liabilities, net of current portion | | | ||||
Finance lease liabilities, net of current portion | — | | ||||
Contingent consideration liability, net of current portion | | | ||||
Non-current liabilities from discontinued operations | — | | ||||
Total liabilities | | | ||||
Commitments and Contingencies (Note 11) | | |||||
Stockholders’ Equity: | | | ||||
Preferred stock Series A, $ | | | ||||
Common stock, $ | | | ||||
Additional paid-in-capital | | | ||||
Accumulated deficit | ( | ( | ||||
Accumulated other comprehensive loss from discontinuing operations | — | ( | ||||
Total ConnectM Technology Solutions, Inc.’s stockholders’ equity/(deficit) | | ( | ||||
Noncontrolling interest from continuing operations | | | ||||
Noncontrolling interest from discontinuing operations | — | | ||||
Total stockholders’ equity | | | ||||
Total liabilities and stockholders’ equity | $ | | $ | | ||
(1) | Amounts have been adjusted to reflect the -for-32 reverse stock split that became effective for market purposes on April 20, 2026. See Note 2 “Basis of presentation and summary of significant accounting policies” for additional details. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CONNECTM TECHNOLOGY SOLUTIONS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(all amounts in USD, except number of shares)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Revenues | $ | | $ | | $ | | $ | | ||||
Cost of revenues | | | | | ||||||||
Gross profit | | | | | ||||||||
Selling, general and administrative expenses | | | | | ||||||||
Loss on impairment of intangible assets | | — | | — | ||||||||
Loss from operations | ( | ( | ( | ( | ||||||||
Other income (expense): | ||||||||||||
Interest expense | ( | ( | ( | ( | ||||||||
Loss on issuance of financial instruments | ( | — | ( | — | ||||||||
Loss on extinguishment of debt and vendor payable | ( | ( | ( | ( | ||||||||
Change in fair value of convertible debt | ( | ( | ( | ( | ||||||||
Gain on Extinguishment of debt | | — | | — | ||||||||
Change in fair value of derivative liabilities | | ( | ( | ( | ||||||||
Gain on settlement of contingent consideration | | — | | — | ||||||||
Change in fair value of forward purchase agreement | — | — | — | ( | ||||||||
Change in fair value on Section 3(a)(10) Settlement Agreement (Note 9) | | ( | ( | ( | ||||||||
Gain (loss) on disposal of business | — | — | ( | — | ||||||||
Equity in earnings of equity method investee | | — | | — | ||||||||
Change in fair value of investment in equity securities | | — | | — | ||||||||
Other income (expense), net | | ( | | | ||||||||
Total other income (expense), net | | ( | ( | ( | ||||||||
Loss from operations before income taxes | ( | ( | ( | ( | ||||||||
Income tax benefit | — | — | — | — | ||||||||
Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Less: net income (loss) from continuing operations attributable to non-controlling interest | ( | | | | ||||||||
Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Discontinued operations | ||||||||||||
Gain (loss) from discontinued operations | ( | | ( | | ||||||||
Gain on disposal of discontinued operation | | — | | — | ||||||||
Income tax on discontinued operations | ( | — | ( | — | ||||||||
Income from discontinued operation, net of tax | $ | | $ | | $ | | $ | | ||||
Less: net income from discontinued operations attributable to non-controlling interest | | | | | ||||||||
Net income from discontinued operation, net of tax | $ | | $ | | $ | | $ | | ||||
Net Income (loss) from continuing and discontinuing operations | $ | | $ | ( | $ | | $ | ( | ||||
Less: net income from continuing and discontinued operations attributable to non-controlling interest | | | | | ||||||||
Net Income (loss) attributable to ConnectM Technology Solutions, Inc. | $ | | $ | ( | $ | | $ | ( | ||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustments for continuing operations | — | — | — | — | ||||||||
Foreign currency translation adjustments for discontinued operations | ( | ( | ( | ( | ||||||||
Comprehensive gain (loss) before noncontrolling interests | $ | | $ | ( | $ | | $ | ( | ||||
Less: net income (loss) from continuing operations attributable to non-controlling interest | ( | | | | ||||||||
Less: net income from discontinued operations attributable to non-controlling interest | | | | | ||||||||
Comprehensive loss attributable to ConnectM Technology Solutions, Inc. | $ | | $ | ( | $ | | $ | ( | ||||
Weighted average shares outstanding of common stock | | | | | ||||||||
Basic and diluted net loss per share, common stock for continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Basic and diluted net loss per share, common stock for discontinued operations | $ | | $ | | $ | | $ | | ||||
(1) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CONNECTM TECHNOLOGY SOLUTIONS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(all amounts in USD, except number of shares)
For the Six Months Ended June 30, 2026 | ||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||||||
Common Stock | Paid-In | Accumulated | Comprehensive | Stockholders’ | Noncontrolling | Stockholders’ | ||||||||||||||||||
| Shares | | Amount | | Capital | | Deficit | | Income (Loss) | | Equity/(Deficit) | | interests | | Equity/(Deficit) | |||||||||
Balances, as of January 1, 2025 | | $ | | $ | | $ | ( | $ | | $ | ( | $ | | $ | ( | |||||||||
Issuance of common stock to settle claim under Section 3(a)10 Settlement Agreement (see Note 9) | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock to settle share reset derivative liabilities (see Note 9) | | | | — | — | | — | | ||||||||||||||||
Other comprehensive income | — | — | — | — | | | — | | ||||||||||||||||
Net loss from continuing and discontinued operations | — | — | — | ( | — | ( | | ( | ||||||||||||||||
Balances, as of March 31, 2025 | | $ | | $ | | $ | ( | $ | | $ | ( | $ | | $ | ( | |||||||||
Issuance of common stock to extinguish obligations to vendors and lenders under 3a10 plan | | $ | | $ | | $ | — | $ | — | $ | | $ | — | $ | | |||||||||
Issuance of common stock to BOD and employees | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock to Vendors | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock in connection with stock subscription | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock in connection with the conversion of convertible debt and accrued interest under 3(a)(9) settlement | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock in connection with acquisition of ATS & SESB | | | | — | — | | — | | ||||||||||||||||
Increase in non-controlling interests from business combination | — | — | — | — | — | — | | | ||||||||||||||||
Other comprehensive income from continuing operations | — | — | — | — | — | — | — | — | ||||||||||||||||
Other comprehensive income from discontinued operations | — | — | — | — | ( | ( | — | ( | ||||||||||||||||
Net loss from continuing and discontinued operations | — | — | — | ( | — | ( | | ( | ||||||||||||||||
Balances, as of June 30, 2025 | |
| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | ( |
| $ | |
| $ | ( | ||
Balance, as of January 1, 2026 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | |||||||||
Issuance of commitment shares in connection with convertible debt | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock in connection with the conversion of SEPA conversion debt | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock in connection with share exchange agreement to settled accounts payable vendors | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock to BOD and employees | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock in connection with equity method investment in Sun Solar | | | | — | — | | — | | ||||||||||||||||
Fractional share adjustment due to reverse stock split | | — | — | — | — | — | — | — | ||||||||||||||||
Other comprehensive income | — | — | — | — | ( | ( | — | ( | ||||||||||||||||
Net loss from continuing and discontinued operations | — | — | — | ( |
| ( | | ( | ||||||||||||||||
Balances, as of March 31, 2026 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | |||||||||
Issuance of commitment shares in connection with convertible debt | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock in connection with the conversion of SEPA conversion debt | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock in connection with share exchange agreement to settled accounts payable vendors | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock to BOD and employees | | | | — | — | | — | | ||||||||||||||||
Issuance of common stock in connection with acquisition of HKA (see Note 15) | | | | — | — | | — | | ||||||||||||||||
Fractional share adjustment due to reverse stock split | | — | — | — | — | — | — | — | ||||||||||||||||
Issuance of common stock in connection with the conversion of convertible debt and accrued interest under 3a9 | | | | — | — | | — | | ||||||||||||||||
Decrease in noncontrolling interest from sale of subsidiary equity | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Release of cumulative translation adjustment on deconsolidation of GIX | — | — | — | — | | | — | | ||||||||||||||||
Other comprehensive income from continuing operations | — | — | — | — | ( | ( | — | ( | ||||||||||||||||
Net loss from continuing and discontinued operations | — | — | — | | — | | | | ||||||||||||||||
Balances, as of June 30, 2026 | | $ | | | $ | ( | $ | — | $ | | $ | | $ | |||||||||||
| (1) | Amounts have been adjusted to reflect the -for-32 reverse stock split that became effective for market purposes on April 20, 2026. See Note 2 “Basis of presentation and summary of significant accounting policies” for additional details. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CONNECTM TECHNOLOGY SOLUTIONS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts in USD)
Six Months Ended June 30, | ||||||
| 2026 | | 2025 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | | |||||
Net income (loss) | $ | | $ | ( | ||
Less: Income/ Loss on discontinuing operation | | | ||||
Net loss from continuing operations | ( | ( | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | | |||||
Depreciation and amortization expense | | | ||||
Amortization of debt discount | | | ||||
Stock-based compensation expense | | | ||||
Right-of-use asset - amortization on finance leases | | | ||||
Right-of-use asset - amortization on operating leases | | | ||||
Equity in earnings of equity method investee | ( | — | ||||
Change in fair value of investment in equity securities | ( | — | ||||
Loss on disposal of GEG | | — | ||||
Loss on disposal of ATS | | — | ||||
Provision for expected credit loss | | | ||||
Loss on issue of financial instrument | | — | ||||
Loss on extinguishment of debt and vendor payable | | | ||||
Gain on extinguishment of debt | ( | — | ||||
Gain on disposal of property and equipment | — | ( | ||||
Loss on reposessed vehicle | — | | ||||
Change in fair value of 3(a)(10) Settlement Agreement (Note 9) | | | ||||
Change in fair value of convertible debt | | | ||||
Change in fair value of derivative liabilities | | | ||||
Gain on settlement of contingent consideration | ( | — | ||||
Loss on impairment of intangible assets | | — | ||||
Other payable | ( | — | ||||
Loss on termination of lease | — | | ||||
Change in fair value of forward purchase agreement | — | | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | ( | ( | ||||
Contract asset | | | ||||
Inventory | | ( | ||||
Prepaid expenses and other current assets | ( | | ||||
Accounts payable | | | ||||
Accrued expenses and other current liabilities | | ( | ||||
Contingent consideration liability | ( | — | ||||
Operating lease liabilities | — | ( | ||||
Working capital advances | — | | ||||
Contract liabilities | | | ||||
Net cash used in operating activities - continuing operations | ( | ( | ||||
Net cash used in operating activities - discontinuing operations | ( | ( | ||||
CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS | ||||||
Purchase of property and equipment | ( | — | ||||
Proceeds from disposal of GEG | | — | ||||
Purchase consideration paid for acquisition of HKA, net of cash acquired | | — | ||||
Cash paid for capitalized software development costs | ( | ( | ||||
Proceeds from the sale of property and equipment | — | | ||||
Cash received (paid) for noncontrolling interest | — | — | ||||
Net cash used in investing activities - continuing operations | ( | ( | ||||
Net cash provided by (used in) investing activities - discontinuing operations | ( | | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Proceeds from the issuance of debt | | | ||||
Proceeds from factoring receivable arrangements | | — | ||||
Proceeds from the issuance of convertible notes | | | ||||
Repayments on convertible notes | ( | ( | ||||
Cash paid for debt issuance costs | ( | — | ||||
Repayments of debt | ( | ( | ||||
Payment on finance leases | ( | ( | ||||
Proceeds from Stock Subscription agreement | — | | ||||
Repayment of premium financing obligations | — | ( | ||||
Proceeds from Forward Purchase agreement | — | | ||||
Net cash provided by financing activities - continuing operations | | | ||||
Net cash provided by (used in) financing activities - discontinuing operations | | ( | ||||
Effect of exchange rate changes on cash | | ( | ||||
Increase (decrease) in cash and cash equivalents | ( | | ||||
Cash and cash equivalents, beginning of the period | | | ||||
Cash and cash equivalents, end of the period | $ | | $ | | ||
Supplemental disclosures of cash flow information: | ||||||
Cash paid for interest | $ | | $ | | ||
Supplemental disclosures of noncash investing and financing information: | ||||||
Issuance of shares for equity method investment | $ | | $ | — | ||
Issuance of commitment shares in connection with convertible debt | $ | | $ | — | ||
Issuance of common stock in connection with the conversion of SEPA conversion debt | $ | | $ | — | ||
Fair value of shares issued to settle Claim under Section 3(a)(9) Settlement Agreement | $ | | $ | — | ||
Settlement of accounts payable through issuance of shares | $ | | $ | — | ||
Consideration receivable from disposal of GEG | $ | | $ | — | ||
Shares issued to acquire new subsidiaries (HKA) | $ | | $ | — | ||
Non-cash investment for shares received from Blue Cloud | $ | | $ | — | ||
Gain on deconsolidation of discontinuing operations (net of tax) | $ | | $ | — | ||
Gain on extinguishment of debt | $ | $ | — | |||
Deferred consideration payable | $ | $ | — | |||
Fair value of shares issued to settle Claim under 3(a)(10) Settlement Agreement | $ | — | $ | | ||
Carrying value of accounts payable extinguished with 3(a)(10) Settlement Agreement | $ | — | $ | | ||
Carrying value of debt extinguished with 3(a)(10) Settlement Agreement | $ | — | $ | | ||
Fair value of shares issued to settle the share reset derivative liabilities | $ | — | $ | | ||
Extinguishment of accounts payable through issuance of debt | $ | — | $ | | ||
Reposesed vehicle | $ | — | $ | | ||
Fair value of shares issued to settle Claim under 3(a)(9) Settlement Agreement | $ | — | $ | | ||
Removal of ROU asset and lease liability at lease termination | $ | — | $ | | ||
Reclassification of remaining obligation under terminated lease | $ | — | $ | | ||
Acquisition of non-controlling interest | $ | — | $ | | ||
Shares issued to acquire new subsidiaries | $ | — | $ | | ||
Financed insurance premium | $ | — | $ | | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CONNECTM TECHNOLOGY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 1: ORGANIZATION AND OPERATIONS
ConnectM Technology Solutions, Inc. (the “Company”, “we” and/or “our”), a Delaware corporation, conducts its operations through its subsidiaries as a constellation of technology-driven businesses powering the modern energy economy. The Company’s mission is to reshape how energy is used in homes, businesses, infrastructure, and logistics to create a higher quality of life, lower costs, and help chart a course for a more sustainable future.
The Company’s continuing operations are primarily focused on DeliveryCircle, asset-light logistics technology subsidiary, Keen Labs, the Company’s wholly owned AI and technology subsidiary, and Harry Kahn Associates, Inc, (“HKA”), the Company’s wholly owned subsidiary.
The Company delivers solutions to its customers for (i) the decarbonization of homes, critical infrastructure and businesses through energy management-as-a-service offerings, including weatherization, HVAC, solar, and through the wholesale distribution of AI-enabled heat pump equipment and smart controls, (ii) the facilitation of business-to-business transportation through its online and mobile last-mile delivery platform utilizing contracted drivers, and (iii) the management of connected operations through its industrial internet of things (“IIoT”) platform. These offerings are integrated and optimized through the Company’s proprietary platform, developed and continuously enhanced by Keen Labs, its AI and technology subsidiary.
DeliveryCircle operates an online and mobile last-mile delivery platform that utilizes independent contracted drivers to facilitate business-to-business transportation.
On April 3, 2026, the Company acquired
The Company’s OSN segment provides energy solutions directly to residential, commercial and enterprise customers. OSN’s operations primarily include the installation, maintenance and servicing of electrified heating and cooling systems and distributed energy solutions, including solar and battery systems. The installed equipment is supported by the Company’s AI-driven energy intelligence platform, which enables monitoring of equipment performance and efficiency and facilitates the identification of maintenance requirements.
The Company also offers physical products as part of its solutions offerings. These include AI-enabled heat pump systems for use in the decarbonization of homes and businesses, as well as solar panels, inverters, battery storage systems, and related balance-of-system components, which are procured and distributed by the Company’s wholly-owned subsidiary, Keen Labs Operations, Inc., to installation partners, including Sun Solar, LLC.
The Company’s platform and associated software continuously collect and analyze operational data, generating actionable insights that customers use for monitoring, optimization and decision-making, and enabling applications such as predictive maintenance and virtual power plant integration.
The Company previously provided managed solutions offerings, including human resources management, procurement services, omnichannel marketing and lead generation services, and access to working capital solutions designed to improve operating efficiency and enhance profitability for service providers. The Company is currently evaluating to cease to provide managed solution services.
The Company is actively rationalizing its segment portfolio to focus on its highest-quality, U.S. based verticals that contribute positively to operating results. During the three and six months ended June 30, 2026, the Company continued to streamline certain HVAC, solar, and other home service operations within the Owned Service Network segment as the Company shifted its decarbonization strategy toward product-led and technology-enabled offerings. The Keen Labs segment conducts the Company’s technology platform operations and U.S. wholesale procurement and distribution of solar, energy storage, and related balance-of-system components through
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Keen Labs Operations, Inc., and contributed approximately $
On May 23, 2025, Global Impx LLC (“GIX”) was organized as a Delaware limited liability company. GIX had no business transactions from its date of formation through November 2025. Prior to January 1, 2026, the Company directly held
The Company completed the previously announced Share Swap Agreement with Blue Cloud Softech Solutions Limited, a Company registered in India and listed in national stock exchanges in India (“Blue Cloud”), transferring
The Company reported its results through
NOTE 2: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and principles of consolidation: The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The Company has evaluated its relationships with other entities and has determined that it does not have any variable interest entities for which it is the primary beneficiary. Any reference in these footnotes to the applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
These condensed consolidated financial statements include the accounts of the Company, its majority owned subsidiaries, and its controlled subsidiaries over which the Company exercises majority board control; investment in joint ventures, in which the Company shares equal control with its partner, are accounted for under the equity method. Intercompany accounts, transactions, profits and losses have been eliminated in consolidation. Investments in entities where the Company holds at least a 20% ownership interest and has the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting.
These condensed consolidated financial statements are presented in United States Dollars (“USD” or $), which is the functional currency of the Company.
These interim consolidated statements have been prepared pursuant to the rules and regulations of the SEC, which permit reduced disclosure for interim periods. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, changes in stockholders’ equity, operating results and cash flows for the periods presented. The condensed consolidated balance sheet as of December 31, 2025 was derived from the Company’s audited consolidated financial statements as of that date. The operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other interim period. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for
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the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2026.
Reclassifications: Certain prior period amounts have been reclassified to conform to the current year presentation.
Changes to previously issued financial statements
During the preparation of the Company’s condensed consolidated financial statements, management identified certain changes to the Company’s previously issued unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025, which were included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025. Management evaluated the errors, individually and in the aggregate, and concluded that they were not significant to the Company’s previously issued condensed consolidated financial statements for the prior period. Accordingly, amendment of the prior filing is not required. However, management determined that the errors should be corrected by revising the applicable prior-period financial information presented herein. The revisions to the previously reported financial information primarily resulted from the following:
| ● | Interim Period revisions: In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, the Company identified certain insignificant adjustments that were attributable to prior interim periods. Accordingly, the comparative condensed consolidated statements of operations for the three and six months ended June 30, 2025 have been revised to reflect the effects of these adjustments in the appropriate periods. The following were the adjustments made: |
| i) | Certain costs had been capitalized as intangible assets during prior interim periods although the applicable capitalization criteria had not been met. These amounts were subsequently reversed as of December 31, 2025, and have been reflected in the appropriate prior interim periods. The adjustment resulted in an increase of approximately $ |
| ii) | Certain moulds used in the manufacturing of chips had previously been classified as inventory, although such classification did not appropriately reflect their nature and use in the Company’s operations. These amounts were subsequently reclassified from inventory to property and equipment in the Company’s Form 10-K filing. Although the reclassification and related depreciation were appropriately reflected in the Form 10-K, the moulds and related amounts were not correctly presented in the Company’s previously filed Form 10-Q filings. Accordingly, depreciation on such molds has been computed and recorded in the appropriate prior interim periods to reflect their use in operations. Accordingly, the Company recorded approximately $ |
| iii) | Certain expenses previously classified within selling, general and administrative expenses were reclassified to cost of revenue to better reflect the nature of the underlying costs. The reclassification was approximately $ |
| iv) | The Company identified a classification difference in December 31, 2025 financial statement whereby changes in the fair value of debt instruments related to its section 3(a)(10) immediately prior to extinguishment were recorded within gain/(loss) on extinguishment of debt and additional paid in capital instead of gain/(loss) on change in fair value. The effects of these revisions, which were previously reflected as part of the year-end adjustments, have been reflected in the appropriate prior interim periods. The revisions included adjustments of approximately $ |
| v) | The Company identified an additional allowance for expected credit losses that should have been recognized as of June 30, 2025. Accordingly, the Company recorded an additional provision for expected credit losses of approximately $ |
| vi) | The Company identified certain revenue that had previously been deferred but for which the applicable revenue recognition criteria were satisfied during the prior interim period. Accordingly, revenue for the applicable prior period was increased by approximately . |
| vii) | The Company identified certain expenses for which accruals had not been recorded in the appropriate prior interim periods. Accordingly, the Company recorded additional accrued expenses of approximately $ |
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| ● | Discontinued operations: On June 17, 2026, the Company completed the disposition of its GIX operations. As a result, the GIX operations qualified for presentation as discontinued operations. Accordingly, the comparative condensed consolidated statements of operations for the three and six months ended June 30, 2025 have been retrospectively revised to present the results of the GIX operations as discontinued operations. (see Note 4) |
The impact of the adjustment on the line items within the previously reported unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2025 included in the Company’s Form 10-Q filed with the SEC on September 16, 2025 are as follows:
| Six Months Ended June 30, 2025 | ||||||||||||||
Numbers | Discontinuing | Continuing | |||||||||||||
reported as of | revision | Adjusted | Operations as of | Operations as of | |||||||||||
June 30, 2025 | | adjustments | | balances | | June 30, 2025 | | June 30, 2025 | |||||||
Revenues | $ | $ | $ | $ | | $ | |||||||||
Cost of revenues | | ||||||||||||||
Gross profit |
| |
| |
| |
| | |||||||
Selling, general and administrative expenses |
| |
| |
| |
| | |||||||
Loss on impairment of intangible assets |
| — |
| — |
| — | — |
| — | ||||||
Loss from operations |
| ( |
| ( |
| ( | ( |
| ( | ||||||
Other income (expense): |
| |
| |
| |
| | |||||||
Interest expense |
| ( |
| — |
| ( | |
| ( | ||||||
Loss on extinguishment of debt and vendor payable |
| ( |
| |
| ( | — |
| ( | ||||||
Change in fair value of convertible debt |
| ( |
| — |
| ( | — |
| ( | ||||||
Change in fair value of forward purchase agreement |
| ( |
| — |
| ( | — |
| ( | ||||||
Change in fair value of derivative liabilities |
| ( |
| — |
| ( | — |
| ( | ||||||
Bargain Purchase Gain |
| |
| — |
| |
| — | |||||||
Change in fair value on 3(a)(10) Settlement Agreement (Note 6) |
| |
| ( |
| ( | — |
| ( | ||||||
Other income (expense), net |
| |
| — |
| |
| | |||||||
Total other income (expense), net |
| ( |
| ( |
| ( | |
| ( | ||||||
Net income (loss) |
| ( |
| ( |
| ( | |
| ( | ||||||
| Three Months Ended June 30, 2025 | ||||||||||||||
Numbers | Discontinuing | Continuing | |||||||||||||
reported as of | revision | Adjusted | Operations as of | Operations as of | |||||||||||
June 30, 2025 | | adjustments | | balances | | June 30, 2025 | | June 30, 2025 | |||||||
Revenues | $ | $ | $ | $ | | $ | |||||||||
Cost of revenues | | ||||||||||||||
Gross profit |
| |
| |
| |
| | |||||||
Selling, general and administrative expenses |
| |
| |
| |
| | |||||||
Loss on impairment of intangible assets |
| — |
| — |
| — | — |
| — | ||||||
Loss from operations |
| ( |
| ( |
| ( | ( |
| ( | ||||||
Other income (expense): |
| |
| |
| |
| | |||||||
Interest expense |
| ( |
| — |
| ( | |
| ( | ||||||
Loss on extinguishment of debt and vendor payable |
| ( |
| |
| ( | — |
| ( | ||||||
Change in fair value of convertible debt |
| ( |
| — |
| ( | — |
| ( | ||||||
Change in fair value of forward purchase agreement |
| — |
| — |
| — | — |
| — | ||||||
Change in fair value of derivative liabilities |
| ( |
| — |
| ( | — |
| ( | ||||||
Bargain Purchase Gain |
| |
| — |
| | |
| — | ||||||
Change in fair value on 3(a)(10) Settlement Agreement (Note 6) |
| |
| ( |
| ( | — |
| ( | ||||||
Other income (expense), net |
| ( |
| — |
| ( | |
| ( | ||||||
Total other income (expense), net |
| ( |
| ( |
| ( | |
| ( | ||||||
Net income (loss) |
| ( |
| ( |
| ( | |
| ( | ||||||
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Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of financial assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The Company’s most significant estimates and judgments involve the identification of intangible assets and goodwill in business combination, and determination of their useful life, valuation of acquired assets and assumed liabilities in a business combination, assessment of financial instruments as equity or liability, valuation of equity-classified and liability classified financial instruments, the useful lives of long-lived assets and identified intangible assets, assumptions used in assessing impairment of long lived assets, identified intangible assets and goodwill, valuation of contingent consideration obligations, valuation of Purchase Price Allocation (“PPA”) for assets acquisition and convertible debt reported at fair value.
