ConnectM replaces auditor after going-concern notes in 2023-24 audits

Rhea-AI Filing Summary

ConnectM Technology Solutions reported that Adeptus Partners, LLC resigned as the company’s independent registered public accounting firm on August 7, 2025. Adeptus's audit reports for the fiscal years ended December 31, 2024 and 2023 did not contain adverse opinions or disclaimers and were not qualified for scope or accounting principles, but did include an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern. Adeptus also communicated material weaknesses in the company’s disclosure controls and in internal control over financial reporting as disclosed in the company’s 2023 and 2024 Annual Reports, which the Current Report incorporates by reference.

The Audit Committee approved engagement of KNAV CPA LLP as the new independent registered public accounting firm effective August 8, 2025 to audit the year ending December 31, 2025. The company states that during the two most recent fiscal years and the subsequent interim period, neither the company nor anyone acting on its behalf consulted KNAV on accounting or auditing matters, and no disagreements or reportable events with KNAV were identified. A letter from Adeptus is attached as Exhibit 16.1 to the Current Report.

Positive

• Audit committee engaged KNAV CPA LLP effective August 8, 2025
• No disagreements reported between ConnectM and Adeptus for fiscal years 2023 and 2024
• Adeptus's audit reports were not qualified or adverse other than going-concern explanatory paragraphs

Negative

• Adeptus Partners resigned as the independent registered public accounting firm on August 7, 2025
• Audit reports for 2023 and 2024 included explanatory paragraphs expressing substantial doubt about the company’s ability to continue as a going concern
• Material weaknesses in disclosure controls and internal control over financial reporting were disclosed for 2023 and 2024

Insights

Financial Analyst

TL;DR: Auditor change amid going-concern notes and disclosed control weaknesses increases near-term reporting risk but no disagreements were reported.

The resignation of Adeptus and replacement with KNAV is a material corporate disclosure because auditor continuity affects investor confidence in financial reporting. Adeptus's reports included explanatory paragraphs citing substantial doubt about the company’s ability to continue as a going concern for 2023 and 2024, and material weaknesses in disclosure controls and internal control over financial reporting were previously disclosed in both annual reports. The filing notes no disagreements with Adeptus and that KNAV was not previously consulted, which limits immediate technical dispute risk but does not remove the underlying operational and liquidity concerns signaled by the going-concern notes and control deficiencies.

Corporate Governance Expert

TL;DR: Auditor resignation plus repeated material weaknesses and going-concern explanatory language is a governance red flag requiring remediation and oversight.

The filing documents a change in certifying accountant following audit reports that included substantial doubt about the company’s ability to continue as a going concern and communicated material weaknesses in disclosure and internal controls for two consecutive years. These disclosures point to persistent control and financial stability issues that raise governance concerns about risk management, financial reporting quality, and board oversight. While the company reports no disagreements with Adeptus and engaged KNAV promptly, the core deficiencies remain until remediation is completed and validated by effective controls and a clean audit opinion.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

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): August 7, 2025

ConnectM Technology Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or other jurisdiction of 
incorporation) 001-41389 (Commission File
Number) 87-2898342 (I.R.S. Employer Identification
Number)

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

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ 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 4.01 Changes in Registrant’s Certifying Accountant

(a) Resignation of Independent Registered Public Accounting Firm

On August 7, 2025, Adeptus Partners, LLC (“Adeptus”) resigned as the independent registered public accounting firm to ConnectM Technology Solutions, Inc.

The audit reports of Adeptus for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.

During the Company’s fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through August 7, 2025, there were no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and Adeptus on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Adeptus, would have caused Adeptus to make reference to the subject matter of the disagreements in connection with Adeptus’s reports on the Company’s financial statements for such periods.

During the Company’s fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through August 7, 2025, the only “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) were Adeptus’s communications to the Company of the material weakness in disclosure controls and procedures disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), and the material weaknesses in internal control over financial reporting disclosed in the 2024 Form 10-K and the 2023 Form 10-K. Descriptions of the foregoing material weaknesses in Part II, Item 9A. “Controls and Procedures” in the 2024 Form 10-K and the 2023 Form 10-K are incorporated herein by reference.

The Company provided Adeptus with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that Adeptus furnish the Company with a letter addressed to the SEC stating whether Adeptus agrees with the statements made by the Company in this Current Report on Form 8-K and, if not, stating the respects, if any, in which Adeptus does not agree with such statements. A copy of the letter from Adeptus is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm

On August 8, 2025, the Audit Committee approved the engagement of KNAV CPA LLP (“KNAV”), effective as of August 8, 2025, as the Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2025.

During the Company’s two most recent fiscal years and the subsequent interim period through August 8, 2025, neither the Company, nor anyone acting on its behalf, consulted KNAV regarding (A) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company by KNAV that KNAV concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (B) any matter that was either (i) the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act), or (ii) a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). 

Item 9.01 Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter of Adeptus Partners, LLC, dated August 8, 2025.
104		Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

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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.

Dated: August 11, 2025

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

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FAQ

Why did Adeptus Partners resign as auditor for ConnectM Technology Solutions?

The filing states Adeptus resigned on August 7, 2025; the document does not provide a reason for the resignation beyond the resignation event and inclusion of Adeptus's letter as Exhibit 16.1.

Did Adeptus express any audit qualifications for ConnectM's 2023 or 2024 audits?

No adverse opinions or disclaimers were issued; however, Adeptus's audit reports for fiscal years ended December 31, 2024 and 2023 included an explanatory paragraph regarding substantial doubt about ConnectM's ability to continue as a going concern.

What internal control issues did ConnectM disclose in the filing?

The company disclosed material weaknesses in disclosure controls and in internal control over financial reporting in its 2023 and 2024 Annual Reports, which are incorporated by reference in the Current Report.

Who is the new auditor and when will they begin auditing ConnectM?

KNAV CPA LLP was engaged by the Audit Committee effective August 8, 2025 to audit the company’s consolidated financial statements for the year ending December 31, 2025.

Were there any disagreements between ConnectM and Adeptus on accounting or auditing matters?

The filing states there were no disagreements between the company and Adeptus during the fiscal years ended December 31, 2023 and 2024 and the interim period through August 7, 2025.