FAIR VALUE MEASUREMENTS (Tables)
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12 Months Ended |
Dec. 31, 2024 |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of assets and liabilities measured and recorded at fair value on a recurring basis |
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 December 31, 2024: | | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | | Assets | | | | | | | | | | | | | | Forward purchase agreement | | $ | — | | $ | — | | $ | 1,471,000 | | $ | 1,471,000 | | Total assets | | $ | — | | $ | — | | $ | 1,471,000 | | $ | 1,471,000 | | | | | | | | | | | | | | | | Liabilities | | | | | | | | | | | | | | Derivative liabilities | | $ | — | | $ | — | | $ | 4,229,478 | | $ | 4,229,478 | | Contingent consideration | | | — | | | — | | | 434,174 | | | 434,174 | | Convertible debt | | | — | | | — | | | 8,542,323 | | | 8,542,323 | | Total liabilities | | $ | — | | $ | — | | $ | 13,205,975 | | $ | 13,205,975 | |
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, 2023: | | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | | Liabilities | | | | | | | | | | | | | | Convertible notes payable | | $ | — | | $ | — | | $ | 2,178,685 | | $ | 2,178,685 | | Total liabilities | | $ | — | | $ | — | | $ | 2,178,685 | | $ | 2,178,685 | |
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| Schedule of reconciliation of assets measured at fair value using Level 3 inputs |
| | | | | | | | | | | | | | | Forward purchase agreement | | Derivative liabilities | | Contingent consideration | | Convertible debt | Balance, December 31, 2023 | | $ | — | | $ | — | | $ | — | | $ | (2,178,685) | Conversion to shares of Legacy ConnectM's common stock | | | — | | | — | | | — | | | 3,779,223 | Assumed from Business Combination | | | (27,189,660) | | | — | | | — | | | (3,680,000) | Additions | | | — | | | (4,042,050) | | | (575,690) | | | (4,940,000) | Change in fair value | | | (8,254,390) | | | (187,428) | | | (59,723) | | | (1,707,747) | Reclass out of Level 3 | | | | | | | | | 201,239 | | | | Gain from modification | | | 1,572,236 | | | — | | | — | | | — | Releases of Recycled Shares as consideration for Forward Purchase Agreement modification | | | (385,000) | | | — | | | — | | | — | Day one gain on issuance | | | — | | | — | | | — | | | 134,886 | Cash payments | | | 36,727,814 | | | — | | | — | | | 50,000 | Less: cash received | | | (1,000,000) | | | — | | | — | | | — | Ending balance, December 31, 2024 | | $ | 1,471,000 | | $ | (4,229,478) | | $ | (434,174) | | $ | (8,542,323) |
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| Schedule of carrying value and fair value for the convertible notes payable for which the Company elected the fair value option |
| | | | | | | | | | | | | | | December 31, 2024 | | December 31, 2023 | | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | Amended 2022 Convertible Notes | | $ | — | | $ | — | | $ | 1,350,000 | | $ | 1,369,734 | 2023 Convertible Notes | | | — | | | — | | | 900,000 | | | 808,951 | 2024 Convertible Notes | | | 2,440,000 | | | 2,547,209 | | | — | | | — | Assumed 2024 Note | | | 3,630,000 | | | 3,630,000 | | | — | | | — | SEPA Convertible Note | | | 2,500,000 | | | 2,365,114 | | | — | | | — | | | $ | 8,570,000 | | $ | 8,542,323 | | $ | 2,250,000 | | $ | 2,178,685 |
