ConnectM (CNTM) issues 15M shares to acquire 40% stake in Sun Solar

Rhea-AI Filing Summary

ConnectM Technology Solutions, Inc. completed an equity deal to acquire 40% of the LLC membership interests of Sun Solar LLC from its sole owner, Caleb Arthur. In exchange, ConnectM issued 15,000,000 shares of its common stock to Arthur or his assignees in a privately placed, unregistered transaction relying on Section 4(a)(2) and Regulation D. Arthur represented that he is an accredited investor acquiring the shares for investment purposes. After this issuance, ConnectM had 168,255,345 common shares issued and outstanding as of January 5, 2026.

Insights

Equity & M&A analyst

ConnectM trades 15M new shares for a 40% stake in Sun Solar.

ConnectM Technology Solutions, Inc. acquired 40% of Sun Solar LLC by issuing 15,000,000 new common shares to Sun Solar’s owner, Caleb Arthur. This structure means no cash outlay for ConnectM; consideration is entirely in equity, shifting part of the combined economic exposure to existing shareholders through additional shares.

The transaction was executed via a privately negotiated Acquisition Agreement with customary representations, covenants, and indemnities, suggesting a standard negotiated deal framework. The share issuance was conducted as an unregistered private placement under Section 4(a)(2) and Regulation D, with Arthur confirming accredited investor status and investment intent.

Following the deal, ConnectM’s common shares outstanding rose to 168,255,345 as of January 5, 2026, indicating dilution for prior holders. The filing does not quantify Sun Solar’s financial contribution, so the balance between strategic benefits and dilution depends on future performance details that may appear in subsequent company filings.

8-K Event Classification

4 items: 1.01, 2.01, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2026

ConnectM Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41389		87-2898342
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2 Mount Royal Avenue, Suite 550 Marlborough, Massachusetts		01752
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 395-1333

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Sun Solar LLC Acquisitions Agreement

On January 5, 2026, ConnectM Technology Solutions, Inc. (the “Company”) entered into and consummated an Acquisition Agreement (the “Acquisition Agreement”) by and among the Company, Sun Solar LLC, a Missouri limited liability company (“Sun Solar”), and Caleb Arthur (“Arthur”).

Prior to entry into the Acquisition Agreement, Arthur owned 100% of the membership interests of Sun Solar. At the Closing, Arthur assigned 400,000 units of Sun Solar, representing 40% of the 1,000,000 LLC membership interest of Sun Solar to the Company. In exchange, the Company issued to Mr. Arthur or his assignees 15,000,000 shares of common stock of the Company, par value $0.0001 (the “Payment Shares”).

The Acquisition Agreement contains customary representations, warranties, and covenants, including interim operating restrictions, no-shop provisions, obligations to obtain required approvals and consents, and reciprocal indemnification provisions subject to negotiated survival, basket and cap limitations. Arthur represented that he is an accredited investor acquiring the Payment Shares for investment purposes.

The foregoing summary of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets

On January 5, 2026, the Company completed the transaction described under Item 1.01, which is incorporated herein by reference. Pursuant to the Sun Solar LLC Acquisitions Agreement, the Company acquired 40% of the LLC membership interest of Sun Solar and in exchange issued the Payment Shares to Mr. Arthur or his assignees.

Item 3.02 Unregistered Sales of Equity Securities.

Payment Shares

The information set forth in Items 1.01 with respect to the issuance of the Payment Shares and the Exchange Shares is incorporated herein by reference.

On January 5, 2026, the Company issued 15,000,000 shares of common stock of the Company to Mr. Arthur or his assignees in connection with the Acquisition Agreement. The issuance was made in a private placement transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) and Regulation D thereunder. Mr. Arthur represented that he is an accredited investor and is acquiring the securities for investment purposes and not with a view to distribution. Appropriate restrictive legends and transfer limitations will be applied.

Issued and Outstanding Stock

Following the issuance noted in this Item 3.02, as of January 5, 2026, the Company had 168,255,345 shares of common stock issued and outstanding.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

No.		Description
2.1		Asset Purchase Agreement by and among the Company, Sun Solar LLC, and Caleb Arthur, dated January 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 9, 2026

ConnectM Technology Solutions, Inc.
By:	/s/ Bhaskar Panigrahi
Name:	Bhaskar Panigrahi
Title:	Chief Executive Officer

FAQ

What transaction did ConnectM Technology Solutions, Inc. (CNTM) complete with Sun Solar LLC?

ConnectM Technology Solutions, Inc. entered into and consummated an Acquisition Agreement with Sun Solar LLC and its owner, Caleb Arthur. Under this agreement, ConnectM acquired 40% of the LLC membership interests of Sun Solar.

How many shares did ConnectM (CNTM) issue for the Sun Solar acquisition?

In connection with acquiring 40% of Sun Solar LLC, ConnectM issued 15,000,000 shares of its common stock, par value $0.0001 per share, to Caleb Arthur or his assignees as Payment Shares.

What percentage of Sun Solar LLC did ConnectM (CNTM) acquire in this deal?

At closing, Caleb Arthur assigned 400,000 units of Sun Solar, representing 40% of the 1,000,000 LLC membership interests, to ConnectM Technology Solutions, Inc.

Was the ConnectM (CNTM) share issuance for the Sun Solar deal registered with the SEC?

No. The issuance of the 15,000,000 Payment Shares to Mr. Arthur or his assignees was an unregistered private placement, relying on Section 4(a)(2) of the Securities Act of 1933 and Regulation D.

How many ConnectM (CNTM) shares are outstanding after the Sun Solar transaction?

Following the issuance of the 15,000,000 Payment Shares on January 5, 2026, ConnectM Technology Solutions, Inc. had 168,255,345 shares of common stock issued and outstanding as of that date.

What investor protections or terms are included in the Sun Solar Acquisition Agreement?

The Acquisition Agreement includes customary representations, warranties, and covenants, such as interim operating restrictions, no-shop provisions, obligations to obtain approvals and consents, and reciprocal indemnification with negotiated survival, basket, and cap limitations.

What did Caleb Arthur represent about his status and intention in the ConnectM (CNTM) share issuance?

Caleb Arthur represented that he is an accredited investor and that he is acquiring the Payment Shares for investment purposes and not with a view to distribution. Appropriate restrictive legends and transfer limitations will be applied to the securities.