Segment reporting: ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources.
The Company reported its results through
Below are five operating and reportable segments based on the level at which the CODM reviews operating results, assesses performance and makes decisions regarding resource allocation as follows:
(1) | Owned service network segment consists of our owned service providers who serve as a single point solution provider for enterprises, infrastructure providers, homeowners, and light commercial building owners for their electrification and decarbonization needs, including system design, installation, monitoring, maintenance and repair of solar energy systems and HVAC solutions. The owned service providers use the Company’s technology platform, which provides maintenance, repair, and installation guidance and optimization (the “Technology Platform”), in servicing the homeowners and light commercial building owners. During the three and six months ended June 30, 2026, the Company continued to streamline certain HVAC, solar, and other home service operations within the Owned Service Network segment as the Company shifted its strategy toward product-led and technology-enabled offerings. As of June 30, 2026, the Company had not authorized and approved a plan to sell and continued to evaluate multiple strategic alternatives. Accordingly, the disposal group did not meet the criteria for classification as held for sale under ASC 205-20-45-1E as management had not committed to a plan of sale and a sale was not considered probable within one year. |
(2) | Managed solutions segment provides third party residential and light commercial service providers with access to the Technology Platform as well as a selection of servicing offerings that the managed solutions customer can select from, including human resources management, procurement services, omnichannel marketing and lead generation as well as access to short-term working capital loans. The Company terminated its last remaining managed service agreement in April 2026, and this segment is expected to be eliminated as a reportable segment beginning in the third quarter of 2026. As the Company continues to focus on its strategy toward product-led and technology-enabled offerings and as part of this strategy, the Company terminated its managed service solution agreement. As of June 30, 2026, the Company had not authorized and approved a plan to sell and continued to evaluate multiple strategic alternatives for this segment. Accordingly, the termination of services did not meet the criteria for classification as held for sale under ASC 205-20-45-1E as management had not committed to a plan of sale and a sale was not considered probable within one year, consider this the segment is presented as held-and-used in these condensed consolidated financial statements. |
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(3) | Keen Labs segment focuses on the development of AI, control, and energy intelligence platforms that underpin the Company’s modern energy economy solutions, conducted primarily through Keen Labs Operations, Inc. The segment’s portfolio includes industrial IoT hardware, the Hi-C™ line of hybrid energy storage systems, the Hi-E™ line of lithium iron phosphate long - duration and virtual power plant (“VPP”)-enabling storage systems, smart heat pumps, and connected vehicle technologies, each integrated through the segment’s software platform to optimize performance across fleets, facilities, and distributed energy assets. The segment also conducts the Company’s U.S. wholesale procurement and distribution of solar panels, inverters, batteries, and related balance-of-system components to installation partners under VPP kit supply arrangements. |
(4) | Logistics segment focuses on the facilitation of business-to-business transportation of heavy goods using the Company’s last mile delivery software. |
(5) | Other segment - Comprises corporate-level operations and the Company’s HKA subsidiary, this segment generated de minimis revenue during the periods presented, consisting of less than $ |
The following segments have been divested as a result of disposal of the transaction described in Note 4:
(1) | Distributed Energy & Renewables (“DER”) focuses on the delivery of solar and distributed energy solutions for commercial, residential, consumer, and industrial customers in India, including project development, EPC services and ongoing energy management, conducted through the Company’s Cambridge Energy Resources (“CER”) subsidiary. The DER segment’s operations are included within the scope of the Blue Cloud transaction. |
(2) | Transportation segment focuses on the sale of hardware, software and technical services for electric vehicles to original equipment manufacturers (“OEMs”). OEMs have the option to buy access to the Technology Platform to remotely monitor the performance of the hardware. |
Revenue Recognition: The Company follows the guidance of ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. The Company’s revenue is generated from customers located in the U.S. and India.
Revenue is recognized based on a five step model that includes (1) Identification of the contract with a customer, (2) Identification of the performance obligations in the contract, (3) Determination of the transaction price, (4) A location of the transaction price to the performance obligations in the contract, (5) Recognition of revenue when, or as, the Company satisfies a performance obligation.
Installation and Maintenance Services
Our installation services encompass both solar energy systems and HVAC solutions, including system design, procurement and delivery of key components, and full installation. Solar energy system components typically include photovoltaic modules, inverters, battery storage systems, and related equipment, while HVAC installations include heating, ventilation, and air conditioning units, ductwork, and control systems. These services also include activities required to integrate the systems with existing infrastructure and, where applicable, facilitate connection to the electrical grid. These services represent multiple performance obligations that are combined into a single unit of accounting. Each transaction is a distinct performance obligation, priced on a standalone basis. The transaction price is determined at service or contract inception and reflects the amount of consideration to which we expect to be entitled in exchange for the services provided to the customer and is reported net of discounts that may be offered. Discounts, if any, are genera ly explicitly stated in a contract as a fixed percentage of the transaction price related to the performance obligations within the contract.
Our operations are organized into two primary categories: Solar and HVAC installation and maintenance services to customers.
For all installation and maintenance contracts as mentioned above, we recognize revenue over time. Our over-time revenue recognition begins when the solar power systems and HVAC solutions are fully installed (as it is at this point that control of the assets begins to be transferred to the customer and the customer retains the significant risks and rewards of ownership). For certain Installation and maintenance services which have significant installation period, we recognize revenue using the input method based on direct costs to install the systems and defer the costs of installation until such time that that control of the assets transfers to the customer (installation).
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In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred for installation and obtaining the permission to operate, each relative to the total estimated cost to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy these certain specific Installation and maintenance contracts and therefore reflect the transfer of goods to a customer under such contracts. Costs incurred towards contract completion may include costs associated with modules, direct materials, labor, subcontractors, and other indirect costs related to contract performance.
Certain specific installation and maintenance contracts with very short installation period are typically completed within one to two weeks, and invoicing generally occurs upon completion of performance. Given the short-term nature of these contracts, the Company has elected to apply the “as-invoiced” practical expedient under ASC 606-10-55-18, as the invoiced amount corresponds directly with the value of the services transferred to the customer at each bi ling. The output method is considered the most faithful depiction of the Company’s performance for these contracts because, unlike the input method used for longer-duration installation and maintenance contracts, the short contract duration and direct correspondence between invoiced amounts and value delivered to the customer make cost-based progress measurement unnecessary. Accordingly, revenue is recognized in the amount invoiced.
The Company also sells a range of ConnectM-branded heat pump products directly to customers, including under specific distribution agreements such as with Greentech Renewables. Revenue from heat pump product sales is recognized at a point in time when control transfers to the customer, which generally occurs upon delivery. The Company sells solar energy and battery storage systems and heat pump products to residential and commercial customers and recognizes revenue net of sales taxes collected from customers and remitted to government authorities.
Logistics Services
Logistics services revenue consists of delivery fees paid by customers for completed deliveries through DeliveryCircle’s proprietary Decios platform. DeliveryCircle acts as a principal in its delivery arrangements, as it controls the delivery service before it is transferred to the customer, directs the carriers who perform the deliveries, bears primary responsibility for fulfilment, has discretion in establishing pricing, and assumes inventory and credit risk. Accordingly, delivery service revenue is presented gross.
Each customer order submitted into the Platform constitutes a single performance obligation representing a delivery service from a single point of origin to a limited number of destinations. The Company has determined that delivery services qualify for over-time revenue recognition under ASC 606-10-25-27(a), as the customer simultaneously receives and consumes the benefits of DeliveryCircle’s performance as each delivery is performed — the service results in transportation of the customer’s parcels to end locations, and if DeliveryCircle were to cease performing at any point, another provider would not need to reperform the work already completed to date.
The Company measures progress toward satisfaction of the performance obligation using the output method based on deliveries completed, applying the right-to-invoice practical expedient under ASC 606-10-55-18. Since the duration of each delivery service is short and the invoice amount is contractually determined at the time the order is submitted, the invoiced amount corresponds directly with the value of the Company’s performance completed to date and faithfully depicts the transfer of services. The output method is considered the most faithful depiction of the transfer of services because each completed delivery represents a discrete, directly observable unit of value transferred to the customer, and the very short performance period makes cost-based input measures unnecessary for faithfully depicting transfer of control.
The transaction price for each delivery order is substantially fixed at the time the order is submitted into the Platform, as the number of items, destination zones, and applicable per-unit rates are established at that point. Delivery service fees and per-order minimum purchase requirements represent fixed consideration determined on a per-order basis. Fuel surcharges, while adjusted monthly based on a national average fuel rate, are fixed at the time each order is entered and do not represent variable consideration. Waiting fees, which are incurred when a carrier waits beyond a specified time at pick-up or drop-off locations, represent variable consideration as the amounts are not determinable until delivery is completed. The Company includes variable consideration in the transaction price only to the extent that it is probable that a significant reversal in cumulative revenue recognized will not occur when the uncertainty is subsequently resolved. Given the short-term nature of each delivery, the limited magnitude of waiting fees relative to total delivery fees, and the Company’s historical experience, the constraint on variable consideration has not had a material impact on revenue recognized during the periods presented.
Revenue is generally billed on a weekly basis with payment terms of net 14 days. The Company excludes from revenue the taxes collected from customers and remitted to government authorities.
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Managed Solutions
Managed solutions revenue represents support services provided to a customer, including human resources and payroll administration, procurement and vendor management, marketing and lead generation, working capital and financing facilitation, and business implementation services including technology platform onboarding. While each of these services is individually capable of being distinct — as the customer could benefit from each service on its own or together with other readily available resources under ASC 606-10-25-19(a) — the Company has determined that the services are not separately identifiable within the context of the contract under ASC 606-10-25-19(b) and are therefore combined into a single performance obligation. Specifically, the Company provides a significant service of integrating the individual services into a single, unified managed services model, and is responsible for coordinating, managing, and overseeing all service elements. The services are highly interdependent and interrelated, are designed to be delivered together, and no individual service provides meaningful standalone benefit within the context of the contract; removing or modifying any individual service would significantly affect the overall arrangement and the customer’s ability to obtain the intended benefit under the MSA.
Performance obligations related to managed solutions contracts are satisfied over time, as the customer simultaneously receives and consumes the benefits of the services as they are performed, and each period of service is substantially the same with the same pattern of transfer over the life of the contract. Revenue is recognized based on amounts invoiced to the customer using the right-to-invoice practical expedient under ASC 606, as the amounts invoiced correspond directly to the value transferred to the customer.
Pricing for the Company’s managed solutions services is established in the customer contract and is set as a percentage of the customer’s revenue for a month. Quarterly, a working capital true-up adjustment may be processed if costs incurred by the customer exceed the percentage of the customer’s revenue. If a working capital true-up adjustment is determined necessary, it is recorded as a reduction of selling, general and administrative expenses as it represents the customer’s reimbursement of costs incurred by the Company.
Revenue recognition – HKA
The Company recognizes revenue from HKA’s contracts with customers in accordance with ASC 606, Revenue from Contracts with Customers. HKA primarily enters into fixed-price contracts with defense contractors to provide engineering and technical-data services, including logistics product data, engineering data for provisioning, technical manuals, training documentation and instructional media.
At contract inception, the Company identifies the performance obligations within each contract and allocates the transaction price to each performance obligation based on its relative standalone selling price. Distinct contract line items or contract data requirement list (“CDRL”) deliverables are generally accounted for as separate performance obligations. Multiple submission or acceptance stages related to a single deliverable are generally considered milestones within a single performance obligation rather than separate performance obligations.
Revenue from customer-specific engineering and technical-data deliverables is recognized over time when the deliverables have no alternative use to the Company and the applicable contractual terms provide the Company with an enforceable right to payment for performance completed to date, including a reasonable profit margin. The contractual right to payment is generally supported by termination for convenience clauses that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit, and take control of any work in process. For such performance obligations, revenue is recognized using a cost-to-cost input method based on costs incurred relative to total estimated costs required to satisfy the performance obligation. Estimates of total costs to complete are reviewed and updated as circumstances change.
For performance obligations that do not meet the criteria for recognition over time, revenue is recognized at a point in time when control of the applicable deliverable transfers to the customer, generally upon customer acceptance.
Inventories: Inventories are stated at the lower of cost (determined by average cost method) or net realizable value. The valuation of inventories requires the Company to estimate obsolete or excess inventory as well as inventory that is not of saleable quality. The Company employs its methodology to determine the net realizable value of its inventory. While a portion of the calculation to record inventory at its net realizable value is based on the age of the inventory and lower of cost or net realizable value calculations, a key factor in estimating obsolete or excess inventory requires the Company to estimate the future demand for its products. If actual demand is less than the Company’s estimates, impairment charges, which are recorded to cost of sales, may need to be recorded in future periods. Inventory in excess of saleable amounts is not valued, and the remaining inventory is valued at the lower of cost or net realizable value.
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As of June 30, 2026 and December 31, 2025, an allowance for obsolete or slow-moving inventory was not required. The Company did not recognize a provision for inventory shrinkage for the three and six months ended June 30, 2026 and 2025.
Inventories consist of finished goods. The Company had approximately $
Non-controlling Interest: The portion of equity not owned by the Company in entities controlled and consolidated by the Company are presented as non-controlling interest and classified as a component of condensed consolidated stockholders’ equity, separate from total stockholders’ equity on the Company’s condensed consolidated balance sheets. The amount recorded is based on the non-controlling interest holders’ initial investment, adjusted to reflect the non-controlling interest holder’s share of earnings or losses from the Company controlled entity, and any distributions received or additional contributions made by the non-controlling interest holder. Changes to the Company’s ownership that do not result in a loss of control are accounted for as equity transactions. The earnings or losses from the entity attributable to non-controlling interests are reflected in net income attributable to non-controlling interests on the accompanying condensed consolidated statements of operations and comprehensive loss. All significant intercompany accounts, transactions, and profits and losses were eliminated in consolidation. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and noncontrolling interests.
Equity method investment: The Company accounts for investments in entities over which it has the ability to exercise significant influence, but not control or joint control, using the equity method of accounting in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures. Significant influence is generally presumed to exist when the Company holds 20% or more of the voting interest of an investee (or, for investments in limited liability companies and similar entities that maintain specific ownership accounts, when the Company holds more than a minor interest), although the determination requires judgment and consideration of all relevant facts and circumstances, including representation on the investee’s board of directors, participation in policy-making processes, material intra-entity transactions, interchange of managerial personnel, and technological dependency.
Under the equity method, the investment is initially recorded at cost and subsequently adjusted to recognize the Company’s proportionate share of the investee’s net income or loss, other comprehensive income or loss, any distributions received including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets. The Company’s share of the investee’s earnings or losses is recognized in the condensed consolidated statements of operations and comprehensive loss within “Equity in earnings of equity method investee.” Distributions received reduce the carrying amount of the investment. The Company eliminates its proportionate share of intra-entity profits and losses on transactions with equity method investees to the extent of its ownership interest, with the elimination recorded against equity in earnings (loss) and the carrying amount of the investment.
Any difference between the cost of the investment and the Company’s proportionate share of the underlying equity in the net assets of the investee at the acquisition date (basis difference) is primarily attributed to identified intangible assets and goodwill. Basis difference related to the intangible assets is amortized over the estimated useful lives of the assets. Equity method goodwill is not amortized.
The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. An impairment loss is recognized when the decline in fair value below the carrying amount is determined to be other than temporary.
See Note 5 — “Equity Method Investments” for further information regarding the Company’s equity method investment.
Investments in Equity Securities: Investments in equity securities with readily determinable fair values are accounted in accordance with ASC 321, Investment in Equity Securities. These investments are recorded at cost and subsequently measured at fair value with changes in fair value recognized in the Company’s condensed consolidated statements of operations and comprehensive loss.
| 1. | In connection with the disposal of Global Impx Inc., as described in Note 4, the Company was allocated |
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| publicly traded shares on the Bombay Stock Exchange (“BSE”), a Level 1 input in the fair value hierarchy, translated into U.S. dollars using the applicable period-end exchange rate. Accordingly, the carrying amount of the investment was $ |
| 2. | The Blue Cloud shares are subject to a six-month contractual lock-in under Regulation 167 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The restriction limits the Company’s ability to sell the shares but does not affect their fair value measurement under ASC 321. The fair value of the restricted shares was ₹ |
Business combination and asset acquisition: The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. If determined to be a business combination, the Company accounts for the transaction under the acquisition method of accounting in accordance with ASC Topic 805 Business Combinations (“ASC 805”), which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and any non-controlling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities, and non-controlling interest in the acquiree based on the fair value estimates as of the date of acquisition. The Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired.
The consideration for the Company’s business acquisitions may include future payments that are contingent upon the occurrence of a particular event or events. The obligations for such contingent consideration payments are recorded at fair value on the acquisition date. The contingent consideration obligations are then evaluated each reporting period. Changes in the fair value of contingent consideration, other than changes due to payments, are recognized as a gain or loss and recorded within change in the fair value of contingent consideration liabilities in the unaudited condensed consolidated statements of operations and comprehensive loss.
If determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration given) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values.
Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred.
Acquisitions of non - controlling equity interests that do not result in control of the investee are outside the scope of ASC 805 and are accounted for under the Company’s policy for equity method investments described above.
Impairment of Goodwill: Goodwill represents an excess of the cost over the fair market value of net assets acquired in business combinations. In accordance with ASC Topic Intangibles - Goodwill and Other, goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Goodwill is tested for impairment at the reporting unit level. For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the Company’s reporting structure. Our reporting units are the same as our reportable segments and consistent with the reporting units tested for impairment in prior years.
The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting
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unit is less than its carrying amount, or elects to bypass the qualitative assessment, the Company performs a quantitative impairment test by comparing the fair value of the reporting unit with its carrying amount, including goodwill. An impairment loss is recognized for the amount by which the carrying amount of the reporting unit exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit.
Impairment of long-lived assets and finite- lived Intangible asset: In accordance with ASC 360, Impairment or Disposal of Long-Lived Assets (“ASC 360”), the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.
In performing this assessment, the Company evaluates various indicators of impairment, including (i) significant adverse changes in general economic or market conditions, (ii) adverse changes in the industry or competitive environment, (iii) increases in market-based discount rates, (iv) declines in the Company’s market capitalization relative to its net assets, (v) actual or projected operating results that are below prior expectations, and (vi) entity-specific factors such as changes in business strategy or the manner in which the assets are utilized. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets.
As of June 30, 2026, the Company assessed its long-lived assets for impairment and recognized an impairment loss on intangible assets for the three and six months ended June 30, 2026 amounting to approximately $322,000.
Held for Sale and Discontinued operations - The Company classifies assets and liabilities (the “disposal group”) as held for sale in the period when all of the relevant criteria to be classified as held for sale are met. These criteria include management’s commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell. Fair value is determined based on management’s assessment of indicative bids, a market multiples model in which a market multiple is applied to forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), discounted cash flows, appraised values, or management’s estimates, depending on the specific situation. Any loss resulting from the measurement is recognized in the period when the held for sale criteria are met. If the disposal group meets the definition of a business, the goodwill within the reporting unit is allocated to the disposal group based on its relative fair value. The Company assesses the fair value of a disposal group, less any disposal cost, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group. Assets held for sale are not amortized or depreciated.
The Company accounts for discontinued operations in accordance with ASC Topic 205-20, Presentation of Financial Statements—Discontinued Operations. A component of the Company’s business is reported as a discontinued operation when its disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. A component comprises operations and cash flows that can be clearly distinguished, both operationally and for financial reporting purposes, from the rest of the Company. When a component qualifies for discontinued operations presentation, the results of operations of the discontinued component, including any gain or loss recognized upon disposal, are reported separately from continuing operations in the consolidated statements of operations for all periods presented. Prior-period financial information is retrospectively reclassified to conform to the current-period presentation, unless otherwise required by U.S. GAAP.
Net income (loss) per share - Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, excluding the effects of any potential dilutive securities. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common share equivalents had been issued and if the additional common shares were dilutive. Income (loss) per share excludes all potential dilutive shares of common shares if their effect is anti-dilutive.
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For the three and six months ended June 30, 2026 and 2025, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options and warrants (using the treasury stock method) and the conversion of convertible notes payable. Conversion features of notes payable may have a variable conversion feature, amending the number of conversion shares based on the market price of the stock. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. This treatment also applies when the Company reports gain from discontinued operations, as the determination of whether potentially dilutive securities are dilutive is based on income or loss from continuing operations.
Diluted net income (loss) per share includes the potential dilutive effect of common stock equivalents as if such securities were converted or exercised during the period, when the effect is dilutive. Given the Company is in a net loss position for the three and six months ended June 30, 2026 and 2025, there is no difference between basic and diluted net income (loss) per share.
The following table summarizes the potentially dilutive securities excluded from the computation of diluted shares outstanding because the effect of including these potential shares was anti-dilutive:
Options | | |
Warrants | | |
Convertible notes payable that convert into common stock | | |
Total | |
Convertible notes payable - The Company has elected the fair value option under ASC 825-10 to measure its convertible notes payable at fair value at each reporting date, with changes in fair value recognized in the unaudited condensed consolidated statements of operations and comprehensive loss. As a result of this election, the Company is not required to separately evaluate or bifurcate embedded conversion features under ASC 470, as the entire hybrid instrument is carried at fair value. Debt issuance costs associated with convertible notes for which the fair value option has been elected are expensed as incurred rather than deferred and amortized.
The change in fair value (inclusive of any Day 1 gains or losses) of the convertible debt was recorded as a component of other income (expense) in the unaudited condensed consolidated statements of operations and comprehensive loss. For the three months ended June 30, 2026 and 2025, the change in fair value amounted to approximately $
When convertible notes are converted into equity in accordance with their original contractual terms, the Company reclassifies the carrying amount of the liability to equity, and no gain or loss on extinguishment is recognized.
Reverse Stock Split - At a special meeting of stockholders held on January 15, 2026, the stockholders of the Company approved a reverse stock split of the Company’s Common Stock at a ratio between -for-5 and -for-50, with the final ratio to be determined by the Company’s Board of Directors (the “Board”) in its discretion.
The Board subsequently approved a -for-32 reverse stock split (the “Reverse Stock Split”) and authorized the Company to effect the Reverse Stock Split for state law purposes at 4:01 p.m. Eastern Time on April 17, 2026 (the “Effective Time”), such that the Company’s common stock began trading at market open on April 20, 2026 on a post-Reverse Stock Split-adjusted basis.
Mechanics of the Reverse Stock Split
As a result of the Reverse Stock Split, every 32 shares of the Company’s Common Stock issued and outstanding were automatically combined and converted into (1) share of Common Stock, with any resulting fractional shares rounded up to the nearest whole share. The Reverse Stock Split did not change the par value of the common stock or the number of authorized shares.
Fractional shares: No fractional shares were issued in connection with the Reverse Stock Split. Any stockholder who would otherwise have been entitled to receive a fractional share received one whole share of Common Stock, with fractional shares rounded up to the nearest whole share.
Par value: The par value of the Company’s Common Stock is $
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Impact on Shares Outstanding
The following table sets forth the number of shares of Common Stock issued and outstanding immediately before and immediately after the Effective Time of the Reverse Stock Split:
Shares Outstanding | | Pre-Split | | Post-Split |
Common Stock - issued and outstanding |
| |
| |
All shares of the Company’s Common Stock, per-share data and related information included in the accompanying condensed consolidated financial statements have been retroactively adjusted as though the Reverse Stock Split had been effected prior to all periods presented.
