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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): June 4, 2026
ConnectM
Technology Solutions, Inc.
(Exact Name of Registrant as Specified
in Charter)
| Delaware |
|
001-41389 |
|
87-2898342 |
(State or other jurisdiction of
incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer Identification
Number) |
2 Mount
Royal Avenue, Suite 550
Marlborough,
Massachusetts |
|
01752 |
| (Address
of principal executive offices) |
|
(Zip code) |
617- 395-1333
(Registrant’s
telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | 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) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure.
On
June 4, 2026, ConnectM Technology Solutions, Inc. (the “Company” and “ConnectM”) issued a press release announcing
that the Share Swap Agreement (the “Blue Cloud Agreement”) by and among the Company, AstraBridge Inc., an unaffiliated third
party (“AstraBridge”), and Blue Cloud Softech Solutions Limited (“Blue Cloud”), previously reported on Form 8-K
filed with the Securities and Exchange Commission by the Company on May 5, 2026, has cleared the principal remaining conditions of the
BSE Limited (f/k/a Bombay Stock Exchange), which allows Blue Cloud to issue 160 million equity shares to ConnectM, one of the terms
under the Blue Cloud Agreement.
The
information included in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, nor shall such information
be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing. The information set forth under this Item 7.01 shall not be deemed an admission
as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements
of Regulation FD.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release of the registrant issued on June 4, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
ConnectM Technology Solutions, Inc. |
| |
|
| Dated: June 4, 2026 |
By: |
/s/ Bhaskar Panigrahi |
| |
Name: |
Bhaskar Panigrahi |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
ConnectM Receives Regulatory Approval for the Sale of its India Business to Blue Cloud; Transaction Expected
to Lift Stockholders’ Equity to Approx $19 Million
On a pro forma basis, the transaction lifts
stockholders’ equity from approximately $2.0 million to approximately $18.8 million — well above U.S. national exchange minimums
and on a non-dilutive basis
MARLBOROUGH, Mass., June 4, 2026 (GLOBE NEWSWIRE) -- ConnectM
Technology Solutions, Inc. (OTCQX: CNTM) (“ConnectM” or the “Company”), a constellation of technology-driven
businesses powering the modern energy economy, today announced that BSE Limited has granted Blue Cloud Softech Solutions Limited (BSE:
539607) (“Blue Cloud”) in-principle approval for its previously announced acquisition of ConnectM’s India business—
clearing the principal remaining regulatory condition for Blue Cloud to issue 160 million equity shares to ConnectM.
Upon completion of the share allotment, ConnectM expects to record
the Blue Cloud shares as a ~$30.4 million investment and to recognize a non-cash gain of approximately $18.4 million attributable to
ConnectM stockholders. On a pro forma basis, the transaction is expected to lift stockholders’ equity to approximately $18.8 million
at the effective date — roughly four times the $4–$5 million minimum required for a U.S. national exchange listing.
Illustrative Pro Forma Balance Sheet Highlights
Unaudited and illustrative; assumes the transaction closed effective
June 2, 2026. See assumptions below.
| ($ in millions) | |
Mar 31,
2026 Actual | | |
Pro Forma
(Illus.) | |
| Total assets | |
| 39.8 | | |
| ~49.5 | |
| Total liabilities | |
| 37.9 | | |
| ~30.7 | |
| Stockholders’ equity | |
| 2.0 | | |
| ~18.8 | |
| Liabilities-to-equity | |
| ~19x | | |
| ~1.6x | |
| Memo: National exchange minimum SE | |
| — | | |
| 4–5 | |
“This approval moves a defining piece of our
balance-sheet strategy from plan toward reality,” said Bhaskar Panigrahi, Chairman and Chief Executive Officer of ConnectM. “The
Blue Cloud shares are a substantial, non-dilutive addition to our equity base — value we built in India, redeployed to strengthen
ConnectM and support our path to a national exchange.”