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| Forward purchase agreement |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | | | | | | | August 2, 2024 (modification) | | July 12, 2024 (assumption) | | Expected term | | | | | | | | | 2.94 years | | | 3.0 years | | Price per share of Company's common stock | | | | | | | | $ | 0.78 | | $ | 3.54 | | Exercise price | | | | | | | | $ | 13.36 | | $ | 13.36 | | Volatility | | | | | | | | | 80.0 | % | | 46.0 | % | Risk-free interest rate | | | | | | | | | 3.7 | % | | 4.2 | % | Dividend rate | | | | | | | | | 0.0 | % | | 0.0 | % | Probability of completing the Business Combination | | | | | | | | | N/A | | | 100.0 | % |
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| SEPA Convertible Note |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | | | | | | | December 31, 2024 | | December 17, 2024
(issuance) | | Remaining term | | | | | | | | | 0.97 years | | | 1.00 years | | Volatility | | | | | | | | | 88.0 | % | | 88.0 | % | Risk-free rate | | | | | | | | | 4.3 | % | | 4.3 | % | Drift term | | | | | | | | | 4.2 | % | | 4.2 | % | Conversion price for payments to be made through issuance of Company's common stock | | | | | | | | $ | 0.41 | | $ | 0.41 | | Payments to be made through issuance of shares of Company's common stock | | | | | | | | | 11.1 | % | | 11.1 | % | Payments to be made in cash | | | | | | | | | 88.9 | % | | 88.9 | % |
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| Amended 2022 Convertible Notes, 2023 Convertible Notes, and 2024 Convertible Notes |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | | | | | | | December 31, 2024 | | December 31, 2023 | | Discount rate | | | | | | | | | 20.0 | % | | 15.0 | % | Probability of conversion at maturity scenario | | | | | | | | | 70.0 - 100.0 | % | | 15.0 | % | Probability of voluntary conversion scenario | | | | | | | | | 0.0 - 30.0 | % | | N/A | | Probability of automatic conversion scenario | | | | | | | | | N/A | | | 85.0 | % | Remaining term for conversion at maturity scenario | | | | | | | | | 0.01 - 0.28 years | | | 0.88 - 1.38 years | | Remaining term for voluntary conversion scenario | | | | | | | | | 0.01 - 0.03 years | | | N/A | | Remaining term for automatic conversion scenario | | | | | | | | | N/A | | | 0.50 years | |
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| Amended 2024 Convertible Notes | Forward purchase agreement |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | | | | Amended 2024 FPA | | 2024 FPA | | | | | | | December 31, 2024 | | December 16, 2024
(modification) | | December 16, 2024
(modification) | | Probability of maturity settlement scenario | | | | | | 15.0 | % | | 15.0 | % | | 15.0 | % | Probability of prepayment shortfall settlement scenario | | | | | | 85.0 | % | | 85.0 | % | | 85.0 | % | Recycled Shares held by Meteora | | | | | | 1,703,890 | | | 1,703,890 | | | 2,203,890 | | Price per share of Company's common stock | | | | | $ | 1.21 | | $ | 0.77 | | $ | 0.77 | | Remaining term | | | | | | 2.53 years | | | 2.57 years | | | 2.57 years | | Risk-free interest rate | | | | | | 4.3 | % | | 4.2 | % | | 4.2 | % | Drift term | | | | | | 4.2 | % | | 4.1 | % | | 4.1 | % | Volatility | | | | | | 85.0 | % | | 81.0 | % | | 81.0 | % | Forecasted price per share of Company's common stock at maturity | | | | | | 2.30 | | | 0.37 | | $ | 0.37 | | Expected margin from Meteora's sale of Recycled Shares | | | | | | 76.9 | % | | 76.9 | % | | 83.3 | % |
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| Contingent consideration |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | | | | | | | December 31, 2024 | | August 5, 2024