Accounting Treatment and Retroactive Restatement
The Reverse Stock Split became effective on April 17, 2026. In accordance with ASC 260-10-55-12, all share and per-share data contained in these financial statements, including all comparative prior period information, have been retroactively restated to reflect the -for-32 Reverse Stock Split as though it had occurred at the beginning of the earliest period presented. Accordingly, proportionate adjustments have been made to the number of shares of Common Stock issuable upon, and the exercise or conversion prices applicable to, the Company’s outstanding stock options, warrants, and convertible notes, consistent with the anti-dilution provisions of the applicable instruments. The aggregate par value of the Common Stock was reduced proportionally with a corresponding reclassification from Common Stock to additional paid-in capital in stockholders’ equity.
Significant Accounting Policies — During the three and six months ended June 30, 2026 there were no changes to the Company’s significant accounting policies from its disclosures in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 16, 2026.
Recently issued accounting pronouncements, not yet adopted
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board. Management periodically reviews newly issued accounting standards to determine their potential impact on the Company’s condensed consolidated financial statements and related disclosures.
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”) incorporates several disclosure and presentation requirements currently residing in SEC Regulation S-X and S-K into the ASC. The amendments are applied prospectively and are effective when the SEC removes the related requirements from Regulation S-X and S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. Early adoption is prohibited. We are currently evaluating the potential impact of this guidance on its disclosures.
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. In November 2024, the FASB issued this ASU that requires more detailed disclosure about certain costs and expenses presented in the income statement, including inventory purchases, employee compensation, selling expense and depreciation expense. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance does not affect recognition or measurement in our consolidated financial statements.
ASU 2024-04 Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued this ASU which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. We are currently evaluating the impact this guidance will have on our consolidated financial statements.
In May 2025, the FASB issued Accounting Standards Update No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 changes how companies determine the accounting acquirer in certain business combinations involving variable interest entities. The new guidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer. ASU 2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027. Early adoption is permitted. We are currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.
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In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The new guidance is expected to provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. The amendments in this update introduce a practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. The guidance is effective for the Company on a prospective basis, beginning January 1, 2026 for the interim and annual periods. Early adoption is permitted. We are currently evaluating the impact of the new guidance on its financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06- Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
In May 2026, the FASB issued ASU 2026-02, which establishes new guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The standard provides a comprehensive accounting model for entities that acquire, generate, or are required to settle obligations using environmental credits. For public business entities, the amendments are effective for annual reporting periods, and interim reporting periods within those annual reporting periods, beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this standard will have on its consolidated financial statements.
The Company does not believe any other new accounting pronouncements issued by the FASB that have not become effective will have a material impact on its consolidated financial statements.
NOTE 3: GOING CONCERN
The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Conditions and Events
As of June 30, 2026, the Company had cash and cash equivalents of approximately $
Transactions Completed During and Subsequent to the Quarter
During the quarter ended June 30, 2026 and subsequent to quarter end, the Company completed the following transactions, each of which is reflected in the accompanying condensed consolidated balance sheet or disclosed in Note 16, Subsequent Events:
Blue Cloud share exchange. On June 17, 2026, the Company completed the divestiture of its India operations through the transfer of its
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AstraBridge Inc. and Blue Cloud, recorded at approximately $
Divestiture of India operating segment. On June 17, 2026, the Company completed the divestiture of its India operating segment, which generated operating losses in each of the periods presented. The transaction was reported on the Company’s Current Report on Form 8-K filed June 25, 2026.
Reduction of convertible indebtedness. Until June 30, 2026, the Company’s largest institutional convertible position was reduced from approximately $
Registration statement on file. The Company’s Registration Statement on Form S-1/A (Reg. No. 333-292769) is on file with the Securities and Exchange Commission with respect to a firm commitment underwritten public offering.
Senior secured note financing. On August 7, 2026, the Company entered into a non-binding term sheet providing for the issuance of
The proposed financing remains subject to the completion of customary due diligence, negotiation and execution of definitive financing documentation, delivery of a legal opinion, and satisfaction of customary closing conditions. Accordingly, there can be no assurance that the financing will be completed on the terms contemplated by the term sheet, or at all.
Under the terms contemplated by the term sheet, Senior Secured Note 1 will mature on the earlier of (i)
Management’s Plans
Management has developed the following plans intended to eliminate going concern issues:
| ● | Underwritten public offering. Management is pursuing an underwritten public offering of the Company’s common stock, pursuant to its registration statement, which is expected to provide gross proceeds of approximately $ |
| ● | Continuing operations. Following the divestitures of unprofitable and non-strategic businesses, the Company’s continuing operations are focused on its AI-enabled logistics and AI infrastructure businesses. Management believes that this streamlined business portfolio is expected to support the Company’s overall growth strategy and contribute to improved operating margins and financial performance in the future periods. |
| ● | Reduction of operating and public company costs. Management continues to implement cost-efficiency initiatives across the Company, including reductions in public company and operating expenses. Management is also actively reducing discretionary spending by approximately $ |
| ● | Divestiture of unprofitable and non-strategic services business. The Company is planning and exploring strategic alternatives for the divestiture of its remaining Owned Service Network (“OSN”) segments, which have generated significant operating losses in recent quarters. If approved by the Board and successfully completed, management believes that a potential divestiture or restructuring of these operations would further streamline the Company’s business portfolio, reduce operating losses, and allow management to focus resources on its core, higher-growth businesses. |
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| ● | Marketable securities. The Company has executed an agreement to margin collateralize its holding of |
Management’s Conclusion
As of the date on which these unaudited condensed consolidated financial statements were available to be issued, the Company believes that the cash on hand, and additional investments available through the issuance of new Common Stock and additional borrowings, will be inadequate to satisfy the Company’s working capital requirements for at least the next twelve months from the date of issuance of these condensed financial statements. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital through the issuance of equity or receive additional borrowings to fund the Company’s operations over the next year.
If management’s plans described above are successfully executed, the Company believes that the additional liquidity obtained through such transactions could mitigate the conditions and events that currently raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these unaudited condensed consolidated financial statements are issued. However, the successful execution of these plans is not entirely within management’s control and remains subject to significant uncertainties. The Company’s ability to raise additional capital through equity financings and obtain additional borrowings remains dependent upon, among other factors, negotiations with potential investors and lenders, completion of due diligence procedures, execution of definitive agreements, satisfaction of customary closing conditions, prevailing market conditions, and other factors outside of the Company’s control. Accordingly, there can be no assurance that the Company will be successful in completing such transactions or obtaining the necessary funding on acceptable terms, or at all.
Accordingly, management has concluded that these plans do not, considered in the aggregate, meet the threshold under ASC 205-40 for alleviating substantial doubt about the Company’s ability to continue as a going concern has not been alleviated as of the issuance date. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4: DISPOSALS AND DISCONTINUED OPERATIONS
Disposals
During the three and six months ended June 30, 2026, the Company completed the divestitures described below as part of the strategic rationalization of its Owned Service Network segment. Of these, only the Global Impx Inc. (“GIX”) divestiture represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, and it accordingly qualifies for presentation as a discontinued operation. The other disposals does not meet that threshold and does not qualify as a discontinued operation and their results through the disposal date remain within continuing operations.
Air Temp Service Co.
On January 1, 2026, the Company’s wholly-owned subsidiary Air Temp Service Co., Inc. (“ATSCI”) transferred all of its HVAC service operations conducted under the “Air Temp Service Co.” trade name to A.T.S. Heating & Cooling LLC (“ATS LLC”), a newly formed New Jersey limited liability company, pursuant to a Non-Cash Business Asset Transfer Agreement. The transferred assets included vehicles, equipment, marketing materials, building leases used in operations, and the “Air Temp Service Co.” trade name and associated goodwill, together with all rights and responsibilities necessary to operate the previously-conducted HVAC business. The Company received
In connection with the transfer, ATSCI retained a
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The Company accounted for the transfer as the disposal of a business and deconsolidated ATSCI in accordance with ASC 805-10-55 and ASC 810-10-40. The full carrying amount of the goodwill of approximately $
Green Energy Gains
On March 20, 2026, the Company completed the sale of its Green Energy Gains, Inc. (“GEG”) business — a Massachusetts-based energy audit and weatherization contractor operating under the MassSave Home Performance Contractor program — to Forge Team, Inc. (“Forge”), pursuant to an Asset Purchase Agreement dated March 20, 2026. The transferred assets included the GEG trade name and domain names, customer database and CRM, customer backlog and scheduled appointments, field equipment, tools, materials, inventory, vehicles, and all goodwill associated with the disposed business. The Company retained all pre-closing accounts receivable and cash, and Forge did not assume any pre-closing liabilities of the Company except as expressly provided in the Asset Purchase Agreement. The Company also retained sole responsibility for warranty and remediation work arising from services performed prior to closing.
Total consideration was $
The Company accounted for the transaction as the disposal of a business under ASC 805-10-55 and ASC 810-10-40. In accordance with ASC 350-20-40-3, goodwill of approximately $
Discontinued Operations
Divestiture of India Operations - Blue Cloud Share Swap Transaction
To streamline its international operating structure and focus on its core U.S. energy technology and AI infrastructure businesses the Company, On June 17, 2026, completed the divestiture of its India operations through the transfer of its
Upon completion of the transaction, the Company ceased to control GIX, deconsolidated the subsidiary and divested Distributed Energy & Renewables (“DER”) and Transportation segment from its operations. The disposal represented a strategic shift that had a major effect on the Company’s operations and financial results and therefore qualifies for discontinued operations presentation. Accordingly, the results of GIX’s operations, including the gain on disposal, are presented as discontinued operations for all periods presented, and prior-period amounts have been retrospectively reclassified to conform to the current-period presentation. In addition, all assets and liabilities have been classified as assets and liabilities from discontinued operations on the condensed consolidated Balance Sheets for all periods presented.
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Results of discontinued operations
The following table summarizes the operating results of the discontinued operations for the periods presented. The results include the operating activities of GIX through the date of disposal and the gain/(loss) recognized on the disposition of GIX:
| Six Months Ended June 30, | | Three Months Ended June 30, | |||||||||
2026 | | 2025 | | 2026 | | 2025 | ||||||
Revenues | $ | | $ | | $ | | $ | | ||||
Cost of revenues |
| |
| |
| |
| | ||||
Gross Profit |
| ( |
| |
| ( |
| | ||||
Selling, general and administrative expenses |
| |
| |
| |
| | ||||
Loss from operations |
| ( |
| ( |
| ( |
| ( | ||||
Other income / (expense): |
|
|
|
| ||||||||
Bargain purchase gain |
| — |
| |
| — |
| | ||||
Interest expense |
| ( |
| ( |
| ( |
| ( | ||||
Other income (expense), net |
| ( |
| ( |
| ( |
| | ||||
Total other income (expense), net |
| ( |
| |
| ( |
| | ||||
Net loss from discontinued operations before income taxes |
| ( |
| |
| ( |
| | ||||
Gain on disposal of discontinued operation |
| |
| — |
| |
| — | ||||
Income tax benefit (provision) |
| ( |
| — |
| ( |
| — | ||||
Net income from discontinued operations after income taxes |
| |
| |
| |
| | ||||
Other comprehensive income (loss): |
|
|
|
|
|
|
|
| ||||
Foreign currency translation adjustments |
| ( |
| ( |
| ( |
| ( | ||||
Comprehensive income from discontinued operations before noncontrolling interests |
| |
| |
| |
| | ||||
Comprehensive income attributable to non-controlling interests |
| |
| |
| |
| | ||||
Comprehensive Income from discontinued operations, net of tax | $ | | $ | | $ | | $ | | ||||
Gain on disposal
The gain on disposal was recognized as follows:
| June 17, 2026 | ||
Fair value of consideration received — | $ | | |
Carrying amount of noncontrolling interests derecognized |
| | |
Less: carrying amount of net assets of GIX derecognized (including amounts recognized in accumulated other comprehensive loss) |
| | |
$ | | ||
The
The carrying amount of the net assets derecognized included cumulative translation adjustments of $
The gain is presented within income (loss) from discontinued operations, net of tax. The Company did not retain any ownership interest in GIX following the disposal. The Blue Cloud equity shares received as consideration are accounted for separately as an equity security under ASC 321 (see Note 5).
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Amounts attributable to noncontrolling interests
Income (loss) from discontinued operations attributable to noncontrolling interests and to Company were as follows:
| | ConnectM | ||||
Amounts attributable to noncontrolling interests | Noncontrolling | Technology Solutions, | ||||
Six Months Ended June 30, 2026 | | interests | | Inc. | ||
Comprehensive income (loss) from operations, before disposal gain (net of tax) | $ | $ | ( | |||
Gain on disposal, net of tax |
| — |
| | ||
Comprehensive income from discontinued operations, net of tax |
| $ | |
| $ | |
| | ConnectM | ||||
Amounts attributable to noncontrolling interests | Noncontrolling | Technology Solutions, | ||||
Six Months Ended June 30, 2025 | interests | Inc. | ||||
Income from discontinued operations, net of tax | $ | | $ | | ||
Assets and liabilities of the discontinued operation
The major classes of assets and liabilities of the discontinued operation included in the condensed consolidated balance sheet as of December 31, 2025 were as follows:
Net Assets of the discontinued operation derecognized on disposal | | December 31, 2025 | |
Cash and cash equivalents | $ | | |
Accounts receivable, net |
| | |
Inventories, net |
| | |
Prepaid expenses |
| | |
Current assets from discontinued operations |
| | |
Right-of-use asset - Operating Lease |
| | |
Property and equipment, net |
| | |
Intangible assets, net |
| | |
Non-current assets from discontinued operations |
| | |
Total assets from discontinued operation |
| | |
Accounts payable |
| | |
Accrued expenses and other current liabilities |
| | |
Debt, net of debt discount |
| | |
Deferred Consideration |
| | |
Operating lease liability |
| | |
Contract liabilities |
| | |
Deferred Tax Liabilities |
| | |
Current liabilities from discontinued operations |
| | |
Debt, net of current portion |
| | |
Operating lease liabilities, net of current portion |
| | |
Non-current liabilities from discontinued operations |
| | |
Total liabilities from discontinued operation |
| | |
Noncontrolling interest | | ||
NOTE 5: EQUITY METHOD INVESTMENT
Investment in Sun Solar
On January 5, 2026 (the “Closing Date”), ConnectM Technology Solutions, Inc. (the “Company”) acquired
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As sole consideration for the acquired interests, the Company issued
The investment is intended to establish Sun Solar as a strategic installation and distribution channel for the Company’s Keen Labs segment, including solar panels, inverters, battery storage systems and related balance-of-system components distributed in the U.S. through the Company’s wholly-owned subsidiary, Keen Labs Operations, Inc. (“Keen Labs”). In connection with the investment, the Company expects to support Sun Solar’s growth through product supply, technology integration and operational support, including the deployment of solar-plus-storage systems designed to participate in virtual power plant (“VPP”) programs. The Company is also evaluating transitioning certain of its U.S. solar installation activities within the Sun Solar platform and may provide additional capital to support the expansion of Sun Solar’s installation capacity and geographic reach.
The Company accounts for its investment in Sun Solar under the equity method of accounting in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures.
The investment in Sun Solar was initially recorded at $
Based on the indicators in ASC Topic 323, Investments - Equity Method and Joint Ventures, the
The initial $
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NOTE 6: INTANGIBLE ASSETS, NET
Intangible assets, net
Identifiable intangible assets consist of the following at June 30, 2026:
Weighted Average | |||||||||||
Remaining Amortization | Accumulated | ||||||||||
| Period (years) | | Gross Amount | | Amortization | | Net Amount | ||||
Customer relationships | $ | |
| ( | $ | | |||||
Trade name |
| |
| ( |
| | |||||
Noncompetition agreement |
|
|
| |
|
| ( |
|
| — | |
Intellectual property |
|
|
| |
|
| ( |
|
| — | |
Intangible assets: Proprietary technology |
|
|
| |
|
| ( |
|
| | |
Internally developed software |
|
|
| |
|
| ( |
|
| | |
Intangible assets: Patent |
| |
| ( |
| | |||||
Technology |
|
| |
| ( |
| | ||||
Developed technology |
|
|
| |
|
| ( |
|
| | |
Total intangible assets, net |
| | $ | | $ | ( | $ | | |||
Identifiable intangible assets consist of the following at December 31, 2025:
Weighted Average | |||||||||||
Remaining Amortization | Accumulated | ||||||||||
| Period (years) | | Gross Amount | | Amortization | | Net Amount | ||||
Customer relationships | $ | | ( | $ | | ||||||
Trade name | | ( | | ||||||||
Noncompetition agreement |
|
| | ( | | ||||||
Intellectual property |
|
| | ( | — | ||||||
Intangible assets: Proprietary technology |
|
| | ( | | ||||||
Internally developed software |
|
| | ( | | ||||||
Intangible assets: Patent |
|
| | ( | | ||||||
Developed technology |
|
| | ( | | ||||||
Total intangible assets, net |
| | $ | | $ | ( | $ | | |||
During the three months ended June 30, 2026, the Company identified impairment indicators related to certain finite-lived intangible assets within its OSN segment. These indicators included continued operating losses, changes in the Company’s strategic priorities, the divestiture and wind-down of certain businesses within OSN, and the strategic review of the remaining operations for potential divestiture.
As a result of these indicators, the Company performed a recoverability assessment of the related long-lived asset group and determined that the carrying amount of certain finite-lived intangible assets was not recoverable. Accordingly, the Company recognized an impairment loss of approximately $
On April 3, 2026, the Company acquired HKA. In connection with the acquisition, the Company recognized intangible assets consisting of proprietary technology, customer relationships, and trade names of approximately $
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Intangible assets are amortized over their estimated useful lives of
Years ending December 31, | | Amount | |
2026 (six months) | $ | | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 |
| | |
2031 | | ||
Thereafter |
| | |
Total | $ | | |
NOTE 7: CONVERTIBLE DEBT
The fair value of convertible debt as on:
| June 30, 2026 | | December 31, 2025 | |||
2026 convertible notes | $ | | $ | — | ||
2025 convertible notes |
| |
| | ||
SEPA Convertible note |
| |
| | ||
| | |||||
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2026 Convertible Notes
The Company entered into
Issuance Date | | Gross Proceeds | | Conversion | | Conversion Option Period | | Maturity Date | ||
1/1/2026 | | $ | | |||||||
1/7/2026 | | $ | | Upon Default | ||||||
1/13/2026 | | $ | | |||||||
1/14/2026 | | $ | | |||||||
1/20/2026 | | $ | | Upon Default | ||||||
1/22/2026 | | $ | | Upon Default | ||||||
1/27/2026 | | $ | | |||||||
2/12/2026 | | $ | | Upon Default | ||||||
3/30/2026 | | $ | | Upon Default | ||||||
4/2/2026 | | $ | | Upon Default | ||||||
4/2/2026 | | $ | | Upon Default | ||||||
4/2/2026 | | $ | | Upon Default | ||||||
4/8/2026 | | $ | | Upon Default | ||||||
4/20/2026 | | $ | | Upon Default | ||||||
4/27/2026 | | $ | | |||||||
6/1/2026 | | $ | | Upon Default | ||||||
6/9/2026 | | $ | | Upon Default | ||||||
6/10/2026 | | $ | | Upon Default | ||||||
$ | | |||||||||
* The conversion price has been calculated using the VWAP-based conversion price as per the respective agreements. This price may vary depending on the market conditions prevailing on the reporting date.
As of issuance and at June 30, 2026, the fair value of the remaining 2026 Convertible Notes was determined to be $
The 2026 Convertible Notes were convertible into
2025 Convertible Notes
As of December 31, 2025, the Company had convertible notes outstanding with an aggregate principal amount of approximately $
SEPA Convertible Note
In December 2024, in connection with its Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”), the Company issued a Convertible Promissory Note (the “SEPA Convertible Note”) with an original principal amount of $
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During the six months ended June 30, 2026, the Company made three cash payments totaling $
As of June 30, 2026 and December 31, 2025, the outstanding principal balances of the SEPA Convertible Note was approximately $
NOTE 8: DEBT
Debt consists of the following as of June 30, 2026 and December 31, 2025:
Description | | June 30, 2026 | | December 31, 2025 | ||
Secured Promissory Notes | $ | |
| $ | | |
Small Business Administration Loans |
| |
|
| | |
Promissory Note |
| |
|
| | |
Vehicle Notes |
| |
|
| | |
Seller Notes |
| |
|
| | |
Avanti Notes (Related Party) |
| — |
|
| — | |
Real Estate Promissory Note |
| |
|
| | |
Business Loan and Security Agreement |
| |
|
| | |
Sale of Future Receipts |
| |
|
| | |
Purchase Order Financing |
| |
|
| — | |
Notes Payable |
| |
|
| | |
Total | $ | |
| $ | | |
Less: debt discount and issuance costs |
| ( |
|
| ( | |
Less: notes payable, current portion |
| ( |
|
| ( | |
Notes payable, net of debt issuance costs and current portion | $ | |
| $ | | |
The Company recorded the interest expenses (including amortization of debt discount) of approximately $
Promissory Notes
In January and February 2026, Global Impx LLC, a subsidiary of the Company, entered into two promissory notes with third-party lenders with an aggregate principal amount of $
On April 3, 2026, in connection with the Company’s divestiture of its India operations, the entire outstanding principal balance of the notes was settled through the issuance of
Business Loan and Security Agreement:
On January 25, 2026, the Company entered into a term loan agreement (the “January 2026 Term Loan”) whereby the Company borrowed a principal amount of $
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On March 9, 2026, the Company entered into a term loan agreement (the “March 2026 Term Loan”) whereby the Company borrowed a principal amount of $
Line of Credit
The Company maintains
Sale of future receipts
During the six months ended June 30, 2026, the Company entered into seven sale-of-future-receipts agreements and extinguished one in which it sold and assigned an aggregate of approximately $
Purchase Order Financing Facility
On September 18, 2025, County Comfort Services, LLC (“CCS”), a wholly owned subsidiary, entered into a Factoring & Security Agreement to provide purchase-order and accounts-receivable financing of up to $
Interest/fees and repayment terms - For accounts receivable financing, charges accrue at
NOTE 9: FAIR VALUE MEASUREMENTS
The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of June 30, 2026:
| Level I | | Level II | | Level III | | Total | |||||
Assets | ||||||||||||
Investment in equity securities | $ | | $ | — | $ | — | $ | | ||||
Total assets | $ | | $ | — | $ | — | $ | | ||||
Liabilities | ||||||||||||
Derivative liabilities | $ | — | $ | — | $ | | $ | | ||||
3(a)(10) Settlement Agreement | — | — | | | ||||||||
Contingent consideration * | — | — | | | ||||||||
Convertible debt |
| — |
| — |
| |
| | ||||
Total liabilities | $ | — | $ | — | $ | | $ | | ||||
* | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to approximately $ |
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The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2025:
| Level I | | Level II | | Level III | | Total | |||||
Liabilities | ||||||||||||
Derivative liabilities | $ | — | $ | — | $ | | $ | | ||||
3(a)(10) Settlement Agreement | — | — | | | ||||||||
Contingent consideration * | — | — | | | ||||||||
Convertible debt | — | — | | | ||||||||
Total liabilities | $ | — | $ | — | $ | | $ | | ||||
* | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to approximately $ |
The following table provides a reconciliation of our assets and liabilities measured at fair value using Level 3 inputs:
| Forward | | Derivative liabilities | | 3(a)(10) | | Contingent | | Convertible debt | ||||||
Balance, December 31, 2025 | $ | — | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Cash payment/(receipt) | — | — | — | — | | ||||||||||
Issuances | — | — | — | — | ( | ||||||||||
Commitment shares issued | — | — | — | — | | ||||||||||
Settlement through issuance of Company’s common stock | — | — | — | — | | ||||||||||
Loss on issuance of financial instruments | — | — | — | — | ( | ||||||||||
Change in fair value | — | ( |
| ( |
| — |
| ( | |||||||
Ending balance, June 30, 2026 | $ | — | $ | ( | $ | ( | $ | ( | $ | ( | |||||
| (1) | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to approximately $ |
Fair Value of Level 3 Financial Instruments
Certain financial instruments, including SEPA convertible notes, instruments related to 3(a)10 Settlement Agreement and Derivative Liabilities contain embedded features that require bifurcation and measurement at fair value under ASC 815. These instruments are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.
