Monterey Capital Acquisition : Submission of Matters to a Vote of Security Holders Form 8 K

Item 1.01.

Entry into a Material Definitive Agreement

On July 10, 2024, Monterey Capital Acquisition Corporation (the "Company" or "MCAC") entered into a (i) Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement Dated May 10, 2022 (the "Discharge Agreement") and (ii) Promissory Note (the "Note"), in each case with EF Hutton LLC (formerly EF Hutton, a division of Benchmark Investments, LLC, "EFH"). On July 11, 2024, the Company and EFH amended and restated the Discharge Agreement (the "Amended Discharge Agreement") and the Note (the "Amended Note"). Pursuant to the Amended Discharge Agreement, in lieu of the Company tendering the full amount of the $3,680,000 Deferred Underwriting Commission (as defined in the Underwriting Agreement, dated May 10, 2022, by and between the Company and EFH) in cash at the closing of the Company's initial business combination, EFH agreed to accept from the Company (i) a payment of $500,000 in cash within 30 days of the closing of the Company's initial business combination pursuant to the Amended Note and (ii) issuance of the Amended Note. The Amended Note has a principal amount of $3,680,000, matures in one year and shall be due and payable upon the demand of EFH and upon certain events of default. The Company may prepay the Amended Note in whole or in part at any time without penalty. In addition, the Company is obligated to pay toward the Note 10% of the aggregate gross proceeds from any sale of equity or equity derivative instruments of the Company. Within five days of the maturity date of the Amended Note, the Company may elect to convert the Amended Note into shares of common stock of the Company based on the 5-day trailing volume weighted average price of the Company's common stock at the maturity date of the Amended Note (subject to compliance with applicable rules of the Nasdaq Stock Market).

The foregoing descriptions of the Amended Note and the Amended Discharge Agreement are not complete and are qualified in their entireties by reference to the full text of the Amended Note and the Amended Discharge Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this report and are incorporated by reference herein.