“Clearing the BSE condition is what turns the
India divestiture into a balance-sheet event,” added Nayeem Hussain, President. “With this behind us, we are focused on completing
the allotment and carrying the benefit through to shareholders.”
Blue Cloud’s shareholders approved the transaction
on May 4, 2026. Upon closing, ConnectM’s operations will substantially be concentrated in the United States. The Blue Cloud
shares ConnectM receives are expected to be subject to a statutory lock-up period under Indian securities regulations. Closing is anticipated
by Q3 2026 and the Company will provide updates as remaining procedural steps are completed.
Assumptions for Illustrative Pro Forma Information
The pro forma information above is unaudited and is presented for
illustrative purposes only; it does not purport to represent what the Company’s financial position or results would have been had
the transaction closed on the date indicated, nor to project future results. It assumes the Blue Cloud share swap closed effective June 2,
2026, with: (i) 160 million Blue Cloud shares recorded at approximately $30.4 million, based on Blue Cloud’s share price of
INR 18.50 and an INR:USD rate of 97.37 at that date (the implied transaction value at signing was approximately $39.6 million; no separate
lock-in or marketability discount has been applied); and (ii) the divestiture of the India operating segment (CMI, CER, and Global
Impex Inc.) with total assets of approximately $20.7 million and total liabilities of approximately $7.2 million (net assets of approximately
$13.6 million), less approximately $1.5 million of noncontrolling interests, for a fair value of net assets transferred of approximately
$12.0 million. The resulting non-cash gain of approximately $18.4 million is attributable to ConnectM stockholders; together with the
removal of the related noncontrolling interests, pro forma stockholders’ equity is approximately $18.8 million. Final amounts will
depend on closing balances, the fair value ultimately assigned to the Blue Cloud shares, foreign-exchange movements, recycling of cumulative
translation adjustments, and the final accounting determination under U.S. GAAP.
Capital Markets
The Company continues to pursue a national exchange
uplisting, working with ThinkEquity, LLC as financial advisor. There can be no assurance that the Company will submit an application
to list on a national exchange, that it will satisfy all applicable quantitative and qualitative listing and regulatory requirements,
that a national exchange will approve the Company’s listing application, if submitted, that the Company will meet the listing criteria,
or that a proposed listing will be completed.
About ConnectM Technology Solutions, Inc.
ConnectM is comprised of technology-driven businesses
powering the modern energy economy. Through its various operating segments, the Company delivers cutting edge energy storage, AI-powered
electrification, distributed energy, last-mile delivery, and industrial IoT solutions to customers worldwide. For more information, visit
www.connectm.com.
About Blue Cloud Softech Solutions Ltd.
Blue Cloud Softech Solutions Ltd. (BSE: 539607) is
a publicly listed, Hyderabad, India-based technology and infrastructure company with over 30 years of experience delivering solutions
to government and enterprise customers. The Company operates a portfolio of IP-led platforms across digital health (BluHealth), AI diagnostics
(BluBio), advanced sterilization (BioSter), 5G connectivity, cybersecurity, and enterprise telecom.
Through a disciplined SPV-based model, Blue Cloud
enables scalable deployment of technology platforms across India and international markets, combining government-grade relationships,
proprietary technologies, and a platform-centric approach to drive repeatable, high-margin growth.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future
events. All statements, other than statements of present or historical fact included in this press release, regarding our future financial
performance and our strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs,
prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “intend,” “believe,” “estimate,” “continue,” “project”
or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or circumstances after the date of this press release. We caution you
that the forward-looking statements contained herein are subject to numerous risks and uncertainties, most of which are difficult to
predict and many of which are beyond our control. In addition, we caution you that the forward-looking statements regarding the Company
contained in this press release are subject to the risks and uncertainties described in the “Cautionary Note Regarding Forward-Looking
Statements” section of our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q that we file with the
Securities and Exchange Commission. Such filings identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ConnectM is under no
obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Relations
ConnectM Technology Solutions, Inc.
+1-617-395-1333
irpr@connectm.com
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