In prior periods, the Company utilized a Monte Carlo simulation model to estimate fair value where valuation depended on future stock price variability and path-dependent assumptions. As of June 30, 2026, for certain convertible notes, the reset provisions were based on the Company’s closing stock price at year-end and were not dependent on future contingent events, and accordingly fair value was determined using the intrinsic value of the reset feature at the measurement date. For other convertible notes where the settlement outcome remained uncertain, the Company applied a probability-weighted pay-off approach, assigning probabilities to each potential settlement scenario (e.g., cash repayment, conversion, or default) to estimate the fair value of the embedded derivative at the reporting date.
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Convertible Notes Payable
The Company’s carrying value and fair value for the convertible notes payable for which the Company elected the fair value option is as follows:
June 30, 2026 | December 31, 2025 | |||||||||||
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value | |||||
2025 Convertible Notes | $ | | $ | | $ | | | |||||
2026 Convertible Notes | | | — | — | ||||||||
SEPA Convertible Note | | | | | ||||||||
$ | | $ | | $ | | $ | | |||||
The change in fair value on convertible debt resulted a loss of approximately $
2026 Convertible Notes, and 2025 Convertible Notes: The 2026 Convertible Notes, and 2025 Convertible Notes are re-measured to fair value at each reporting period using the following relevant assumptions:
| June 30, 2026 | | December 31, 2025 | ||||
Discount rate | % | % | |||||
Probability of redemption at maturity Scenario | % | % | |||||
Probability of voluntary conversion scenario/event of default scenarios | % | % | |||||
Remaining term for conversion at maturity scenario/event of default scenarios | |||||||
Remaining term for voluntary conversion scenario | |||||||
SEPA Convertible Note:
The fair value measurement of the SEPA Convertible Note is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs (refer to Note 7).
The fair value of the SEPA Convertible Note as of June 30, 2026 was approximately $
Assumptions | | June 30, 2026 | | December 31, 2025 | |||
Valuation technique | Discounted cash flow of scheduled installment payments | Discounted cash flow of scheduled installment payments | |||||
Outstanding balance | $ | | | ||||
Bi-weekly payment amount | | | |||||
Expected IPO / settlement date | August 10, 2026 | March 31, 2026 | |||||
Discount rate | | % | | % | |||
Fair value of outstanding balance | $ | | | ||||
Termination fee (payable in Common Stock at IPO price) | $ | | | ||||
Fair value of SEPA (post-termination) | $ | — | — | ||||
Total fair value of Pre-Paid Advance Obligation | $ | | | ||||
The discount rate of
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terminated, and its value was determined to be
3(a)(10) Settlement Agreement
On January 28, 2025, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Last Horizon, LLC (“Last Horizon”), pursuant to which the Company agreed to issue shares of its common stock to Last Horizon in exchange for the settlement of bona fide outstanding liabilities totaling approximately $
The Company elected the fair value option under ASC 825 for the 3(a)(10) Settlement Agreement obligation. The obligation represents a freestanding financial instrument indexed to the Company’s common stock and is classified as a liability in accordance with ASC 480, as it embodies an obligation that may be settled with a variable number of shares. The liability is remeasured at fair value at each reporting date, with changes in fair value recognized in other (expense) income, net in the consolidated statements of operations and comprehensive loss.
The change in fair value of the 3(a)(10) Settlement Agreement obligation resulted in a gain/loss of approximately $
The fair value measurement is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. As of June 30, 2026 and December 31, 2025, the fair value of the 3(a)(10) Settlement Agreement obligation was approximately $
Input | | Value | ||
Stock price as of valuation date | $ | | ||
Equity volatility | | % | ||
Risk-free rate | | % | ||
Expected term | ||||
Drift term | | % | ||
Derivative Liabilities
The change in fair value of derivative liabilities resulted in a gain/loss of approximately $(
NOTE 10: RELATED PARTY TRANSACTIONS
The following is a description of certain relationships and transactions that exist or have existed or that the Company has entered into, in each case since January 1, 2025, with its directors, executive officers, or stockholders who are known to the Company to beneficially own more than ten percent of its voting securities and their respective affiliates and immediate family members.
Sponsor of Monterey Capital Acquisition Corporation (“MCAC”)
In connection with the closing of the Business Combination, the Company assumed unsecured promissory notes totaling approximately $
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agreement with the Sponsor of MCAC in which the Company converted the outstanding principal on unsecured promissory notes and certain other liabilities owed to the note holders into shares of the Company’s common stock at a conversion price of $
In connection with the conversion agreement, the Sponsor of MCAC received a one-time share reset adjustment that was settled during the quarter ended June 30, 2025 through the issuance of
Avanti Notes
In November 2025, in connection with the acquisition of controlling interest in Geo Impex & Logistics Pvt. Ltd., the Company assumed a note payable of approximately $
Total interest expense recognized on the promissory notes with the Related Party Lender was
Keen Labs Supply and Services Agreement with Sun Solar, LLC
In connection with the equity method investment (Note 5), Keen Labs Operations, Inc. (“Keen Labs”), a wholly-owned subsidiary of the Company, entered into a Supply and Services Master Agreement (the “Keen Labs MSA”) with Sun Solar, effective January 6, 2026, pursuant to which Keen Labs procures and supplies solar panels, inverters, batteries, and related balance-of-system components to Sun Solar at actual invoiced product cost (including procurement and logistics fee) plus marketing and other professional services after adding a mark-up of
During the three and six months ended June 30, 2026, the Company recognized revenue of approximately $
The Company recorded an equity in earnings of Sun Solar of approximately $
Shares Issued to Related Parties
During the three and six months ended June 30, 2026, the Company issued
During the three and six months ended June 30, 2025, the Company issued
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and comprehensive loss, equal to the grant-date fair value of the awards. The grant dates are May 27, 2025, June 18, 2025 and June 23, 2025 - $
NOTE 11: COMMITMENTS AND CONTINGENCIES
Legal and regulatory proceedings
The Company is subject to various routine litigation, legal proceedings, and regulatory matters, that arise in the ordinary course of its business. The Company reviews its lawsuits, regulatory matters, and other legal proceedings on an ongoing basis and provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in these consolidated financial statements.
The Company accrues for potential liability arising from legal proceedings and regulatory matters when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. This determination is based upon currently available information for those proceedings in which the Company is involved, taking into account its best estimate of such losses for those cases for which such estimates can be made. The Company’s estimates involve significant judgment, given the varying stages of proceedings (including issues regarding class certification and the scope of many of the claims), and the related uncertainty of the potential outcomes of these proceedings.
In making determinations of the likely outcome of pending litigation, the Company considers many factors, including, but not limited to, the nature of the claims, the Company’s experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative mechanisms, the matter’s current status and the damages sought or demands made. Accordingly, the Company’s estimate will change from time to time, and actual losses could be more or less than the current estimate.
Obligations assumed from HKA
In connection with the Company’s acquisition of Harry Kahn Associates, Inc. (“HKA”) on April 3, 2026, the Company assumed certain obligations and contingencies of HKA, including a matter involving a former subcontractor of HKA (“ASES”).
HKA previously performed services under a government contract that was terminated for convenience in December 2023. HKA engaged ASES on a purchase order basis to perform a portion of the work under the contract. In November 2025, HKA entered into a settlement with its prime contractor in connection with the termination and executed a mutual release of claims. ASES subsequently asserted that it was entitled to approximately $
The Company has recorded a liability of approximately $
Settlement of DeliveryCircle, LLC Earn-Out
On April 23, 2026, the Company entered into a settlement and termination agreement with the seller and former chief executive officer of the Company’s DeliveryCircle, LLC subsidiary to fully and finally resolve all obligations under the contingent earn-out arrangement for the measurement year of 2024 and 2025 entered into in connection with the Company’s prior acquisition of DeliveryCircle, LLC. The agreement extinguished the Company’s accrued earn-out obligations for the 2024 and 2025 measurement periods in full, resulting in a gain on extinguishment of approximately $
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Florida Solar acquisition litigation (Zrallack and RJZ Holdings LLC v. Aurai LLC, ConnectM Florida RE LLC, and Florida Solar Products, Inc.; Florida 19th Judicial Circuit—St. Lucie County)
On February 26, 2024, Robert J. Zrallack and RJZ Holdings LLC (the “Plaintiffs”) filed suit against Aurai LLC (“Aurai”), ConnectM Florida RE LLC (“ConnectM Florida RE”), and Florida Solar Products, Inc. (“Florida Solar”) (collectively, the “Subsidiaries”), each wholly owned subsidiaries of ConnectM Technology Solutions, Inc. (“ConnectM” or the “Company”), in connection with the Company’s 2022 acquisition of Florida Solar and related real estate transactions.
The matter was compelled to arbitration pursuant to the Stock Purchase Agreement. Following evidentiary hearings conducted in June and July 2025, the arbitrator issued an Interim Arbitration Award on September 11, 2025. Subsequent orders were entered addressing modification and attorneys’ fees and costs. On December 25, 2025, the arbitrator issued a Final Award incorporating prior rulings.
The Final Award includes:
| ● | Approximately $ |
| ● | Approximately $ |
| ● | Attorneys’ fees and costs totaling approximately $ |
| ● | Arbitrators’ fees and costs totaling approximately $ |
| ● | Certain equitable and payment-related relief, including obligations relating to specified debt instruments and credit card balances. |
In aggregate, Plaintiffs’ motion to confirm seeks entry of judgment totaling approximately $
On December 30, 2025, Plaintiffs filed a motion to confirm the arbitration award in the Circuit Court for the 19th Judicial Circuit (St. Lucie County, Florida), later amended on January 7, 2026. On January 7, 2026, Plaintiffs also served post-award discovery requests styled as “discovery in aid of execution.” The Subsidiaries filed a motion to strike such discovery and for a protective order on the basis that no final judgment has been entered and discovery in aid of execution is premature.
As of the date of this filing:
| ● | The arbitration award has not yet been confirmed by the court; |
| ● | No final enforceable judgment has been entered; |
| ● | Post-award motion practice remains pending; and |
| ● | The Subsidiaries are pursuing available legal remedies, including seeking vacatur and opposing confirmation. |
Following a hearing held on April 30, 2026, the court denied the Company’s motion to vacate and granted Plaintiffs’ motion to confirm the arbitration award. Plaintiffs’ counsel subsequently circulated a proposed final judgment which, if entered substantially in its current form, would include aggregate damages, attorneys’ fees, costs, foreclosure-related relief, statutory interest, and other payment obligations totaling in excess of $
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The Company has recorded a litigation reserve of approximately $
Retirement plan:
The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code and a defined contribution plan for employee’s individual retirement arrangements (IRA’s). Employees may contribute between
NOTE 12: REVENUES
The following table summarizes disaggregated revenue information from continuing operations by geographic area based upon the customer’s country of domicile:
Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
United States | $ | | $ | | $ | | $ | | ||||
| | | | |||||||||
As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations, as our contracts have an original expected duration of less than one year.
Contract Assets
Contract assets consist of work in process for unrecognized revenue. The following table summarizes the contract asset activity for the three and six months ended June 30, 2026:
Balance as of Jan 1, 2025 | | $ | |
Recognition of cost on contracts where performance obligations completed during the period | ( | ||
Deferral of costs on contracts where performance obligations were not complete | | ||
Balance as of March 31, 2025 | | ||
Recognition of cost on contracts where performance obligations completed during the period | ( | ||
Deferral of costs on contracts where performance obligations were not complete | | ||
Balance as of June 30, 2025 | $ | | |
Balance as of Jan 1, 2026 | | ||
Recognition of cost on contracts where performance obligations completed during the period | ( | ||
Deferral of costs on contracts where performance obligations were not complete | | ||
Balance as of March 31, 2026 | | ||
Recognition of cost on contracts where performance obligations completed during the period | ( | ||
Deferral of costs on contracts where performance obligations were not complete | | ||
Balance as of June 30, 2026 | $ | |
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Contract Liabilities
Contract liabilities represent obligations to transfer goods or services to a customer for which the Company has received consideration in advance of performance. The following table summarizes the contract asset activity for the three and six months ended June 30, 2026:
Balance as of Jan 1, 2025 | | $ | |
Recognition of revenue recorded as contract liability as of Jan 1, 2025 |
| ( | |
Customer Advance Payments | | ||
Balance as of March 31, 2025 | | ||
Recognition of revenue recorded as contract liability as of Apr 1, 2025 | ( | ||
Customer Advance Payments | | ||
Balance as of June 30, 2025 | $ | | |
Balance as of Jan 1, 2026 | | ||
Recognition of revenue recorded as contract liability as of Jan 1, 2026 | ( | ||
Customer Advance Payments | | ||
Balance as of March 31, 2026 | | ||
Recognition of revenue recorded as contract liability as of April 1, 2026 | ( | ||
Customer Advance Payments | | ||
Balance as of June 30, 2026 | $ | |
NOTE 13: INCOME TAXES
We determine the interim tax benefit (provision) by applying an estimate of the annual effective tax rate to the year-to-date pretax book income (loss) and adjusting for discrete items during the reporting period, if any. Tax jurisdictions with losses for which tax benefits cannot be realized, as well as significant unusual or infrequently occurring items that are separately reported, are excluded from the annual effective tax rate.
GIX / Blue Cloud Share Swap: Income Tax Matters
During the three months ended June 30, 2026, the Company completed a share-swap transaction in which its
U.S. federal income tax. The Company’s technical position is that the transaction qualifies for nonrecognition treatment under Treasury Regulation §1.367(a)-3(c)(1). If treated as taxable, the Company estimates a preliminary U.S. tax gain of approximately $
Indian income tax. The Company’s technical position is that the transaction is not within the indirect-transfer regime of Section 9(1)(i) Explanation 5 of the Indian Income-tax Act, on the basis that Indian assets constitute less than 50% of GIX’s fair market value on the specified date, in which case no Indian tax would arise. If the regime were to apply, the Company’s preliminary estimate of Indian capital-gains exposure attributable to its $
Reserve recognized. The Company has recorded an aggregate discrete tax reserve of approximately $
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The reserve is a non-cash charge recorded within income tax expense for the quarter. The charge is excluded from Adjusted EBITDA as a discrete tax item.
Basis for re-measurement. The reserve is expected to be re-measured in a subsequent period as the following are completed: an independent Rule 11UB fair-market-value certificate and intellectual-property valuations by a SEBI-registered Category I Merchant Banker; a consolidated Ind AS balance sheet of GIX; a formal opinion from the Company’s Indian tax advisor; contemporaneous commercial-substance documentation; and a Section 382 ownership-change study. The Company is actively pursuing each of these items and currently expects the substantive workstreams to be completed during the third quarter of 2026. The final combined U.S. and Indian tax impact could differ materially from the preliminary estimates, and may be materially lower than the amount currently recorded.
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NOTE 14: REPORTABLE SEGMENTS
The Company’s operations are organized into
As disclosed in Note 4 “Disposals and Discontinued Operations”, on June 17, 2026, the Company completed the sale of GIX, which represented the Company’s “Transportation” and “Distributed Energy & Renewables” segment. The financial results of the Company’s “GIX” business has been presented as discontinued operations and therefore is excluded from segment reporting. Accordingly, the Company’s continuing operations include the following principal business segments:
Three Months Ended June 30, 2026 | ||||||||||||||||||
Owned Service | Managed | |||||||||||||||||
| Network | | Solutions | | Logistics | | Keen Labs | | Others | | Total | |||||||
Revenues | $ | | | | | | $ | | ||||||||||
Cost of revenue |
| | | | | |
| | ||||||||||
Selling, general and administrative expenses |
| |||||||||||||||||
Facility costs | | | — | — | | | ||||||||||||
Insurance expenses | | | | — | | | ||||||||||||
Marketing expenses | | | — | | | | ||||||||||||
Operational expenses | | | | | | | ||||||||||||
Compensation and related benefits | | | | | | | ||||||||||||
Travel & entertainment | | | | | | | ||||||||||||
Vehicle expenses | | | — | — | — | | ||||||||||||
Depreciation | | — | — | — | — | | ||||||||||||
Amortization | | — | | — | | | ||||||||||||
Total selling, general and administrative expenses | | | | | | | ||||||||||||
Loss on impairment | | — | — | — | — | | ||||||||||||
(Loss) income from operations | ( | ( | | | ( | ( | ||||||||||||
Other (expense) income, net | ( | — | | ( | ( | |||||||||||||
Equity in earnings of equity method investee | — | — | — | — | | | ||||||||||||
Change in fair value of investment in equity securities | — | — | — | — | | | ||||||||||||
Net (loss) income from continuing operations | $ | ( | $ | ( | $ | | $ | | $ | ( | $ | ( | ||||||
Total assets | $ | | $ | — | $ | | $ | | $ | | $ | | ||||||
Capital expenditures | $ | | $ | — | $ | — | $ | — | $ | — | $ | | ||||||
Three Months Ended June 30, 2025 | ||||||||||||||||||
| ||||||||||||||||||
| Owned Service | Managed | ||||||||||||||||
Network | | Solutions | | Logistics | | Keen Labs | | Others | | Total | ||||||||
Revenues | $ | | | | — | — | $ | | ||||||||||
Cost of revenue |
| | | | — | — | | |||||||||||
Selling, general and administrative expenses |
| |||||||||||||||||
Facility costs | | | — | — | | | ||||||||||||
Insurance expenses | | | | — | | | ||||||||||||
Marketing expenses | | | — | — | | | ||||||||||||
Operational expenses | | | ( | — | | | ||||||||||||
Compensation and related benefits | | | | — | | | ||||||||||||
Travel & entertainment | ( | | | — | | | ||||||||||||
Vehicle expenses | | | — | — | | | ||||||||||||
Depreciation | | | — | — | | | ||||||||||||
Amortization | | — | | — | | | ||||||||||||
Total selling, general and administrative expenses |
| | | | — |
| | | ||||||||||
Loss on impairment | — | — | — | — | — | — | ||||||||||||
Loss from operations | ( | ( | | — |
| ( | ( | |||||||||||
Other (expense) income, net | | — | | — | ( | ( | ||||||||||||
Net (loss) income from continuing operations | $ | | $ | ( | $ | | $ | — |
| $ | ( | $ | ( | |||||
Total assets | $ | | $ | | $ | | $ | — |
| $ | | $ | | |||||
Capital expenditures | $ | — | $ | — | $ | — | $ | — |
| $ | — | $ | — | |||||
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Six Months Ended June 30, 2026 | ||||||||||||||||||
| Owned Service | | Managed | | Logistics | | Keen Labs | | Others | | Total | |||||||
Revenues | | $ | | | | | |
| $ | | ||||||||
Cost of revenue |
| | | | | |
| | ||||||||||
Selling, general and administrative expenses |
|
| ||||||||||||||||
Facility costs | | | — | — | | | ||||||||||||
Insurance expenses | | | | — | | | ||||||||||||
Marketing expenses | | | — | | | | ||||||||||||
Operational expenses | | ( | | | | | ||||||||||||
Compensation and related benefits | | | | | | | ||||||||||||
Travel & entertainment | | | | | | | ||||||||||||
Vehicle expenses | | | — | — | | | ||||||||||||
Depreciation | | — | — | — | | | ||||||||||||
Amortization | | — | | — | | | ||||||||||||
Total selling, general and administrative expenses | |
| |
| | | | | ||||||||||
Loss on impairment | | — | — | — | — | | ||||||||||||
(Loss) income from operations | ( |
| ( |
| | | ( | ( | ||||||||||
Other (expense) income, net | ( | — | | ( | ( | |||||||||||||
Equity in earnings of equity method investee | — | — | — | — | | | ||||||||||||
Change in fair value of investment in equity securities | — | — | — | — | | | ||||||||||||
Net (loss) income from continuing operations | $ | ( |
| $ | ( |
| $ | | $ | | $ | ( | $ | ( | ||||
Total assets | $ | |
| $ | — |
| $ | | $ | | $ | | $ | | ||||
Capital expenditures | $ | |
| $ | — |
| $ | — | $ | — | $ | — | $ | | ||||
Six Months Ended June 30, 2025 | ||||||||||||||||||
| Owned Service | | Managed | | Logistics | | Keen Labs | | Others | | Total | |||||||
Revenues | $ | | | | — | — |
| $ | | |||||||||
Cost of revenue |
| | | | — | — |
| | ||||||||||
Selling, general and administrative expenses |
|
| — | |||||||||||||||
Facility costs | | | — | — | | | ||||||||||||
Insurance expenses | | | | — | | | ||||||||||||
Marketing expenses | | | — | — | | | ||||||||||||
Operational expenses | | ( | | — | | | ||||||||||||
Compensation and related benefits | | | | — | | | ||||||||||||
Travel & entertainment | | | | — | | | ||||||||||||
Vehicle expenses | | | — | — | | | ||||||||||||
Depreciation | | | — | — | | | ||||||||||||
Amortization | | — | | — | | | ||||||||||||
Total selling, general and administrative expenses | | | | — | | | ||||||||||||
Loss on impairment | — | — | — | — | — | — | ||||||||||||
(Loss) income from operations | ( | ( | | — | ( | ( | ||||||||||||
Other (expense) income, net | | — | | — | ( | ( | ||||||||||||
Net (loss) income from continuing operations | $ | | $ | ( | $ | | $ | — | $ | ( | $ | ( | ||||||
Total assets | $ | | $ | | $ | | $ | — | $ | | $ | | ||||||
Capital expenditures | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||
As of June 30, 2026 and December 31, 2025 the Company’s total assets located outside the United States were approximately
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The following tables summarize disaggregated revenue information by geographic area based upon the customer’s country of domicile:
Three Months Ended June 30, 2026 | ||||||||||||||||||
Owned Service | Managed | |||||||||||||||||
| Network | | Solutions | | Logistics | | Keen Labs | | Others | | Total | |||||||
United States | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Total | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Three Months Ended June 30, 2025 | ||||||||||||||||||
| Owned Service | | Managed | | Logistics | | Keen Labs | | Others | | Total | |||||||
United States | $ | | $ | | $ | | $ | — | $ | — | $ | | ||||||
Total | $ | | $ | | $ | | $ | — | $ | — | $ | | ||||||
Six Months Ended June 30, 2026 | ||||||||||||||||||
| Owned Service | | Managed | | Logistics | | Keen Labs | | Others | | Total | |||||||
United States | $ | | $ | | $ | | $ | $ | $ | |||||||||
Total | $ | | $ | | $ | | $ | $ | $ | |||||||||
Six months ended June 30, 2025 | ||||||||||||||||||
| Owned Service | | Managed | | Logistics | | Keen Labs | | Others | | Total | |||||||
United States | $ | | $ | | $ | | $ | — | $ | — | $ | | ||||||
Total | $ | | $ | | $ | | $ | — | $ | — | $ | | ||||||
NOTE 15: ACQUISITION
Harry Kahn Associates, Inc. Acquisition
On April 3, 2026, the Company acquired
HKA is a leading provider of logistics support analysis databases, technical manuals, and training materials for the U.S. Department of Defense, the U.S. Coast Guard, and major defense OEMs including Boeing, Northrop Grumman, and Lockheed Martin. HKA has maintained an uninterrupted contracting relationship with the Naval Air Systems Command since 1976, holds ISO 9001:2015 certification for technical data development, and has supported programs across all branches of the U.S. military.
The acquisition expands the Company’s technology platform into the defense and government infrastructure market, positioning Keen Labs’ AI and data analytics capabilities to address predictive maintenance, lifecycle sustainment, and logistics intelligence applications across mission-critical military systems. Management believes that HKA’s established government relationships and structured operational datasets, together with the Company’s technology platform, may provide opportunities for growth in the global defense sustainment market.
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Presented below is the preliminary purchase price allocation for the acquisition:
| HKA | ||
Date of Acquisition | April 03, 2026 | ||
Cash and cash equivalents | $ | | |
Accounts receivables, net |
| | |
Prepaid expenses |
| | |
Contract assets |
| | |
Fixed assets, net |
| | |
Right of use assets |
| | |
Intangible Assets |
| | |
Goodwill |
| | |
Total assets acquired |
| | |
Accounts payable |
| | |
Accrued expenses |
| | |
Line of credit |
| | |
Contract liabilities |
| | |
Other current liabilities |
| | |
Operating lease liabilities |
| | |
Note payable |
| | |
Total liabilities assumed |
| | |
Net assets acquired | $ | | |
The purchase price allocation is preliminary as the Company is finalizing the valuation of certain identifiable intangible assets and working capital balances. The Company expects to complete the valuation during the measurement period, which will not exceed one year from the acquisition date.
The preliminary fair values and estimated useful lives of the identifiable intangible assets acquired are as follows:
| | Estimated Useful | |||
Identifiable Intangible Assets | Fair Value |
| Life (Years) | ||
Technology | $ | |
| ||
Customer relationships |
| |
| ||
Trade names |
| |
| ||
Total fair value of intangible assets | $ | |
| | |
The fair values of the identifiable intangible assets acquired were estimated using income-based valuation approaches. The fair value of the acquired technology was estimated using the multi-period excess earnings method, which reflects the present value of the after-tax cash flows attributable to the technology after deducting contributory asset charges. The fair value of customer relationships was estimated using the with-and-without method, which reflects the present value of the incremental cash flows attributable to the existing customer relationships. The fair value of the trade name was estimated using the relief-from-royalty method, which reflects the present value of the after-tax royalty savings attributable to ownership of the trade name. The acquisition has been accounted for using the acquisition method in accordance with ASC 805, Business Combinations.
Further, in accordance with ASC 280, Segment Reporting, the acquisition did not result in the identification of a new reportable segment considering it had insignificant operations since acquisition through June 30, 2026, therefore, the Company has concluded that HKA is included within “Others” segment.
HKA has contributed approximately $
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NOTE 16: SUBSEQUENT EVENTS
The Company has evaluated subsequent events from June 30, 2026 through the date these interim financial statements were issued, in accordance with ASC 855, Subsequent Events. No events were identified that require adjustment to the accompanying financial statements. All subsequent events identified are non-recognized subsequent events.
Acquisition of Blue Ribbon Ice Inc.
On July 1, 2026, the Company completed the acquisition of a
The Acquisition Agreement also provides for contingent consideration based on BRI’s future financial performance through 2030 and includes contractual rights that may require the Company to purchase the BRI’s remaining ownership interest over specified future periods, subject to the terms of the agreement.
The Company expects to account for the acquisition as a business combination under ASC 805, Business Combinations. The initial accounting for the business combination is incomplete as of the date these condensed consolidated financial statements were available to be issued because the Company has not yet completed the valuation of the assets acquired, the liabilities assumed, the non-controlling interest, and the resulting goodwill. Accordingly, the Company is unable to present the provisional amounts of consideration transferred and of the identifiable assets and liabilities recognized at the acquisition date. The amounts recognized are provisional and may be adjusted during the measurement period, which will not exceed one year from the acquisition date, as the Company obtains the information necessary to identify and measure the acquisition-date fair values of the assets acquired and liabilities assumed. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.
Purchase Order Financing Advance
On April 8, 2026, the Company’s wholly owned subsidiary, Keen Labs Operations, Inc., received an additional advance under the previously disclosed factoring and security agreement, as amended, with its lender. Pursuant to a supplier letter agreement among the lender, Keen Labs Operations, Inc. and a third-party vendor, the lender remitted approximately $
In July 2026, Keen Labs Operations, Inc. received
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Senior Secured Notes
On August 7, 2026, the Company entered into a non-binding term sheet with an institutional investor for up to $
Proceeds are expected to repay approximately $
This financing, if consummated, is intended to address a portion of the Company’s near-term liquidity requirements, including the repayment of higher-cost debt obligations described above, and is secured by an asset already reflected on the Company’s balance sheet rather than requiring a new capital contribution. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.
Short-Term Bridge Loans
On July 17, 2026 and July 21, 2026, the Company issued
On July 17, 2026, the Company issued a short-term promissory note (the “First Bridge Note”) to the same unaffiliated third-party lender in the principal amount of $
On July 21, 2026, the Company issued a short-term promissory note (the “Second Bridge Note”) to the same unaffiliated third-party lender in the principal amount of $
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On August 4, 2026, the Company drew an additional tranche (the “Third Bridge Note”) of $
Convertible Promissory Note Issuances
On July 1, 2026, the Company closed
On July 1, 2026, the Company issued a
On July 1, 2026, the Company issued a second
On July 9, 2026, the Company entered into a Securities Purchase Agreement with an institutional accredited investor, pursuant to which the Company issued a
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The July 9 Note carries a one-time guaranteed interest charge of
Following an Event of Default, the holder may convert outstanding amounts into shares of the Company’s common stock at a fixed conversion price of $
On July 18, 2026, the Company issued a convertible promissory note (the “July 18 Note”) to an institutional accredited investor in the principal amount of $
Repayment is structured through eight scheduled amortization payments:
On August 17, 2026, the Company issued an unsecured convertible promissory note to an institutional accredited investor in the principal amount of $
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Private Placement of Common Stock
On August 4, 2026, the Company entered into subscription agreements with
Merchant Cash Advance Agreement
On July 9, 2026, the Company’s wholly owned subsidiaries, ConnectM Babione LLC and Bourque Heating & Cooling Co., Inc., entered into a Future Receivables Sale and Purchase Agreement (the “MCA Agreement”) with an unaffiliated third-party purchaser, pursuant to which the subsidiaries sold $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Dollar amounts in this discussion are expressed in whole-dollars, except as otherwise noted. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed elsewhere in this Quarterly Report on Form 10-Q, particularly in Part I, Item 1A, Risk Factors, as well as in our other filings with the SEC. We do not undertake, and expressly disclaim, any obligation to publicly update any forward-looking statements, whether as a result of new information, new developments or otherwise, except to the extent that such disclosure is required by applicable law.
Executive Overview
ConnectM (the “Company”) is a Delaware corporation headquartered in Marlborough, Massachusetts. On July 12, 2024 (the “Merger Closing Date” or the “Merger Closing”), Monterey Capital Acquisition Corporation (“MCAC”) consummated an Agreement and Plan of Merger (the “Merger Agreement”) with ConnectM Technology Solutions, Inc. (“Legacy ConnectM”) in which MCAC acquired all of the issued and outstanding shares of Common Stock from Legacy ConnectM shareholders (the “Business Combination”) in exchange for 14,500,000 shares of MCAC’s Common Stock. On the Merger Closing Date, MCAC changed its name to ConnectM Technology Solutions, Inc. (“ConnectM”) and it became a publicly listed company. ConnectM is a U.S.-based technology company that develops, sells, and operates hardware and software to power the physical layer of the AI economy. The Company’s strategy is organized around two high-growth, U.S.-centered platforms: DeliveryCircle, asset-light logistics-technology subsidiary, and Keen Labs, the Company’s wholly owned AI and technology subsidiary. Over the past year, the Company has simplified its portfolio to concentrate on these two platforms, divesting or winding down its legacy Owned Service Network, Managed Solutions, and India-based operations, as described further below.
DeliveryCircle’s Decios platform uses AI to optimize business-to-business last-mile delivery, matching shipments to a network of independent, contracted drivers in real time to enable same-day movement of freight from warehouses and distribution centers to retail points of sale. Keen Labs designs, sources, and distributes AI-enabled distributed-energy and electrification hardware, including smart heat pumps and smart controls, the Hi-C™ and Hi-E™ families of battery energy storage systems, and virtual power plant software, alongside solar, battery storage, and EV charging offerings; including business-to-business sales to multi-billion dollar national distribution partners. Both platforms are supported by a common data and intelligence layer built and continuously enhanced by Keen Labs, which accesses more than 30 gigabytes of operating and performance data per day across the Company’s portfolio and partner network, and applies AI and machine-learning models intended to deliver customer outcomes such as predictive maintenance, energy optimization, and route efficiency.
The Company’s OSN segment provides energy solutions directly to residential, commercial and enterprise customers. OSN’s operations primarily include the installation, maintenance and servicing of electrified heating and cooling systems and distributed energy solutions, including solar and battery systems. The installed equipment is supported by the Company’s AI-driven energy intelligence platform, which enables monitoring of equipment performance and efficiency and facilitates the identification of maintenance requirements.
The Company also offers physical products as part of its solutions offerings, including AI-enabled heat pump systems for use in the decarbonization of homes and businesses, and solar panels, inverters, battery storage systems, and related balance-of-system components procured and distributed through its Keen Labs Operations, Inc. subsidiary to installation partners including Sun Solar, LLC.
The Company previously provided managed solutions offerings, including human resources management, procurement services, omnichannel marketing and lead generation services, and access to working capital solutions designed to improve operating efficiency and enhance profitability for service providers. In April 2026, the Company terminated its last remaining managed service agreement and is exploring options with respect to its Managed Solutions offerings. No formal plans are currently in place.
The Company’s platform and associated software continuously collect and analyze operational data, generating actionable insights that customers use for monitoring, optimization and decision-making, and enabling applications such as predictive maintenance and virtual power plant integration.
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The Company is actively rationalizing its segment portfolio to focus on its highest-quality, U.S. based verticals that contribute positively to operating results. During the three and six months ended June 30, 2026, the Company continued to streamline certain HVAC, solar, and other home service operations within the Owned Service Network segment as the Company shifted its decarbonization strategy toward product-led and technology-enabled offerings. The Keen Labs segment which conducts the Company’s technology platform operations and U.S. wholesale procurement and distribution of solar, energy storage, and related balance-of-system components through Keen Labs Operations, Inc., which contributed approximately $3,855,000 and $5,705,000 of product sales revenue during the three and six months ended June 30, 2026, respectively under VPP kit supply arrangements with installation partners. The remaining Owned Service Network operations are subject to ongoing strategic review. As discussed above, the Company terminated its last remaining Managed Solutions service agreement in April 2026.
On April 3, 2026, the Company completed its previously announced acquisition of HKA, a defense-focused technical data development company headquartered in Hagerstown, Maryland, acquiring 100% of HKA’s issued and outstanding capital stock in exchange for 12,500 shares of the Company’s common stock. HKA has maintained an uninterrupted contracting relationship with the U.S. Naval Air Systems Command since 1976 and provides logistics support analysis databases, technical manuals, and training materials to the U.S. Department of Defense, the U.S. Coast Guard, and major defense original equipment manufacturers, including Boeing, Northrop Grumman, and Lockheed Martin. The acquisition expands the Company’s technology platform into the defense and government infrastructure market and is expected to enable the application of Keen Labs’ AI and data analytics capabilities to predictive maintenance, lifecycle sustainment, and logistics intelligence use cases. The Company accounted for the acquisition as a business combination under ASC 805 effective April 3, 2026, the closing date, and has allocated HKA to its Other segment for segment reporting purposes, as HKA does not meet the quantitative thresholds to qualify as a separately reportable segment under ASC 280.
On June 17, 2026, the Company completed the previously announced Share Swap Agreement with Blue Cloud Softech Solutions Limited (“Blue Cloud”) (BSE: 539607), transferring 94.12% of the issued and outstanding equity of Global Impx Inc. (“GIX”), which held the Company’s India-based operations, to Blue Cloud in exchange for 160,000,000 newly issued equity shares of Blue Cloud, representing approximately 17.33% of Blue Cloud’s post-issue share capital. Upon closing, the Company deconsolidated GIX and its subsidiaries and recorded its Blue Cloud shares as an equity security at fair value under ASC 321, resulting in a non-cash gain of approximately $14,154,000, net of tax. As a result of the transaction, the Distributed Energy & Renewables and Transportation segments were substantially eliminated during the quarter.
The Company earns revenue across five operating segments:
| ● | Owned Service Network – Electrification and HVAC service providers delivering energy-efficient installations and long-term performance monitoring to end-users; certain operations subject to ongoing strategic review; |
| ● | Managed Solutions – provides third party residential and light commercial service providers with access to the Technology Platform as well as a selection of servicing offerings that the managed solutions customer can select from, including human resources management, procurement services, omnichannel marketing and lead generation as well as access to short-term working capital loans. The Company terminated its last remaining managed service agreement in April 2026, and this segment is expected to be eliminated as a reportable segment beginning in the third quarter of 2026. As the Company continues to focus on its strategy toward product-led and technology-enabled offerings and as part of this strategy, the Company terminated its managed service solution agreement. As of June 30, 2026, the Company had not authorized and approved a plan to sell and continued to evaluate multiple strategic alternatives for this segment. Accordingly, the termination of services did not meet the criteria for classification as held for sale under ASC 205-20-45-1E as management had not committed to a plan of sale and a sale was not considered probable within one year, consider this the segment is presented as held-and-used in these condensed consolidated financial statements. |
| ● | Keen Labs – AI, control, and energy intelligence platforms that underpin the Company’s modern energy economy solutions, conducted through Keen Labs Operations, Inc. and including industrial IoT hardware, the Hi-C™ line of hybrid energy storage systems, the Hi-E™ line of lithium iron phosphate long-duration and VPP-enabling storage systems, smart heat pumps, connected vehicle technologies, and the wholesale procurement and distribution of solar energy equipment, battery storage systems, and related balance-of-system components to U.S. installation partners including Sun Solar, LLC; |
| ● | Logistics – DeliveryCircle, LLC, a U.S.-based subsidiary offering AI-enabled dispatch, route optimization, and sortation services within the last-mile delivery sector; and |
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| ● | Other Segment – Comprises corporate-level operations and the Company’s HKA subsidiary, this segment generated de minimis revenue during the periods presented, consisting of less than $200,000 from HKA. |
Recent Developments
On January 5, 2026, the Company entered into an acquisition agreement to acquire a 40% equity interest in Sun Solar LLC (“Sun Solar”), a U.S.-based residential and small-commercial solar developer and installer, in exchange for 468,750 shares of the Company’s common stock. The investment is accounted for under the equity method of accounting in accordance with ASC 323, as the Company has the ability to exercise significant influence over Sun Solar’s operating and financial policies but does not hold a controlling financial interest. Concurrently, the Company, through its wholly-owned subsidiary Keen Labs Operations, Inc. (“Keen Labs”), entered into a Supply and Services Master Agreement (the “Keen Labs MSA”) with Sun Solar, effective January 6, 2026, pursuant to which Keen Labs procures and supplies solar panels, inverters, batteries, and related balance-of-system components to Sun Solar at actual invoiced product cost (including procurement and logistics fee) plus marketing and other professional services after adding a mark-up of 10%. The Keen Labs MSA is non-exclusive, terminable by either party upon 30 days’ written notice. Additional services, including marketing, supply chain consulting, and working capital support, may be provided under separate statements of work. Sun Solar is also expected to serve as a strategic installation and distribution channel for the Company’s Keen Labs segment, including solar-plus-storage systems designed to participate in virtual power plant programs. The Company intends to align its solar operations with Sun Solar under the “Sun Solar Northeast” banner and deploy additional capital to support the expansion of cutting-edge energy storage and VPP installations.
On January 1, 2026, the Company transferred all HVAC business assets and operations conducted under the Air Temp Service Co. trade name to A.T.S. Heating & Cooling LLC (“ATS LLC”), a New Jersey limited liability company, pursuant to a Non-Cash Business Asset Transfer Agreement. The transaction involved no cash consideration, and ATS LLC did not assume any pre-existing liabilities of the Company, with all obligations arising prior to the effective date retained by the Company. The Company retained a 1% non-voting, non-distributing equity interest in ATS LLC solely for participation in a shared health benefits arrangement and is entitled to 2% of net proceeds in the event ATS LLC is sold within 24 months of the effective date. The Company is also subject to a five-year non-compete covenant within ATS LLC’s service territories. Management does not expect the transaction to have a material adverse effect on ongoing operations.
In January 2026, Greentech Renewables placed a follow-on order of approximately $865,000, and in February 2026, an additional order of approximately $1,000,000, increasing cumulative purchase commitments under the arrangement to approximately $1,865,000.
On March 10, 2026, the Company entered into an Exchange Agreement to acquire Harry Kahn Associates, Inc., a defense-focused technical data development company. The transaction closed on April 3, 2026 upon satisfaction of the share transfer closing condition.
During the six months ended June 30, 2026, the Company issued convertible promissory notes with aggregate gross proceeds of approximately $3,540,000.
The notes bear interest and are convertible into shares of the Company’s common stock at the option of the holders in accordance with their respective terms. In certain instances, the Company issued shares of common stock as additional consideration in connection with these financings, and the notes may be issued at a discount to face value. The notes were issued in private placements exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) and/or Regulation D, and the proceeds were used for working capital and general corporate purposes.
During the six months ended June 30, 2026, the Company issued promissory notes and entered into term loan agreements with third-party lenders with aggregate principal amounts of $1,700,000. The promissory notes generally bear interest and mature in accordance with their contractual terms, and the term loans are repayable pursuant to scheduled principal and interest payments. During the period, the Company also amended one of its existing promissory note agreements to modify certain terms. Proceeds from these financings were used for working capital and general corporate purposes.
On March 9, 2026, the Company expanded its financing arrangements through an addendum to its existing factoring and security agreement with a lender. The arrangement provides working capital through the sale of receivables and purchase order financing, including supplier payments made directly by the lender.
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Pursuant to the addendum, Keen Labs Operations, Inc. was added as an additional obligor and is jointly and severally liable with affiliated entities. The facility is secured by substantially all assets of the applicable entities and includes cross-collateralization and cross-default provisions.
The arrangement includes enforcement mechanisms customary for facilities of this type, including the ability to accelerate obligations and pursue collection remedies upon an event of default.
On March 16, 2026, the Company refinanced and replaced the foregoing facility by entering into a new business loan and security agreement with a lender for $650,000. After deducting an origination fee of approximately $32,800, the payoff of the remaining balance on the prior facility and other applicable fees, net proceeds of approximately $428,400 were disbursed to the Company. The new facility requires 36 weekly payments of approximately $25,639 for a total repayment amount of $923,000 and matures in November 2026. The facility is secured by substantially all assets of the Company and certain of its subsidiaries, includes a personal guarantee from an officer of the Company, and contains customary covenants, including restrictions on additional indebtedness. Early repayment is permitted without penalty.
On March 20, 2026, the Company entered into an Asset Purchase Agreement to sell certain assets of its Green Energy Gains (“GEG”) business to Forge Team, Inc. The transaction is part of the Company’s continued focus on optimizing its operating structure and reallocating resources toward higher-margin and technology-enabled solutions.
The transaction includes the transfer of customer relationships, backlog, and certain operating assets, while the Company retains historical liabilities associated with pre-closing operations. The Company will provide limited transition support to facilitate continuity of operations following closing.
On March 24, 2026, the Company entered into an additional business loan and security agreement with a lender for $350,000. After deducting applicable fees, net proceeds were disbursed to the Company. The facility requires periodic payments of future receivables consistent with prior agreements with this lender and is secured by substantially all assets of the Company and certain of its subsidiaries, and includes a personal guarantee from an officer of the Company.
Divestiture of India Operations — Blue Cloud Share Swap Transaction
On April 6, 2026, the Company entered into a definitive Share Swap Agreement with Blue Cloud Softech Solutions Limited (“Blue Cloud”) (BSE: 539607), a publicly listed Indian technology and infrastructure company, pursuant to which Blue Cloud acquired 94.12% of the issued and outstanding equity shares of Global Impx Inc. (“GIX”), a Delaware corporation and subsidiary of the Company, in exchange for newly issued equity shares of Blue Cloud on a preferential basis. GIX holds, directly and through its subsidiaries, the Company’s India-based operating platform, including ConnectM Technology Solutions Private Limited, Cambridge Energy Resources Private Limited, CER Microgrids Private Limited, CER Rooftop Private Limited, and Geo Impex & Logistics Private Limited. The operations held through GIX were reported within the Distributed Energy & Renewables, Transportation and Other segments. The Share Swap Agreement is governed by the laws of India and is subject to the exclusive jurisdiction of the courts at Hyderabad, Telangana.
Under the terms of the agreement, Blue Cloud agreed to issue an aggregate of 170,000,000 equity shares of face value ₹1 each at a price of not less than the floor price of ₹21.93 per share (the “Blue Cloud Consideration Shares”) to the shareholders of GIX in exchange for 212,500,000 equity shares of GIX, reflecting a swap ratio of 100 Blue Cloud shares for every 125 GIX shares. Of the total consideration shares, ConnectM received 160,000,000 shares in exchange for the 200,000,000 GIX shares held by it, representing approximately 94.1% of GIX, and AstraBridge Inc., a minority shareholder of GIX, received 10,000,000 shares in exchange for the 12,500,000 GIX shares held by it, representing approximately 5.9% of GIX. The implied aggregate transaction value is approximately ₹372.81 crores (approximately $39.6 million based on prevailing exchange rates). The floor price was determined by an independent IBBI-registered valuer, in a report dated April 06, 2026, as the higher of the 90-trading-day and 10-trading-day volume weighted average prices of Blue Cloud’s equity shares preceding the relevant date of April 02, 2026, in accordance with the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”).
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Upon closing, ConnectM’s 160,000,000 Blue Cloud shares represented approximately 17.33% of Blue Cloud’s post-issue equity share capital of 923,081,600 shares, comprising 753,081,600 shares outstanding immediately prior to the preferential allotment and the 170,000,000 Blue Cloud Consideration Shares. The Company held no Blue Cloud shares prior to the allotment. AstraBridge Inc.’s 10,000,000 shares represent approximately 1.08% of post-issue capital, and the Blue Cloud Consideration Shares represent approximately 18.42% in the aggregate. The Blue Cloud Consideration Shares will rank pari passu with existing Blue Cloud equity shares and will be subject to a lock-in period of six months from the date of trading approval, in accordance with Regulation 167 of the SEBI ICDR Regulations. The Company had an unconditional right to receive the shares as of June 17, 2026, however the actual delivery of shares happened post June 30, 2026.
On May 4, 2026, Blue Cloud’s shareholders approved the transaction at an Extraordinary General Meeting, including the increase in authorized share capital, the preferential issuance of equity shares for consideration other than cash, and all related resolutions required under Indian corporate and securities law. The remaining conditions precedent, consisting of receipt of in-principle approval from BSE Limited for the preferential allotment and execution and delivery of all transfer instruments and board resolutions required to effect the transfer of the GIX shares, were satisfied, and the transaction closed on June 17, 2026. Because the transaction falls under the 100% automatic route, no approval of the Reserve Bank of India under the Foreign Exchange Management Act, 1999 was required.
The India operations held through GIX contributed approximately $2.0 million in revenue during fiscal year 2025, or approximately 5.8% of the Company’s consolidated annual revenue of $35.8 million. The Company has reviewed its existing merchant cash advance agreements and convertible note instruments and has confirmed that no financial covenants or cross-default provisions are triggered by, or tied to, the India-based assets or operations being divested.
Upon closing, the Company’s Blue Cloud shareholding accounting evaluation is under consideration, with final classification and measurement under U.S. GAAP to be determined based on then-applicable facts and circumstances, including the availability of quoted market prices, the existence of transfer restrictions during the lock-in period, the Company’s level of influence over Blue Cloud, and other relevant considerations. The Share Swap Agreement provides that no transferor acquires any special management, control, veto, nomination or affirmative rights beyond those available to any public shareholder of Blue Cloud, and that no transferor is entitled to appoint any director or nominee to Blue Cloud’s board of directors by virtue of the agreement. The Company expects the transaction to result in a non-cash gain, subject to finalization of its technical accounting analysis.
Acquisition of Harry Kahn Associates, Inc.
On April 3, 2026, the Company acquired 100% of the issued and outstanding capital stock of Harry Kahn Associates, Inc. (“HKA”), a defense-focused technical data development company headquartered in Hagerstown, Maryland. The acquisition was completed pursuant to an Exchange Agreement (the “HKA Exchange Agreement”) with the stockholders of HKA, under which the Company acquired 100% of the issued and outstanding capital stock of HKA in exchange for 12,500 shares of the Company’s common stock. Accordingly, the Company accounted for the acquisition of HKA as a business combination under ASC 805 effective April 3, 2026, the closing date.
HKA is a provider of logistics support analysis databases, technical manuals, and training materials for the U.S. Department of Defense, the U.S. Coast Guard, and major defense original equipment manufacturers including Boeing, Northrop Grumman, and Lockheed Martin. HKA has maintained an uninterrupted contracting relationship with the Naval Air Systems Command since 1976 and holds ISO 9001:2015 certification for technical data development. The acquisition expands the Company’s technology platform into the defense and government infrastructure market and is expected to enable the application of Keen Labs’ AI and data analytics capabilities to predictive maintenance, lifecycle sustainment, and logistics intelligence use cases.
The initial accounting for the business combination is incomplete as of the date of issuance of these condensed consolidated financial statements. The Company is in the process of identifying and measuring the fair values of assets acquired and liabilities assumed, including identifiable intangible assets such as customer relationships, technical data libraries, and government contract backlog, and expects to finalize the purchase price allocation within the measurement period prescribed by ASC 805, not to exceed one year from the acquisition date.
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In connection with the acquisition, the Company will assume a contingent liability arising from a dispute between HKA and a former subcontractor. HKA previously performed work under a U.S. government contract that was terminated for convenience by the prime contractor in December 2023. HKA negotiated a termination settlement with the prime contractor over a period of approximately 20 months, accepted the settlement in November 2025, and executed a mutual release of claims. A former subcontractor of HKA, who performed work under purchase orders related to the terminated contract, has asserted that it is owed approximately $628,000 for work allegedly completed prior to the termination. HKA offered the subcontractor its proportionate share of the termination settlement proceeds of approximately $47,000, which the subcontractor rejected. In February 2026, the subcontractor’s attorney sent a letter to HKA rejecting the settlement amount and proposing an alternative arrangement. As of the date of this filing, no lawsuit or formal legal proceeding has been initiated by the subcontractor against HKA or the Company, and no further communications have been received from the subcontractor or its counsel.
Reverse Stock Split
On April 17, 2026, the Company filed a certificate of amendment to its Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effectuate a 1-for-32 reverse stock split of its common stock. The certificate of amendment became effective for state law purposes at 4:01 p.m. (Eastern Time) on that date, such that the Company’s common stock began trading at market open on April 20, 2026 on a post-reverse stock split basis. The reverse stock split was previously authorized by the Company’s stockholders at a special meeting held on January 15, 2026 (which approved a ratio range between 1-for-5 and 1-for-50), with the final ratio of 1-for-32 subsequently set by the Board of Directors. As a result of the reverse stock split, each 32 shares of common stock outstanding immediately prior to the effective time were combined into one share of common stock, with any resulting fractional shares rounded up to the nearest whole share. The reverse stock split did not change the par value of the common stock or the number of authorized shares.
The reverse stock split was undertaken principally to increase the per-share trading price of the Company’s common stock to a level intended to facilitate a future listing of the common stock on a national securities exchange. Initial listing standards on national securities exchanges, including the NYSE American and the Nasdaq Capital Market, generally require, among other criteria, a minimum per-share bid price of at least $4.00 (subject to certain alternative qualification standards). The Company’s pursuit of a national exchange listing remains subject to satisfaction of all applicable initial listing standards and to acceptance by the relevant exchange, and no assurance can be given that the Company will satisfy such standards or that any such listing will be achieved.
All share and per-share amounts presented in the accompanying condensed consolidated financial statements have been retroactively adjusted to give effect to the reverse stock split for all periods presented. Outstanding options, warrants, and other equity-linked securities, and the per-share exercise and conversion prices thereof, have been correspondingly adjusted in accordance with their respective terms.
Short-Term Bridge Loans
Between April 14, 2026 and May 13, 2026, the Company and its wholly owned subsidiary, Global Impx, Inc., issued three short-term promissory notes (collectively, the “Bridge Notes”) in an aggregate principal amount of $600,000, each to the same lender (the “Bridge Lender”), which is also a minority shareholder of Global Impx, Inc. The material terms of the individual Bridge Notes are summarized below.
On April 14, 2026, Global Impx, Inc., a wholly owned subsidiary of the Company, issued a short-term promissory note (the “First Bridge Note”) to the Bridge Lender in the principal amount of $150,000. The First Bridge Note bears interest at a rate of 14% per annum, computed on a simple interest basis on a 360-day year (actual days elapsed), and matures 90 days from the date of disbursement, on or about July 13, 2026. In addition, the Company agreed to pay the lender a one-time processing fee of $1,500 (representing 1% of the principal amount), payable upfront or, at the lender’s option, deducted from the disbursement proceeds. The First Bridge Note does not contain conversion or other equity-linked features and may be prepaid, in whole or in part, at any time without penalty. Upon an Event of Default, outstanding amounts bear interest at an accelerated default rate of 20% per annum, representing a 6% per annum increase over the contractual rate. The First Bridge Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
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On April 19, 2026, the Company issued a short-term promissory note (the “Second Bridge Note”) to the bridge Lender in the principal amount of $250,000. The Second Bridge Note bears interest at a rate of 20% per annum, computed on a simple interest basis on a 360-day year. The Second Bridge Note was originally scheduled to mature 30 days from the date of disbursement, on or about May 19, 2026; pursuant to a subsequent extension agreement between the Company and the lender, the maturity date was, on or about August 31, 2026. In addition, the Company agreed to pay the lender a facilitation fee of $5,000 (representing 2% of the principal amount), which is fully earned on the date of disbursement and payable in full at maturity together with the principal and accrued interest. The Second Bridge Note does not contain conversion or other equity-linked features. Upon an Event of Default, outstanding amounts bear interest at an accelerated default rate of 26% per annum, and a late payment charge equal to 2% of the then-outstanding balance becomes payable. The Second Bridge Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
On May 13, 2026, the Company issued a short-term promissory note (the “Third Bridge Note”) to the Bridge Lender in the principal amount of $200,000. The Third Bridge Note bears interest at a rate of 20% per annum, computed on a simple interest basis on a 360-day year, and matures 30 days from the date of disbursement, which was further extended to increase the maturity date to August 31, 2026. In addition, the Company agreed to pay the lender a facilitation fee of $4,000 (representing 2% of the principal amount), which is fully earned on the date of disbursement and payable in full at maturity together with the principal and accrued interest. The Third Bridge Note does not contain conversion or other equity-linked features. Upon an Event of Default, outstanding amounts bear interest at an accelerated default rate of 26% per annum, and a late payment charge equal to 2% of the then-outstanding balance becomes payable. The Third Bridge Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
Bridge Loan Facility
On May 15, 2026, the Company entered into a bridge loan agreement with the Bridge Lender providing for a short-term loan facility in an aggregate principal amount of up to $1,500,000 (the “Facility”). The Facility may be drawn in one or more advances (each, a “Tranche”) upon the Company’s request, subject to the lender’s approval of each drawdown request. Each Tranche, together with the applicable fee described below, is payable in full on the date falling 60 calendar days after such Tranche is funded. No interest accrues on any Tranche; in lieu of interest, the Company is obligated to pay a fee equal to 10% of the principal amount of each Tranche, which is fully earned upon funding of that Tranche and payable upon its repayment. The Company may prepay any Tranche at any time without penalty, provided that any such prepayment includes the full outstanding principal amount and the full applicable fee for that Tranche. Repayment of a Tranche does not create a right to redraw absent the lender’s separate agreement.
The Facility is secured by a security interest in substantially all assets of the Company, including accounts receivable, cash, deposit accounts, investment property, inventory, equipment, intellectual property and general intangibles, which security interest is subordinate to the interests of the Company’s existing senior secured creditors. Upon an Event of Default, the lender may declare all outstanding Tranches and accrued fees immediately due and payable, and outstanding amounts bear default interest at 20% per annum. The Facility contains affirmative covenants requiring the Company to furnish copies of its filings with the Securities and Exchange Commission, to provide periodic updates regarding its pursuit of a listing on a national securities exchange, and to provide prompt written notice upon obtaining commitments for alternative financing that would be used to repay the Facility.
During the three months ended June 30, 2026, the Company drew Tranches in principal amounts of $200,000, $300,000, $150,000, $100,000 and $100,000, funded on May 18, 2026, May 27, 2026, June 5, 2026, June 9, 2026 and June 25, 2026, respectively, with corresponding fees of $20,000, $15,000, $10,000 and $10,000 and stated maturities of July 17, 2026, July 27, 2026, August 4, 2026, August 8, 2026 and August 25, 2026, respectively. Aggregate principal drawn under the Facility through June 30, 2026 was $850,000, together with aggregate fees of $85,000. Subsequent to June 30, 2026, the Company and the Bridge Lender agreed to extend the maturity date of each outstanding Tranche to August 31, 2026. For the reasons described under “Short-Term Bridge Loans” above, borrowings under the Facility constitute transactions with a related party. Proceeds were applied to working capital and general corporate purposes.
Subsequent to June 30, 2026, the Company drew two additional Tranches under the Facility, in principal amounts of $110,000 and $150,000, funded on July 17, 2026 and July 21, 2026, respectively, with corresponding fees of $11,000 and $15,000 and stated maturities of September 15, 2026 and September 19, 2026, respectively. Each such Tranche was drawn on the same terms as the Tranches described above, bearing no interest and carrying a fee equal to 10% of the principal amount of that Tranche, fully earned upon funding and payable upon repayment. After giving effect to these draws, $910,000 in principal and $91,000 in fees had been drawn under the Facility, leaving $590,000 of the $1,500,000 commitment available. As of the date of this filing, the full $910,000 principal amount drawn remained outstanding.
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Convertible Promissory Note Issuances
On April 2, 2026, the Company closed three separate convertible note financings with three unaffiliated accredited investors, with aggregate face principal of $350,000, aggregate gross purchase proceeds of $326,000, and an aggregate of 4,852 restricted shares of the Company’s common stock issued as commitment shares. Each note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and the commitment shares associated with each note were deemed earned in full as of the applicable closing date. The material terms of the individual transactions are summarized below.
On April 2, 2026, the Company issued a convertible promissory note (the “First Convertible Note”) to an institutional accredited investor in the original principal amount of $150,000, for a purchase price of $135,000, reflecting an original issue discount of $15,000. The investor withheld $4,000 from the purchase price to cover legal fees and $5,000 to cover due diligence costs, resulting in net proceeds to the Company of approximately $126,000. The First Convertible Note carries a one-time interest charge of 12% applied to the principal amount on the issuance date, equal to $18,000, which is guaranteed and fully earned as of the issuance date, resulting in a total repayment obligation of $168,000. Repayment is structured through nine scheduled amortization payments — eight installments of $18,750 commencing 120 days after the closing date and continuing at thirty-day intervals thereafter, with a final payment of the remaining outstanding balance due on March 30, 2027 (the maturity date per the underlying note). The Company issued the investor 1,563 restricted shares of common stock as additional consideration for the purchase of the First Convertible Note, deemed earned in full as of the closing date, and granted the investor piggyback registration rights with respect to such shares and the shares of common stock issuable upon conversion. Following an Event of Default or a failure by the Company to pay any scheduled amortization payment, the holder has the right to convert outstanding amounts into shares of the Company’s common stock at a conversion price equal to 65% of the lowest traded price of the common stock during the fifteen (15) trading days immediately preceding the applicable conversion date, subject to a 4.99% beneficial ownership limitation. Upon the occurrence of an Event of Default, amounts outstanding become due at 150% of the then-outstanding principal, accrued interest, and applicable fees. The First Convertible Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. The related Securities Purchase Agreement was executed on March 30, 2026, with closing occurring on April 2, 2026 upon the Company’s receipt of the purchase price. Proceeds were applied to working capital and general corporate purposes.
On April 2, 2026, the Company issued a convertible promissory note (the “Second Convertible Note”) to an accredited investor in the principal amount of $50,000, for a purchase price of $50,000. The Second Convertible Note carries a one-time guaranteed interest charge of 15% per annum for twelve months, applied to the principal on the issuance date and payable in a lump sum at maturity, resulting in a total repayment obligation of $57,500 due on April 2, 2027. Any unpaid amounts not satisfied by the maturity date bear interest at the lesser of 25% per annum or the maximum amount permitted by applicable law. The Company issued the investor 822 restricted shares of common stock as additional consideration for the purchase of the Second Convertible Note, deemed earned in full as of the closing date. Following an Event of Default, the holder may elect to convert outstanding principal, accrued interest, and applicable penalties into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock during the twenty (20) trading days immediately preceding the delivery of a conversion notice, subject to a 4.99% beneficial ownership limitation. Upon the occurrence of an Event of Default, amounts outstanding become due at 150% of outstanding principal plus accrued interest and fees. The related Securities Purchase Agreement contains a most-favored-nation provision in favor of the investor. The Second Convertible Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
On April 2, 2026, the Company issued a convertible promissory note (the “Third Convertible Note”) to an accredited investor in the principal amount of $150,000, for a purchase price of $150,000. The Third Convertible Note carries a one-time guaranteed interest charge of 15% per annum for twelve months, applied to the principal on the issuance date and payable in a lump sum at maturity, resulting in a total repayment obligation of $172,500 due on April 2, 2027. Any unpaid amounts not satisfied by the maturity date bear interest at the lesser of 25% per annum or the maximum amount permitted by applicable law. The Company issued the investor 2,468 restricted shares of common stock as additional consideration for the purchase of the Third Convertible Note, deemed earned in full as of the closing date. Following an Event of Default, the holder may elect to convert outstanding principal, accrued interest, and applicable penalties into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock during the twenty (20) trading days immediately preceding the delivery of a conversion notice, subject to a 4.99% beneficial ownership limitation. Upon the occurrence of an Event of Default, amounts outstanding become due at 150% of outstanding principal plus accrued interest and fees. The related Securities Purchase Agreement contains a most-favored-nation provision in favor of the investor. The Third Convertible Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
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On April 20, 2026, the Company entered into a Securities Purchase Agreement with an institutional lender, pursuant to which the Company issued a convertible promissory note (the “Note”) with a face principal amount of $146,160, including an original issue discount of $15,660, for a purchase price of $130,500. Net proceeds to the Company, after deducting a $5,000 placement agent fee, $2,000 in legal fee reimbursement, and a $3,500 due diligence fee retained by the lender, were approximately $120,000. The Note carries a one-time interest charge of 12% applied to the principal on the issuance date, equal to $17,539, resulting in a total repayment obligation of $163,699. Repayment is structured in five mandatory installments commencing October 30, 2026, with a final installment of $32,222 due February 28, 2027. The Company has a five-day grace period with respect to each scheduled payment and may prepay in full at any time without penalty.
Following an Event of Default, the holder has the right to convert outstanding amounts into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock during the 10 trading days immediately preceding the applicable conversion date, subject to a 4.99% beneficial ownership limitation. Upon the occurrence and continuation of an Event of Default, amounts outstanding become due at 150% of the then-outstanding principal, accrued interest, and applicable fees, escalating to 200% in certain circumstances. The Note was issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
On April 28, 2026, the Company issued a convertible promissory note (the “Note”) to an individual accredited investor in the initial principal amount of $500,000. The Note bears interest at a rate of 20% per annum on the unpaid principal balance and matures 270 days from the date of issuance, on or about January 23, 2027. Any unpaid principal and accrued interest not previously converted shall be due and payable on the Maturity Date, subject to acceleration upon an Event of Default. The holder may elect, at any time on or prior to the Maturity Date, to convert outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price equal to the lower of (i) $5.12 per share or (ii) 90% of the lowest daily volume-weighted average price (“VWAP”) of the Company’s common stock during the three trading days immediately preceding the applicable conversion date. Any fractional shares resulting from a conversion will be settled in cash or rounded up to the nearest whole share at the Company’s election. The Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to the Company’s working capital requirements.
On April 29, 2026, the Company issued a convertible promissory note (the “Note”) to an individual accredited investor in the principal amount of $25,000. The Note bears a one-time guaranteed interest charge of 15% per annum for twelve months, applied to the principal on the issue date and payable in a lump sum at maturity, resulting in a total repayment obligation of $28,750 due on April 29, 2027. Any unpaid amounts not satisfied by the Maturity Date bear interest at the lesser of 25% per annum or the maximum amount permitted by applicable law. Following an Event of Default, the holder may elect to convert outstanding principal, accrued interest, and applicable penalties into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock during the 20 trading days immediately preceding the delivery of a conversion notice, subject to a 4.99% beneficial ownership limitation. Upon the occurrence of an Event of Default, amounts outstanding become due at 150% of outstanding principal plus accrued interest and fees. The Note was issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
On June 1, 2026, the Company issued a bridge note (the “June Bridge Note”) to an accredited investor in the aggregate principal amount of $134,960, including an original issue discount of $14,460, for a purchase price of $120,500. At closing, the Company reimbursed the investor $5,500 for legal fees and due diligence costs. The June Bridge Note matures on March 30, 2027. A one-time interest charge of 12% was applied to the principal at issuance, resulting in an aggregate repayment obligation of $151,155, payable in five monthly installments beginning November 30, 2026 through the maturity date; amounts not paid when due accrue default interest at 22% per annum. The Company may prepay the June Bridge Note in full, subject to a prepayment discount equal to 97% of outstanding principal and accrued interest if prepaid within 90 days of issuance, or 98% if prepaid between 91 and 180 days after issuance. The June Bridge Note becomes convertible into shares of the Company’s common stock only following an Event of Default and after 180 days have elapsed from issuance, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date, subject to a 4.99% beneficial ownership limitation. In connection with the transaction, the Company delivered irrevocable instructions to its transfer agent with respect to the reservation and issuance of shares of common stock issuable upon any such conversion. A registered broker-dealer acted in connection with the transaction and is entitled to compensation in respect thereof. The June Bridge Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. Proceeds were applied to working capital and general corporate purposes.
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On June 9, 2026, the Company issued a convertible promissory note (the “June Convertible Note”) to an accredited investor in the principal amount of $150,000, for a purchase price of $150,000. The June Convertible Note carries a one-time guaranteed interest charge of 15% per annum for twelve months, applied to the principal on the issue date and added to the principal balance, resulting in a total repayment obligation of $172,500 due on June 8, 2027. Any unpaid amounts not satisfied by the maturity date bear interest at the lesser of 25% per annum or the maximum amount permitted by applicable law. The Company issued the investor 807 restricted shares of common stock as additional consideration for the purchase of the June Convertible Note, deemed earned in full as of the closing date. Following an Event of Default, the holder may elect to convert outstanding principal, accrued interest, and applicable penalties into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock during the twenty (20) trading days immediately preceding the delivery of a conversion notice, subject to a 4.99% beneficial ownership limitation. Upon the occurrence of an Event of Default, amounts outstanding become due at 150% of outstanding principal plus accrued interest and fees. The June Convertible Note and the related Securities Purchase Agreement contain a most-favored-nation provision in favor of the investor, restrictions on the incurrence of additional indebtedness and on the disposition of assets outside the ordinary course of business without the holder’s consent, and cross-default provisions. The June Convertible Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
On June 10, 2026, the Company entered into a Securities Purchase Agreement with an institutional accredited investor and issued a convertible promissory note (the “June 10 Note”) in the original principal amount of $227,150, including an original issue discount of $20,650, for a purchase price of $206,500. The investor withheld $4,000 from the purchase price to cover legal fees and $2,500 to cover due diligence costs, resulting in net proceeds to the Company of $200,000. The June 10 Note carries a one-time interest charge of 10% applied to the principal amount on the issuance date, equal to $22,715, which is guaranteed and fully earned as of the issuance date, and matures twelve months from issuance, on June 10, 2027. In addition to all other payment obligations, the Company is required to make seven amortization payments in cash, consisting of six monthly payments of $35,695 commencing December 10, 2026 and a final payment of all remaining outstanding amounts on June 10, 2027; each amortization payment is applied first to accrued and unpaid interest and then to outstanding principal. The Company issued the investor 4,000 restricted shares of common stock as commitment shares, deemed earned in full as of the closing date. The June 10 Note becomes convertible at the holder’s election on the earlier of (i) the occurrence of an Event of Default, (ii) the Company’s failure to pay an amortization payment when due, and (iii) the date that is 180 calendar days after the issuance date, at a conversion price equal to 75% of the lowest closing bid price of the common stock during the fifteen trading days immediately preceding the applicable conversion date, subject to a 4.99% beneficial ownership limitation that the holder may increase to not more than 9.99% upon 61 days’ prior written notice. The Company is required to reserve for issuance the greater of 500,000 shares of common stock and three times the number of shares issuable upon full conversion of the June 10 Note. The June 10 Note is an unsecured obligation of the Company and may be prepaid only during the first 180 days following issuance, at 95% to 98% of the principal and accrued interest then outstanding depending on the date of prepayment. Amounts not paid when due bear interest at the lesser of 22% per annum and the maximum rate permitted by law, and upon an Event of Default amounts outstanding become due at 150% of the then-outstanding principal and accrued interest. The June 10 Note and the related Securities Purchase Agreement contain a most-favored-nation provision, a prohibition on the Company entering into any transaction structured under Section 3(a)(10) of the Securities Act, a right of prior notice with respect to subsequent placements of debt or equity securities, a covenant requiring the Company to obtain directors’ and officers’ liability insurance within 60 days of closing, and a provision entitling the holder, at its election, to require the Company to apply up to 25% of the cash proceeds of certain future financings and asset sales to repayment of the June 10 Note. The June 10 Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Proceeds were applied to working capital and general corporate purposes.
Subsequent to June 30, 2026, the Company issued six additional notes, the material terms of which are summarized below.
On July 1, 2026, the Company closed one convertible note financing with an unaffiliated institutional accredited investors, with face principal of $150,000 and a purchase price of $135,000. The note is accompanied by the issuance 2,000 of commitment shares. Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
On July 1, 2026, the Company issued two convertible promissory notes (each, a “July 1 Note” and together, the “July 1 Notes”) to two separate accredited investors, each in the aggregate principal amount of $122,222, including an original issue discount of $12,222, for a purchase price of $110,000, and each on substantially identical terms. In the aggregate, the July 1 Notes have a principal amount of $244,444, including aggregate original issue discount of $24,444, for an aggregate purchase price of $220,000. In each case the investor withheld $5,000 from the purchase price to cover legal fees, resulting in net proceeds to the Company of $105,000 per note and $210,000 in the aggregate. Each July 1 Note bears interest at 12% per annum from the issuance date and matures on July 1, 2027. Accrued interest is payable in shares of the Company’s common stock rather than in cash. Each July 1 Note is convertible at the holder’s
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election at any time following the six-month anniversary of the issuance date at a conversion price equal to 65% of the lowest trading price of the common stock during the fifteen trading days immediately preceding the applicable conversion date, subject to a 4.99% beneficial ownership limitation that the holder may increase to not more than 9.9% upon 60 days’ prior written notice. If the common stock becomes subject to a deposit chill at The Depository Trust Company, the conversion price is reduced to 55% of the lowest trading price during the same measurement period for so long as the chill remains in effect. The Company may prepay a July 1 Note prior to the 180th day following issuance at premiums ranging from 105% to 140% of principal plus accrued interest depending on the date of prepayment, and may not prepay thereafter. The Company is required to reserve 169,669 shares of common stock for issuance upon conversion of each July 1 Note, or 339,338 shares in the aggregate. Upon an Event of Default, interest accrues at 24% per annum and the conversion price is reduced to 50% of the lowest trading price during the applicable measurement period. Events of Default under each July 1 Note include the failure of the common stock to maintain a bid price in the market on which it trades, the penalty for which is an increase in the then-outstanding principal amount by 20%, delinquency in the Company’s periodic report filings with the Securities and Exchange Commission, which after the six-month anniversary of the note entitles the holder to use the lowest closing bid price during the delinquency period as the base price for subsequent conversions, and a change in a majority of the members of the Board of Directors serving as of the issuance date. The related securities purchase agreements contain a most-favored-nation provision in favor of each investor. Each July 1 Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
On July 9, 2026, the Company entered into a Securities Purchase Agreement with an accredited investor and issued a convertible promissory note (the “July 9 Note”) in the aggregate principal amount of $90,000, including an original issue discount of $8,000, for a purchase price of $82,000. The investor withheld $2,000 from the purchase price to cover legal fees, resulting in net proceeds to the Company of $80,000. The July 9 Note carries a one-time guaranteed interest charge of 14%, equal to $12,600, which is fully earned as of the issuance date and added to the principal balance, resulting in a total repayment obligation of $102,600 due on July 9, 2027. Repayment is structured through six installments of $17,100 commencing on the 180th day following issuance and continuing at thirty-day intervals thereafter, with any remaining balance due on the maturity date. The Company issued the investor 525 restricted shares of common stock as commitment shares, deemed earned in full as of the closing date. The July 9 Note becomes convertible at the holder’s election only following an Event of Default, at a fixed conversion price of $10.00 per share or, at the holder’s election following an uncured Event of Default, at 75% of the lowest trading price of the common stock during the ten trading days immediately preceding the applicable conversion date, in each case subject to a 4.99% beneficial ownership limitation. The Company is required to reserve 53,700 shares of common stock for issuance upon conversion. Amounts not paid when due bear interest at the lesser of 24% per annum and the maximum rate permitted by law, and upon an Event of Default amounts outstanding become due at 150% of the then-outstanding principal and accrued interest. The July 9 Note and the related Securities Purchase Agreement contain a most-favored-nation provision in favor of the investor, restrictions on the incurrence of additional indebtedness and on the disposition of assets outside the ordinary course of business without the holder’s consent, and cross-default provisions. The July 9 Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
On July 18, 2026, the Company issued a promissory note (the “July 18 Note”) to an institutional accredited investor in the aggregate principal amount of $150,000, including an original issue discount of $15,000, for a purchase price of $135,000. The July 18 Note carries a one-time interest charge of 12% applied to the principal amount on the issuance date, equal to $18,000, which is guaranteed and fully earned as of the issuance date, resulting in a total repayment obligation of $168,000 due on July 18, 2027. In addition to all other payment obligations, the Company is required to make eight amortization payments in cash, consisting of six payments of $24,000 commencing 140 calendar days after the closing date and continuing at thirty-day intervals thereafter, a seventh payment of $23,000, and a final payment of all remaining outstanding amounts on July 18, 2027; each amortization payment is applied first to accrued and unpaid interest and then to outstanding principal. The July 18 Note becomes convertible at the holder’s election on the earlier of the occurrence of an Event of Default and the Company’s failure to pay an amortization payment when due, at a conversion price equal to 65% of the lowest traded price of the common stock during the fifteen trading days immediately preceding the applicable conversion date, subject to a 4.99% beneficial ownership limitation. The Company is required to reserve for issuance the greater of 1,000,000 shares of common stock and three times the number of shares issuable upon full conversion of the July 18 Note. The July 18 Note is an unsecured obligation of the Company and may be prepaid upon three trading days’ prior written notice at 100% of the principal and accrued interest then outstanding plus a $750 administrative fee, during which notice period the holder may instead elect to convert. Amounts not paid when due bear interest at the lesser of 22% per annum and the maximum rate permitted by law, and upon an Event of Default amounts outstanding become due at 150% of the then-outstanding principal and accrued interest. Events of Default under the July 18 Note include the Company’s failure to maintain a market capitalization of at least $10,000,000 on any trading day, the suspension or halting of trading in the common stock or its failure to be quoted or listed on a principal market, and cross-defaults with other indebtedness of the Company. The July 18 Note and the related Securities Purchase Agreement contain a most-favored-nation provision, a dilutive issuance adjustment to the conversion price, a prohibition on the Company entering into any transaction structured under Section 3(a)(10) of the Securities Act, restrictions on affiliate transactions and asset dispositions, and a provision entitling the holder, at
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its election, to require the Company to apply up to 50% of the cash proceeds of any public offering of securities or sale of assets to repayment of the July 18 Note. The July 18 Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.
On August 17, 2026, the Company issued an unsecured convertible promissory note to an institutional accredited investor in the principal amount of $250,000, for a purchase price of $225,000, reflecting an original issue discount of $25,000. After $11,000 of legal and due diligence costs withheld by the investor, net proceeds to the Company were approximately $214,000. The note bears interest at 10% per annum, with the first twelve months of interest, equal to $25,000, guaranteed and earned upon issuance, and matures on August 17, 2027. Repayment is structured through six monthly amortization payments of approximately $39,000 commencing 180 days after closing, with the remaining balance due at maturity. Following an Event of Default or missed amortization payment, the holder may convert outstanding amounts into shares of the Company’s common stock at 75% of the lowest traded price during the fifteen trading days preceding conversion, subject to a 4.99% beneficial ownership limitation. The note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D. Proceeds are to be used for business development and general working capital.
The Company is evaluating the accounting for the July 1 Notes, the July 9 Note and the July 18 Note, including whether the conversion features embedded in each note require bifurcation and separate measurement as derivative liabilities under ASC 815, and the amount and amortization of the related debt discounts. See Note 15: Subsequent Events.
Purchase Order Financing Advance
On April 8, 2026, the Company’s wholly owned subsidiary, Keen Labs Operations, Inc., received an additional advance under the previously disclosed factoring and security agreement (as amended) with its lender. Pursuant to a supplier letter agreement among the lender, Keen Labs Operations, Inc., and a third party vendor, the lender remitted approximately $134,000 directly to the vendor representing the balance due on an approved purchase order, net of a deposit previously paid by Keen Labs Operations, Inc. and a warranty holdback payable upon delivery and acceptance of the goods.
The advance is governed by the existing terms of the facility, with charges accruing at 1.625% per 15 day period from the date of advance until the related invoice is verified and funded. The obligation is secured by substantially all assets of the applicable obligors under the facility’s cross collateralization and cross default provisions and is guaranteed by the Company.
On August 6, 2026, Keen Labs Operations, Inc. received two additional advances under the same facility with the same lender. The advances were remitted directly to the manufacturer representing final payments due on two separate approved purchase orders, in the amounts of approximately $179,000 and $142,000, respectively. Charges on these advances accrue at 1.55% for the initial 30 day period, plus 0.55% for each 10 day period thereafter, from the date of advance until the related invoices are verified and funded. These advances are secured and guaranteed on the same basis as the facility’s existing terms described above.
Conversion Activity Under SEPA Convertible Promissory Note
On April 21, 2026, the holder of the Company’s outstanding convertible promissory note dated December 17, 2024 (issued in connection with the Company’s previously disclosed Standby Equity Purchase Agreement) submitted a conversion notice with respect to a portion of the outstanding balance under such note. Pursuant to the conversion, $190,000 of outstanding principal and $5,000 of accrued interest, representing a total conversion amount of $195,000, were converted into 35,000 shares of the Company’s common stock and delivered to the holder’s designated brokerage account. Following this conversion, the remaining outstanding principal balance under the note was approximately $800,000.
On May 5, 2026, the holder submitted an additional conversion notice with respect to a further portion of the outstanding balance under the same note. Pursuant to the conversion, $201,135 of outstanding principal and $2,169 of accrued interest, representing a total conversion amount of $203,304.35, were converted into 37,931 shares of the Company’s common stock and delivered to the holder’s designated brokerage account. Following this conversion, the remaining outstanding principal balance under the note is $600,000.
The shares issued in each of the foregoing conversions were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as conversions of an existing security of the same issuer without additional consideration.
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Settlement of DeliveryCircle, LLC Earn-Out
On April 23, 2026, the Company entered into a settlement and termination agreement with the seller and former chief executive officer of the Company’s DeliveryCircle, LLC subsidiary to fully and finally resolve all obligations under the contingent earn-out arrangement for the measurement year of 2024 and 2025 entered into in connection with the Company’s prior acquisition of DeliveryCircle, LLC. The agreement extinguished the Company’s accrued earn-out obligations for the 2024 and 2025 measurement periods in full, resulting in a gain on extinguishment of approximately $167,162 in accordance with ASC 405-20, Liabilities—Extinguishments of Liabilities. As of June 30, 2026, $206,000 is outstanding payable to Seller.
Conversion of Convertible Promissory Note
On May 11, 2026, the holder of the Company’s previously disclosed convertible promissory note dated December 8, 2025 submitted a notice of conversion under such note. Pursuant to the conversion, $1,084,384, representing outstanding principal together with accrued but unpaid interest, was converted into 210,944 shares of the Company’s common stock. The shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as a conversion of an existing security of the same issuer without additional consideration. The note was fully satisfied and cancelled upon completion of the conversion.
Key Operating and Financial Metrics and Outlook
We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe the operating and financial metrics presented below are useful in evaluating our operating performance, as they are similar to measures by our public competitors and are regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures, which exclude the results of discontinued operations, are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for net (loss) income or net (loss) income margin, respectively, calculated in accordance with GAAP. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation of these non-GAAP measures to the most comparable GAAP measures.
The following table sets forth these metrics for the periods presented:
| Three Months Ended June 30, |
| Six Months Ended June 30, |
| |||||||||
2026 | | 2025 | | 2026 | | 2025 |
| ||||||
Revenues | $ | 9,794,419 | $ | 7,885,201 | $ | 17,439,822 | $ | 16,139,557 | |||||
Gross profit |
| 2,804,052 |
| 2,880,754 |
| 4,668,659 |
| 5,806,195 | |||||
Gross margin |
|
|
|
|
|
|
|
| |||||
Contribution profit |
| 2,663,391 |
| 2,705,709 |
| 4,388,722 |
| 5,533,823 | |||||
Contribution margin |
| 27 | % |
| 34 | % |
| 25 | % |
| 34 | % | |
Loss from operations before taxes |
| (1,176,913) |
| (6,893,935) |
| (7,406,172) |
| (13,763,331) | |||||
Net loss |
| (1,167,946) |
| (7,029,158) |
| (7,681,029) |
| (13,939,625) | |||||
Adjusted EBITDA |
| (2,775,543) |
| (3,365,436) |
| (5,492,425) |
| (6,477,644) | |||||
Adjusted EBITDA margin |
| (28) | % |
| (43) | % |
| (31) | % |
| (40) | % | |
Gross Profit and Gross Margin
We define gross profit as revenue, net less cost of revenues and depreciation and amortization related to cost of revenues, and define gross margin, expressed as a percentage, as the ratio of gross profit to revenue, net. See “— Non-GAAP Financial Measures” for a reconciliation of Gross Profit and Gross Margin.
Contribution Profit and Contribution Margin
We define contribution profit as revenue, net less direct costs of revenue, commissions expense and depreciation and amortization, and define contribution margin, expressed as a percentage, as the ratio of contribution profit to revenue, net. Contribution profit and margin can be used to understand our financial performance and efficiency and allows investors to evaluate our pricing strategy and compare against competitors. Our management uses these metrics to make strategic decisions, identify areas for improvement, set targets
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for future performance and make informed decisions about how to allocate resources going forward. Contribution margin reflects our Contribution profit as a percentage of revenues. See “— Non-GAAP Financial Measures” for a reconciliation of Gross Profit to Contribution Profit and Contribution Margin.
Adjusted EBITDA and Adjusted EBITDA Margin
We define Adjusted EBITDA, a non-GAAP financial measure, as net income (loss) before interest and, income tax expense, depreciation and amortization, loss (gain) on change in fair value of financial instruments, stock based compensation, loss (gain) on extinguishment of debt and payable, loss on disposal of business, and transaction and integration related expenses. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of revenues. See “— Non-GAAP Financial Measures” for a reconciliation of GAAP net loss to Adjusted EBITDA and Adjusted EBITDA Margin.
Non-GAAP Financial Measures
The non-GAAP financial measures in this Quarterly Report have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. In addition, Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as indicators of our operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there may be significant factors or trends that they fail to address. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.
Our management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (iv) review and assess the operating performance of our management team; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors.
The following table provides a reconciliation of gross profit to contribution profit from continuing operations for the periods presented:
| Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||||
2026 | | 2025 | | 2026 | | 2025 | |||||||
Revenues | $ | 9,794,419 | $ | 7,885,201 | $ | 17,439,822 | $ | 16,139,557 | |||||
Cost of revenues |
| 6,990,367 |
| 5,004,447 |
| 12,771,163 |
| 10,333,362 | |||||
Total gross profit | $ | 2,804,052 | $ | 2,880,754 | $ | 4,668,659 | $ | 5,806,195 | |||||
|
|
|
| ||||||||||
Adjustments: |
|
|
|
|
|
|
|
| |||||
Depreciation and amortization |
| 140,661 |
| 175,045 |
| 279,937 |
| 272,372 | |||||
Commissions expense |
| — |
| — |
| — |
| — | |||||
Total contribution profit | $ | 2,663,391 | $ | 2,705,709 | $ | 4,388,722 | $ | 5,533,823 | |||||
|
|
|
| ||||||||||
Gross margin |
| 29 | % |
| 37 | % |
| 27 | % |
| 36 | % | |
Contribution margin |
| 27 | % |
| 34 | % |
| 25 | % |
| 34 | % | |
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Adjusted EBITDA
We define Adjusted EBITDA, a non-GAAP financial measure, as net income (loss) before interest and, income tax expense, depreciation and amortization, loss (gain) on change in fair value of financial instruments, stock based compensation, loss (gain) on extinguishment of debt and payable, loss on disposal of business, and transaction and integration related expenses. We utilize Adjusted EBITDA as an internal performance measure in the management of our operations because we believe the exclusion of these non-cash and non-recurring charges allow for a more relevant comparison of our results of operations to other companies in our industry. Adjusted EBITDA should not be viewed as a substitute for net (loss) income calculated in accordance with GAAP, and other companies may define Adjusted EBITDA differently. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of revenues. The adjusted EBIDTA excludes gain from discontinued operations for all periods presented.
The following table provides a reconciliation of net (loss) income from continuing operations to Adjusted EBITDA for the periods presented:
Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Revenues | $ | 9,794,419 | $ | 7,885,201 | $ | 17,439,822 | $ | 16,139,557 | ||||
|
|
|
|
| ||||||||
GAAP net loss |
| (1,176,913) |
| (6,893,935) |
| (7,406,172) |
| (13,763,331) | ||||
|
|
|
|
| ||||||||
Interest expense |
| 844,128 |
| 85,757 |
| 1,348,196 |
| 573,076 | ||||
Depreciation and amortization |
| 140,661 |
| 175,045 |
| 279,937 |
| 272,372 | ||||
Loss on issuance of financial instruments |
| 36,100 |
| — |
| 72,600 |
| — | ||||
Loss (gain) on extinguishment of debt and vendor payable |
| 28,029 |
| 825,067 |
| 28,029 |
| 3,331,474 | ||||
Change in fair value of convertible debt |
| 442,573 |
| 510,577 |
| 546,811 |
| 830,272 | ||||
Gain on extinguishment of debt | (48,321) | — | (48,321) | — | ||||||||
Gain on settlement of contingent consideration |
| (167,162) |
| — |
| (167,162) |
| — | ||||
Change in fair value of derivative liabilities |
| (18,975) |
| 510,661 |
| 39,313 |
| 544,209 | ||||
Loss (gain) on forward purchase agreement modification |
| — |
| — |
| — |
| 971,000 | ||||
Loss (gain) on disposal of business |
| — |
| — |
| 2,908,964 |
| — | ||||
Equity in earnings of equity method investee |
| (426,941) |
| — |
| (708,464) |
| — | ||||
Change in fair value of investment in equity securities | (2,312,820) | — | (2,312,820) | — | ||||||||
Change in fair value on 3(a)(10) Settlement Agreement (Note 9) | (19,000) | 1,335,928 | 34,000 | 925,677 | ||||||||
Other (income) expense, net | (96,902) | 85,464 | (107,336) | (162,393) | ||||||||
Adjusted EBITDA | $ | (2,775,543) | $ | (3,365,436) | $ | (5,492,425) | $ | (6,477,644) | ||||
Key Factors Affecting Operating Results
The Company believes our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including but not limited to those discussed in Item 1A “Risk Factors”.
We expect to derive future revenue from (i) our existing high margin recurring revenue products, (ii) our expanded service offerings leveraging our existing customer and developer networks, (iii) expanding our existing software and AI capabilities through development of additional software tools aimed at solving pain points and increasing profitability for service providers, OEMs and other enterprise customers, (iv) an expanded customer base through client referrals and our customized, relationship-focused sales process, and (v) a continued focus on international expansion for sales and distribution of our products and services.
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Reportable Segments
ConnectM’s reportable operating segments are as follows:
| ● | Owned Service Network focuses on the deployment of modern energy economy solutions into enterprises, infrastructure providers, and homes and businesses by providing installation and maintenance services for electrified heating and cooling solutions and distributed energy solutions (including solar and battery). The installed equipment is connected to the Company’s tech platform to ensure peak performance and efficiency of the equipment as well as allowing the Company to remotely monitor maintenance needs. During the three months ended June 30, 2026, the Company continued to streamline certain HVAC, solar, and other home service operations within the Owned Service Network segment as the Company shifted its strategy toward product-led and technology-enabled offerings. |
| ● | Managed Solutions provides a selection of servicing offerings that customers can select, including human resources management, procurement services, omnichannel marketing and lead generation, and access to short-term working capital loans. The Company terminated its last remaining managed service agreement in April 2026, and this segment is expected to be eliminated as a reportable segment beginning in the third quarter of 2026. |
| ● | Keen Labs segment focuses on the development of AI, control, and energy intelligence platforms that underpin the Company’s modern energy economy solutions, conducted primarily through Keen Labs Operations, Inc. The segment’s portfolio includes industrial IoT hardware, the Hi-C™ line of hybrid energy storage systems, the Hi-E™ line of lithium iron phosphate long-duration and virtual power plant (“VPP”)-enabling storage systems, smart heat pumps, and connected vehicle technologies, each integrated through the segment’s software platform to optimize performance across fleets, facilities, and distributed energy assets. The segment also conducts the Company’s U.S. wholesale procurement and distribution of solar panels, inverters, batteries, and related balance-of-system components to installation partners under VPP kit supply arrangements. During the three and six months ended June 30, 2026, product sales to Sun Solar, LLC under the Keen Labs MSA contributed approximately $1,966,000 and $3,816,000 of segment revenue respectively. The Keen Labs segment is not included in the Blue Cloud Transaction and is expected to remain a core continuing operations segment of the Company. |
| ● | Logistics focuses on the facilitation of business-to-business transportation of commercial and other heavy goods using the Company’s last-mile delivery platform and software, operated through the Company’s DeliveryCircle, LLC subsidiary. The Logistics segment is not included in the Blue Cloud Transaction and is expected to remain a core continuing operations segment of the Company. |
| ● | Other segment - Comprises corporate-level operations and the Company’s HKA subsidiary, this segment generated de minimis revenue during the periods presented, consisting of less than $200,000 from HKA. |
Key Components of Our Results of Operations
Revenue
ConnectM’s revenue is derived from contracts with customers and is recognized in accordance with ASC 606, comprising (i) installation and maintenance services for solar energy systems and HVAC solutions across customers, (ii) logistics and delivery services, (iii) product sales of hardware with embedded software to OEMs and wholesale distribution of heat pump equipment and smart controls through national distribution partners, (iv) software subscription services providing access to the Company’s IIoT platform, (v) managed solutions including HR, procurement, marketing and lead generation services, (vi) distributed energy and renewables services in India, including EPC activities, sale of electricity under power purchase agreements, and ongoing energy management (vii) Keen Labs platform offerings, including industrial IoT hardware, energy storage systems, smart heat pumps, connected vehicle technologies, the wholesale procurement and distribution of solar energy equipment and balance-of-system components to U.S. installation partners and (viii) HKA provides specialized engineering, logistics support, technical documentation and lifecycle support services primarily to the U.S. Department of Defense and defense industry customers. We fulfill obligations and recognize revenue under a contract with a customer by transferring products and services in exchange for consideration from the customer. Payments received or consideration billed in advance are recorded as deferred revenue.
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Under our contracts in the managed solutions segment, working capital adjustments may be processed quarterly, if year-to-date costs incurred by the customer exceed the percentage of the customer’s revenue and are recorded as a reduction of selling, general and administrative expenses as it represents the customer’s reimbursement of costs incurred by us.
The Company excludes from revenue the taxes collected from customers and remitted to government authorities related to sales of our inventory. Shipping and handling costs that are billed to customers are included in net sales.
Cost of Revenue
Cost of Revenue consists of personnel-related expenses, including salaries, benefits and stock-based compensation, and facility costs for the Company’s operations and manufacturing teams. Cost of Revenue also includes expenses for costs of equipment and professional services related to the maintenance or installation of equipment. The Company is actively managing operations costs to drive gross margin expansion, operating leverage, and improved operating cash flow as revenue scales.
Selling, General and Administrative
Selling, general and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, depreciation and amortization, and allocated facility costs for our business development, marketing, corporate, executive, finance, legal, human resources, IT, and other administrative functions. General and administrative expenses also include expenses for outside professional services, including legal, auditing and accounting services, recruitment expenses, travel expenses and certain non-income taxes, insurance, and other administrative expenses.
While selling, general and administrative expenses may continue to reflect the costs of operating as a public company, including SEC compliance, legal, audit, insurance, and investor relations, the Company is focused on managing these expenses to achieve operating leverage as revenue scales.
Loss on impairment of intangible assets
Loss on impairment of intangible assets consist of non-cash charges recognized when the carrying value of certain intangible assets exceeds their recoverable amount. The Company performs impairment assessments whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The recognition of such losses reflects management’s ongoing evaluation of the continued utility and value of acquired intangibles in the context of the Company’s evolving operations and strategic priorities.
Other income (expense), net
Other income (expense), net consists primarily of interest expense incurred on our debt obligations, remeasurement gains or losses associated with the change in the fair value on our convertible notes payable and forward purchase agreement derivative liabilities, gains and losses on the extinguishment of liabilities, a gain on the modification of our forward purchase agreements and other miscellaneous income or expenses incurred throughout the period.
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Results of Operations
The following table summarizes our financial results for the period indicated:
Three Months Ended June 30, | Change |
| ||||||||||
| 2026 | | 2025 | | $ | | % |
| ||||
| ||||||||||||
Revenues | $ | 9,794,419 | $ | 7,885,201 | $ | 1,909,218 |
| 24 | % | |||
Costs and expenses: |
|
|
|
| ||||||||
Cost of revenues |
| 6,990,367 |
| 5,004,447 |
| 1,985,920 |
| 40 | % | |||
Gross profit | 2,804,052 | 2,880,754 | (76,702) | (3) | % | |||||||
Selling, general and administrative expenses |
| 5,397,640 |
| 6,421,235 |
| (1,023,595) |
| (16) | % | |||
Loss on impairment of intangible assets | 322,616 | — | 322,616 | 100 | % | |||||||
Loss from operations |
| (2,916,204) |
| (3,540,481) |
| 624,277 |
| (18) | % | |||
Total other income (expense), net |
| 1,739,291 |
| (3,353,454) |
| 5,092,745 |
| (152) | % | |||
Net loss from operations before income taxes | $ | (1,176,913) | $ | (6,893,935) | $ | 5,717,022 |
| (83) | % | |||
| Six Months Ended June 30, | Change |
| |||||||||
2026 | | 2025 | | $ | | % |
| |||||
Revenues | $ | 17,439,822 | $ | 16,139,557 | $ | 1,300,265 |
| 8 | % | |||
Costs and expenses: |
|
|
|
| ||||||||
Cost of revenues |
| 12,771,163 |
| 10,333,362 |
| 2,437,801 |
| 24 | % | |||
Gross profit | 4,668,659 |
| 5,806,195 |
| (1,137,536) | (20) | % | |||||
Selling, general and administrative expenses |
| 10,118,405 |
| 12,556,211 |
| (2,437,806) |
| (19) | % | |||
Loss on impairment of intangible assets | 322,616 | — | 322,616 | 100 | % | |||||||
Loss from operations |
| (5,772,362) |
| (6,750,016) |
| 977,654 |
| (15) | % | |||
Total other expense, net |
| (1,633,810) |
| (7,013,315) |
| 5,379,505 |
| (77) | % | |||
Net loss from operations before income taxes | $ | (7,406,172) | $ | (13,763,331) | $ | 6,357,159 |
| (46) | % | |||
Revenues
Revenue increased approximately $1,909,000, or 24%, to approximately $9,794,000 for the three months ended June 30, 2026 from approximately $7,885,000 for the three months ended June 30, 2025. The increase was primarily attributable to the Company’s Logistics and Keen Labs segments, which generated revenue of $3,626,992 and $3,854,734, respectively, for the three months ended June 30, 2026 and together represented approximately 76% of total revenue, partially offset by continued declines in the Owned Service Network and Managed Solutions segments, reflecting the Company’s rationalization of certain HVAC, solar, and other home service operations, including the divestiture of Green Energy Gains and the wind-down of Blue Sky Electric, Inc., both completed in the first quarter of 2026, and the termination of the AC Authority MSA during the second quarter of 2026.
Revenue increased approximately $1,300,000, or 8%, to approximately $17,440,000 for the six months ended June 30, 2026 from approximately $16,140,000 for the six months ended June 30, 2025. The increase was primarily attributable to the Company’s Logistics and Keen Labs segments, which generated revenue of $6,738,332 and $5,704,660, respectively, for the six months ended June 30, 2026 and together represented approximately 71% of total revenue, partially offset by continued declines in the Owned Service Network and Managed Solutions segments, reflecting the Company’s rationalization of certain HVAC, solar, and other home service operations, including the divestiture of Green Energy Gains and the wind-down of Blue Sky Electric, Inc., both completed in the first quarter of 2026, and the termination of the AC Authority MSA during the second quarter of 2026. The smaller increase on a six-month basis, relative to the 24% increase for the quarter alone, reflects the sequential acceleration of revenue in the Logistics and Keen Labs segments during the second quarter relative to the first.
Cost of Revenues and Gross Profit
Cost of revenues increased approximately $1,986,000, or 40%, to approximately $6,990,000 for the three months ended June 30, 2026 from approximately $5,004,000 for the three months ended June 30, 2025. The increase was primarily attributable to cost of revenue in the Company’s Logistics and Keen Labs segments, of $2,823,815 and $2,700,005, respectively, for the three months ended June 30, 2026, partially offset by reduced costs in the Owned Service Network segment resulting from divestitures and wind-downs amid the Company’s ongoing segment rationalization. Gross profit for the three months ended June 30, 2026 was approximately $2,804,000, representing a gross margin of 28.6%, compared to approximately $2,881,000 and 36.5% for the three months ended June
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30, 2025. The decline in gross margin percentage reflects the revenue mix shift toward the Company’s Logistics and Keen Labs segments, which generated gross margins of approximately 22.1% and 30.0%, respectively, for the three months ended June 30, 2026, below the approximately 37.0% margin generated by the Owned Service Network segment, together with the continued wind-down of higher-margin Owned Service Network revenue that was unprofitable at the operating level. Both the Logistics and Keen Labs segments generated positive income from operations for the three months ended June 30, 2026, consistent with the Company’s continued strategic focus on segments that contribute positively to operating results despite lower gross margins.
Cost of revenues increased approximately $2,438,000, or 24%, to approximately $12,771,000 for the six months ended June 30, 2026 from approximately $10,333,000 for the six months ended June 30, 2025. The increase was primarily attributable to cost of revenue in the Company’s Logistics and Keen Labs segments, of $5,250,912 and $3,907,269, respectively, for the six months ended June 30, 2026, partially offset by reduced costs in the Owned Service Network segment resulting from divestitures and wind-downs amid the Company’s ongoing segment rationalization. Gross profit for the six months ended June 30, 2026 was approximately $4,669,000, representing a gross margin of 26.8%, compared to approximately $5,806,000 and 36.0% for the six months ended June 30, 2025. The decline in gross margin percentage reflects the revenue mix shift toward the Company’s Logistics and Keen Labs segments, which generated gross margins of approximately 22.1% and 31.5%, respectively, for the six months ended June 30, 2026, below the approximately 26.9% margin generated by the Owned Service Network segment for the same period. Both the Logistics and Keen Labs segments generated positive income from operations for the six months ended June 30, 2026, consistent with the Company’s continued strategic focus on segments that contribute positively to operating results despite lower gross margins.
Selling, General and Administrative expenses
Selling, general and administrative expenses decreased approximately $1,024,000, or 16%, to approximately $5,398,000 for the three months ended June 30, 2026 from approximately $6,421,000 for the three months ended June 30, 2025. The decrease reflects the Company’s continued cost rationalization efforts, including the wind-down and divestiture of certain Owned Service Network entities and tighter management of corporate overhead, partially offset by selling, general and administrative expenses associated with the Company’s Logistics and Keen Labs segments of $514,521 and $960,322, respectively, for the three months ended June 30, 2026. As a percentage of revenue, SG&A expenses improved from 81.4% in the prior-year quarter to 55.1% for the three months ended June 30, 2026, reflecting both the lower expense base and higher revenue in the current quarter.
Selling, general and administrative expenses decreased approximately $2,438,000, or 19%, to approximately $10,118,000 for the six months ended June 30, 2026 from approximately $12,556,000 for the six months ended June 30, 2025. The decrease reflects the Company’s continued cost rationalization efforts, including the wind-down and divestiture of certain Owned Service Network entities and tighter management of corporate overhead, partially offset by selling, general and administrative expenses associated with the Company’s Logistics and Keen Labs segments of $1,175,854 and $1,613,470, respectively, for the six months ended June 30, 2026. As a percentage of revenue, SG&A expenses improved from 77.8% in the prior-year period to 58.0% for the six months ended June 30, 2026.
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Other Income (Expense)
Three Months Ended June 30, | Change | |||||||||||
| 2026 | | 2025 | | $ | | % | |||||
Interest expense | $ | (844,128) | $ | (85,757) | $ | (758,371) | 884 | % | ||||
Loss on issuance of financial instruments | (36,100) | — | (36,100) | (100) | ||||||||
Gain (loss) on extinguishment of debt and vendor payable | (28,029) | (825,067) | 797,038 | (97) | ||||||||
Change in fair value of convertible debt | (442,573) | (510,577) | 68,004 | (13) | ||||||||
Gain on extinguishment of debt | 48,321 | — | 48,321 | — | ||||||||
Change in fair value of derivative liabilities | 18,975 | (510,661) | 529,636 | (104) | ||||||||
Gain on settlement of contingent consideration | 167,162 | — | 167,162 | 100 | ||||||||
Change in fair value on Section 3(a)(10) Settlement Agreement (Note 9) | 19,000 | (1,335,928) | 1,354,928 | (101) | ||||||||
Loss on disposal of business | — | — | — | — | ||||||||
Equity in earnings of equity method investee | 426,941 | — | 426,941 | 100 | ||||||||
Change in fair value of investment in equity securities | 2,312,820 | — | 2,312,820 | 100 | ||||||||
Other income (expense), net | 96,902 | (85,464) | 182,366 | (213) | ||||||||
Total other income (expense), net | $ | 1,739,291 | $ | (3,353,454) | $ | 5,092,745 | (152) | % | ||||
| Six Months Ended June 30, | Change | ||||||||||
2026 | | 2025 | | $ | | % | ||||||
Interest expense | $ | (1,348,196) | $ | (573,076) | $ | (775,120) | 135 | % | ||||
Loss on issuance of financial instruments | (72,600) | — | (72,600) | (100) | ||||||||
Gain (loss) on extinguishment of debt and vendor payable | (28,029) | (3,331,474) | 3,303,445 | (99) | ||||||||
Change in fair value of convertible debt | (546,811) | (830,272) | 283,461 | (34) | ||||||||
Gain on extinguishment of debt | 48,321 | — | 48,321 | 100 | ||||||||
Change in fair value of derivative liabilities | (39,313) | (544,209) | 504,896 | (93) | ||||||||
Gain on settlement of contingent consideration | 167,162 | — | 167,162 | 100 | ||||||||
Change in fair value of forward purchase agreement | — | (971,000) | 971,000 | (100) | ||||||||
Change in fair value on Section 3(a)(10) Settlement Agreement (Note 9) | (34,000) | (925,677) | 891,677 | (96) | ||||||||
Loss on disposal of business | (2,908,964) | — | (2,908,964) | (100) | ||||||||
Equity in earnings of equity method investee | 708,464 | — | 708,464 | 100 | ||||||||
Change in fair value of investment in equity securities | 2,312,820 | — | 2,312,820 | 100 | ||||||||
Other income (expense), net | 107,336 | 162,393 | (55,057) | (34) | ||||||||
Total other expense, net | $ | (1,633,810) | $ | (7,013,315) | $ | 5,379,505 | (77) | % | ||||
Total other income (expense), net was income of approximately $1,739,000 for the three months ended June 30, 2026, compared to expense of approximately $3,353,000 for the three months ended June 30, 2025, an improvement of approximately $5,093,000. The improvement was primarily driven by change in fair value of investment in equity securities of approximately $2,313,000, following the closing of the Blue Cloud Transaction on June 17, 2026, and equity in earnings of equity method investee of approximately $427,000 from the Company’s 40% interest in Sun Solar, LLC, neither of which had a comparable contribution in the prior-year quarter.
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The remaining change reflected several offsetting movements within the Company’s debt and liability-related items. Favorable movements included an approximately $1,374,000 swing in the change in fair value on the Section 3(a)(10) Settlement Agreement (see Note 9), approximately $797,000 improvement in the gain/(loss) on extinguishment of debt and vendor payable, approximately $530,000 improvement in the change in fair value of derivative liabilities, approximately $182,000 improvement in other income (expense), net, approximately $167,000 gain on settlement of contingent consideration, gain on extinguishment of debt by approximately $48,000 and approximately $68,000 improvement in the change in fair value of convertible debt. These were partially offset by approximately $758,000 increase in interest expense to approximately $844,000, reflecting increased borrowings during the period, and a new approximately $36,100 loss on issuance of financial instruments.
Total other expense, net was approximately $1,634,000 for the six months ended June 30, 2026, a decrease of approximately $5,379,000, or 78%, from approximately $7,013,000 for the six months ended June 30, 2025. The decrease was primarily driven by a $3,303,000 improvement in the gain/(loss) on extinguishment of debt and vendor payable, and change in fair value of investment in equity securities of approximately $2,313,000, following the closing of the Blue Cloud Transaction on June 17, 2026, and equity in earnings of equity method investee of approximately $708,000 from the Company’s 40% interest in Sun Solar, LLC, neither of which had a comparable contribution in the prior-year period. These improvements were substantially offset by a $2,909,000 loss recognized in the first quarter of 2026 on the dispositions of Air Temp Service Co. and Green Energy Gains, included in other income (expense), net (see Note 4, Disposals and Discontinued Operations).
The remaining change reflected the non-recurrence of a $971,000 loss on the change in fair value of the forward purchase agreement, which was no longer outstanding during 2026, together with favorable movements of $892,000 in the change in fair value on the Section 3(a)(10) Settlement Agreement (Note 9), $505,000 in the change in fair value of derivative liabilities, $283,000 in the change in fair value of convertible debt, $167,000 from a gain on settlement of contingent consideration, gain on extinguishment of debt by approximately $48,000 and $55,000 in other income (expense), net. These were partially offset by a $775,000 increase in interest expense to approximately $1,348,000, reflecting increased borrowings during the period, and a new $72,600 loss on issuance of financial instruments.
Result of operations for discontinued operations
Net income from discontinued operations was approximately $13,928,000 for the three months ended June 30, 2026, compared with $2,237,000 for the same period in 2025. The increase was primarily attributable to the $19,054,000 gain on disposal, partially offset by income tax provision of approximately $4,900,000. The 2025 period included a $2,487,000 bargain purchase gain.
Net income from discontinued operations was $13,488,000 for the six months ended June 30, 2026, compared with $2,129,000 for the same period in 2025. The increase was primarily driven by a $19,054,000 gain on disposal in 2026, partially offset by income tax provision of approximately $4,900,000. The 2025 period included a $2,487,000 bargain purchase gain.
Liquidity and Capital Resources
Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2026, the Company had cash and cash equivalents of approximately $2,394,000 and a working capital deficit of approximately $29,761,000, compared to cash and cash equivalents of approximately $2,737,000 as of December 31, 2025. For the six months ended June 30, 2026, the Company incurred a net loss from its continuing operations of approximately $7,406,000 and net cash used in operating activities of approximately $4,586,000, compared to a net loss of approximately $13,763,000 and net cash used in operating activities of approximately $4,311,000 for the six months ended June 30, 2025. These conditions are indicators of substantial doubt as to the Company’s ability to continue as a going concern for at least one year from the date of issuance of these condensed consolidated financial statements. The Company’s ability to continue as a going concern is dependent upon the management of expenses, the ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and the attainment of profitable operations.
If additional equity or debt financing is required from outside sources, we may not be able to raise it on terms acceptable to it or at all. If we are unable to raise additional capital on acceptable terms when needed, its results of operations and financial condition would be materially and adversely affected. Any such financing likely would be dilutive to our existing stockholders and could result in significant financial operating covenants that would negatively impact our business.
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Based on the foregoing, our management has concluded there is substantial doubt as to our ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should we be unable to continue as a going concern.
Cash Flows
The following table summarizes the Company’s cash flows for the period indicated:
| Six Months Ended June 30, | Change | ||||||||||
| 2026 | | 2025 | | $ | | % | |||||
Net cash used in operating activities - continuing operations | $ | (4,586,083) | $ | (4,310,756) | $ | (275,327) | 6 | % | ||||
Net cash used in investing activities - continuing operations | $ | (73,136) | $ | (10,586) | $ | (62,550) | 591 | % | ||||
Net cash provided by financing activities - continuing operations | $ | 4,240,207 | $ | 4,371,139 | $ | (130,932) | (3) | % | ||||
Net cash used in operating activities - continuing operations
Net cash used in operating activities for the six months ended June 30, 2026 was approximately $4,586,000. Net cash used in operating activities consisted of non-cash items principally including: loss on disposal of business of approximately $2,909,000; amortization of debt discount of approximately $730,000; depreciation and amortization of long-lived and intangible assets of approximately $280,000; offset be provision for credit losses of approximately $769,000; the change in fair value of convertible debt of approximately $547,000; the change in fair value of derivative liabilities of approximately $39,000; the change in fair value of the Section 3(a)(10) Settlement Agreement of approximately $34,000; right-of-use asset amortization on operating and finance leases of approximately $37,000 in the aggregate; and loss on issuance of financial instruments of approximately $73,000; offset by the Company’s share of equity in earnings of Sun Solar and Blue Cloud of approximately $3,021,000. Net changes in operating assets and liabilities used cash of approximately $282,000, primarily reflecting an increase in accounts receivable, accounts payable and other current assets and a decrease in prepaid and other payables.
Net cash used in operating activities for the six months ended June 30, 2025 was approximately $4,311,000. Net cash used in operating activities consisted primarily of net loss of approximately $13,763,000 which stem from the increased operating expenses such as heightened legal and administrative costs due to ongoing debt restructuring efforts, alongside inflationary pressures on overhead, which have notably impacted our cash flow despite efforts to streamline operations. This was offset by approximately $7,764,000 of noncash items, primarily related to the loss on extinguishment of debt of approximately $3,331,000, change in fair value measurement of convertible debt of approximately $830,000, change in fair value of forward purchase agreement resulting in a loss of approximately $971,000, depreciation and amortization of long-lived assets and intangible assets of approximately $194,000, and amortization of the Company’s debt discount recorded on its different debt facilities of approximately $105,000. In addition, for the six months ended June 30, 2025, net changes in operating assets and liabilities resulted in cash provided by operating activities of approximately $1,688,000.
Net cash used in investing activities - continuing operations
Net cash used in investing activities for the six months ended June 30, 2026 was approximately $73,000, consisting principally of cash paid for capitalized software development costs of approximately $146,000 and purchases of property and equipment of approximately $3,000, partially offset by proceeds of approximately $50,000 from the sale of property and equipment and cash received from acquisition of HKA of approximately $25,000.
Net cash used in investing activities for the six months ended June 30, 2025 was approximately $11,000. Investing activities primarily included the purchase of capitalized software development costs of approximately $34,000 and sale of property and equipment of approximately $24,000.
Net cash provided by financing activities - continuing operations
Net cash provided by financing activities for the six months ended June 30, 2026 was approximately $4,240,000. Financing activities consisted primarily of proceeds from the issuance of debt of approximately $4,767,000, and proceeds from the issuance of convertible
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notes of approximately $3,292,000, partially offset by repayments of debt of approximately $1,931,000, repayments on convertible notes of approximately $905,000, proceeds from factoring receivable arrangements of approximately $306,000, and payments on debt issuance cost of approximately $1,238,000.
Net cash provided by financing activities for the six months ended June 30, 2025 was approximately $4,371,000. Financing activities consisted primarily of proceeds from the issuance of convertible debt of approximately $3,556,000, issuance of debt of approximately $735,000 and proceeds from stocks subscription agreement of $596,000 offset by repayment of debt of approximately $743,000 and payments on convertible note and finance leases of approximately $124,000.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined in the SEC rules and regulations.
Commitments and Contractual Obligations
Refer to the accompanying notes to the financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under U.S. GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.
We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities.
Critical Accounting Policies and Significant Management Estimates
In the notes to our condensed consolidated financial statements and in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Annual Report on Form 10-K, we have disclosed those accounting policies that we consider to be most significant in determining our results of operations and financial condition and involve a higher degree of judgment and complexity. There have been no changes to those policies that we consider to be material since the filing of our 2025 Annual Report on Form 10-K. The accounting principles used in preparing our condensed consolidated financial statements conform in all material respects to U.S. GAAP.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
This item is omitted as it is not required for a smaller reporting company.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of our fiscal quarter ended June 30, 2026. Based on this evaluation, our Chief Executive Officer has concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting.
Management has initiated a remediation plan designed to address these material weaknesses. The plan includes strengthening our financial reporting resources, enhancing documentation and review procedures, and implementing additional monitoring and oversight controls. The Company is committed to remediating the identified weaknesses as quickly as practicable, although the material weaknesses will not be considered remediated until the improved processes and controls have been operating effectively for a sufficient period of time.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Item 1. Legal Proceedings.
From time to time, we may be party to or otherwise involved in legal proceedings arising in the ordinary course of business. We recognize provisions for legal proceedings in our financial statements, in accordance with accounting rules, when we are advised by independent outside counsel that (i) it is probable that an outflow of resources will be required to settle the obligation and (ii) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis by outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system. Our provisions for probable losses arising from these matters are estimated and periodically adjusted by management. In making these adjustments our management relies on the opinions of our external legal advisors. Management does not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material adverse effect on our business, results of operations or financial condition, except as described below.
On February 26, 2024, Robert Zrallack and RJZ Holdings LLC (the “Plaintiffs”) filed suit against Aurai LLC (“Aurai”), ConnectM Florida RE LLC (“ConnectM Florida RE”), and Florida Solar Products, Inc. (“Florida Solar”), each a wholly owned subsidiary of ConnectM, in the circuit court for the 19th judicial circuit (St. Lucie County, Florida). In this suit, the Plaintiffs allege various contract claims arising out of a transaction under which Aurai acquired Florida Solar from Mr. Zrallack in 2022 and ConnectM Florida RE acquired certain real estate from RJZ Holdings LLC in 2022 from which Florida Solar operates.
Specifically, the Plaintiffs allege breach of the stock purchase agreement and certain promissory notes in connection with the purchase of Florida Solar and the related real estate, as well as breach of a services agreement with Mr. Zrallack.
The ConnectM subsidiaries successfully moved to compel arbitration and asserted counterclaims against the Plaintiffs for breach of contract, fraudulent inducement, fraudulent misrepresentation, negligent misrepresentation, and unjust enrichment in connection with the underlying sale.
Following a hearing held on April 30, 2026, the court denied the Company’s motion to vacate and granted Plaintiffs’ motion to confirm the arbitration award. Plaintiffs’ counsel subsequently circulated a proposed final judgment which, if entered substantially in its current form, would include aggregate damages, attorneys’ fees, costs, foreclosure-related relief, statutory interest, and other payment obligations totaling in excess of $2.5 million. The Company is evaluating its remaining legal options, including a potential appeal of the order confirming the arbitration award.
The Company has recorded a litigation reserve of approximately $1,024,000 in connection with this matter, representing management’s best estimate of the probable loss in accordance with ASC 450, Contingencies. This reserve is included within the contingent consideration liability, and the remaining balance totalling to approximately $1.5 million associated with this matter is reflected within debt and accrued expenses and other current liabilities. Accordingly, the Company believes the aggregate amount is fully recorded in the Company’s condensed consolidated financial statements and does not believe there is a material unrecorded exposure with respect to this matter. The ultimate outcome of the confirmation proceedings, any motion to vacate, and related enforcement proceedings cannot be predicted with certainty. The final resolution of this matter could result in adjustments to the amount reserved, which could be material to the Company’s consolidated financial statements in the period such adjustment is determined.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” on Form 10-K for the year ended December 31, 2025, as the same may be updated from time to time, which could materially affect our business, financial condition, and future results. The risks described in our Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. Except to the extent previously updated or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to the risk factors set forth on Form 10-K for the year ended December 31, 2025, as the same may be updated from time to time.
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Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
Between January 1, 2026 and the date of this filing, the Company issued an aggregate of 938,356 shares of its common stock in transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”), as follows: (i) 70,336 shares issued to directors, officers, advisors, employees, and vendors as equity compensation for services rendered; (ii) 295,044 shares issued to debtholders in connection with debt-to-equity exchanges and conversions of outstanding convertible notes; (iii) 540,074 shares issued as consideration in an acquisition completed during the period; (iv) 22,191 shares issued toward commitment shares pursuant to acquisition of certain convertible notes, and (v) 10,711 shares issued towards adjusting pre-split to post-split allocation required.
The above issuances were made pursuant to an exemption from registration under Section 4(a)(2), 3(a)(9) and/or 3(a)(10) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
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Item 6. Exhibits.
The following Exhibits are filed as part of this Quarterly Report on Form 10-Q:
No. | | Description of Exhibit |
2.1 |
| Asset Purchase Agreement by and among the Company, Sun Solar LLC, and Caleb Arthur, dated January 5, 2026 (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on January 9, 2026). |
3.1 |
| Certificate of Amendment to Second Amended and Restated Certificate of Incorporation, as amended, of the registrant, effective April 17, 2026 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on April 17, 2026). |
10.1 | Securities Purchase Agreement, dated January 7, 2026, by and between ConnectM Technology Solutions, Inc. and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 3, 2026). | |
10.2 | Promissory Note, dated January 7, 2026, issued by ConnectM Technology Solutions, Inc. to GS Capital Partners, LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 3, 2026). | |
10.3 | Securities Purchase Agreement, dated January 20, 2026, by and between ConnectM Technology Solutions, Inc. and Labrys Fund II, L.P. (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on February 3, 2026). | |
10.4 | Promissory Note, dated January 20, 2026, issued by ConnectM Technology Solutions, Inc. to Labrys Fund II, L.P. (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on February 3, 2026). | |
10.5 | Securities Purchase Agreement, dated January 22, 2026, by and between ConnectM Technology Solutions, Inc. and Auctus Fund, LLC (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on February 3, 2026). | |
10.6 | Promissory Note, dated January 22, 2026, issued by ConnectM Technology Solutions, Inc. to Auctus Fund, LLC (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on February 3, 2026). | |
10.7 | Exchange Agreement by and between ConnectM Technology Solutions, Inc., Harry Kahn Associates, Inc., William F. Mumma Jr. and Phillip V. Perry, dated March 10, 2026 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 18, 2026). | |
10.8 | Form of Registration Rights Agreement, dated March 10, 2026 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on March 18, 2026). | |
10.9 | Promissory Note, dated March 10, 2026 issued by ConnectM Technology Solutions, Inc. to Harry Kahn Associates, Inc. (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on March 18, 2026). | |
10.10 | Share Swap Agreement, dated as of April 6, 2026, by and among the registrant, Blue Cloud Softech Solutions Limited and AstraBridge Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 5, 2026). | |
10.11 | Promissory Note, dated April 14, 2026, by and between Global Impx, Inc., a wholly owned subsidiary of ConnectM Technology Solutions, Inc. and AstraBridge Inc. | |
10.12 | Promissory Note, dated April 19, 2026, by and between ConnectM Technology Solutions, Inc. and AstraBridge Inc. | |
10.13 | Promissory Note, dated May 13, 2026, by and between ConnectM Technology Solutions, Inc. and AstraBridge, Inc. | |
10.14 | Bridge Loan Agreement, dated May 15, 2026 by and between ConnectM Technology Solutions, Inc. and AstraBridge, Inc. | |
10.15 | Form of Promissory Note entered into on April 2, and June 12 by and between ConnectM Technology Solutions, Inc. and the investors contained therein. | |
10.16 | Promissory Note, dated April 20, 2026, by and between ConnectM Technology Solutions, Inc. and Vanquish Funding Group, Inc. | |
10.17 | Promissory Note, dated April 28, 2026, by and between ConnectM Technology Solutions, Inc. and Umesh Goradia. | |
10.18 | Promissory Note dated June 1, 2026 by and between ConnectM Technology Solutions, Inc. and Vanquish Funding Group, Inc. | |
10.19 | Promissory Note dated June 10, 2026 by and between ConnectM Technology Solutions, Inc. and Labrys Fund II, L.P. | |
10.20 | Promissory Note dated June 29, 2026 by and between ConnectM Technology Solutions, Inc. and Actus Fund, LLC. | |
31.1* |
| Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2* |
| Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
| Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS* | Inline XBRL Instance Document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith |
** | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ConnectM Technology Solutions, Inc. | ||
Date: August 21, 2026 | By: | /s/ Bhaskar Panigrahi | |
Name: | Bhaskar Panigrahi | ||
Title: | Chief Executive Officer | ||
(principal executive officer) | |||
Date: August 21, 2026 | By: | /s/ Mahesh Choudhury | |
Name: | Mahesh Choudhury | ||
Title: | Principal Financial Officer | ||
(principal financial officer and principal accounting officer) | |||
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