(acquisition) | | Operating leverage | | | | | | | | | 150.0 | % | | 150.0 | % | Revenue volatility | | | | | | | | | 20.1 | % | | 20.0 | % | EBITDA volatility | | | | | | | | | 50.2 | % | | 50.0 | % | Earnout risk free rate | | | | | | | | | 4.5 | % | | 3.7 | % | Long-term risk-free rate | | | | | | | | | 4.9 | % | | 4.2 | % | Weighted average cost of capital | | | | | | | | | 18.0 | % | | 13.9 | % | Correlation between revenue and EBITDA | | | | | | | | | 0.65 | | | 0.73 | | Discount rate | | | | | | | | | 6.0 | % | | 9.2 | % | Term to payment | | | | | | | | | 0.1 - 7.1 years | | | 0.5 - 7.5 years | |
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| Debt conversion share adjustment obligations derivative liability |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | | | | December 31, 2024 | | September 24, 2024
(issuances) | | September 12, 2024
(issuances) | | Price per share of Company's common stock | | | | | $ | 1.21 | | $ | 1.26 | | $ | 1.09 | | Equity volatility | | | | | | 89.0 - 93.0 | % | | 85.0- 91.0 | % | | 85.0 | % | Reset price floor | | | | | $ | 1.25 | | $ | 1.25 | | $ | 1.25 | | Reset price ceiling | | | | | $ | 2.00 | | $ | 2.00 | | $ | 2.00 | | Remaining term - First Reset Date | | | | | | 0.19 - 0.62 years | | | 0.50 - 0.89 years | | | 0.50 years | | Forecasted per share of Company's common stock - Reset Date | | | | | $ | 1.12 | | | 1.08 | | $ | 0.93 | | Risk-fee rate - Reset Date | | | | | | 4.4 | % | | 4.4 | % | | 4.7 | % | Drift term - Reset Date | | | | | | 4.3 | % | | 4.3 | % | | 4.6 | % | Forecasted five day VWAP per share of Company's common stock - First Reset Date | | | | | $ | 0.96 | | $ | 0.91 | | $ | 0.94 | | Risk-fee rate - First Reset Date | | | | | | 4.2 | % | | 4.0 | % | | N/A | | Drift term - First Reset Date | | | | | | 4.1 | % | | 3.9 | % | | N/A | | Remaining term - Second Reset Date | | | | | | 1.04 years | | | 1.31 years | | | N/A | | Forecasted five day VWAP per share of Company's common stock - Second Reset Date | | | | | $ | 0.81 | | $ | 0.77 | | $ | N/A | | Risk-fee rate - Second Reset Date | | | | | | 4.2 | % | | 3.8 | % | | N/A | | Drift term - Second Reset Date | | | | | | 4.1 | % | | 3.7 | % | | N/A | |
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| SEPA Derivative Liability |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | | | | | | | December 31, 2024 | | December 17, 2024
(issuance) | | Remaining term | | | | | | | | | 0.97 years | | | 1.00 years | | Volatility | | | | | | | | | 88.0 | % | | 88.0 | % | Risk-free rate | | | | | | | | | 4.3 | % | | 4.3 | % | Drift term | | | | | | | | | 4.2 | % | | 4.2 | % | Conversion price for payments to be made through issuance of Company's common stock | | | | | | | | $ | 0.41 | | $ | 0.41 | | Payments to be made through issuance of shares of Company's common stock | | | | | | | | | 11.1 | % | | 11.1 | % | Payments to be made in cash | | | | | | | | | 88.9 | % | | 88.9 | % | Prepayment premium | | | | | | | | | 107.0 | % | | 107.0 | % |
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| November 2024 Consideration Adjustment Derivative Liabilities |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | | | | | | | December 31, 2024 | | November 13, 2024
(issuance) | | Remaining term | | | | | | | | | 0.29 years | | | 0.25 years | | Price per share of Company's common stock | | | | | | | | $ | 1.21 | | $ | 0.84 | | Volatility | | | | | | | | | 88.0 | % | | 77.0 | % | Risk-free rate | | | | | | | | | 4.4 | % | | 4.6 | % | Drift term | | | | | | | | | 4.3 | % | | 4.5 | % | Forecasted per share of Company's common stock - Reset Date | | | | | | | | $ | 1.10 | | $ | 0.79 | |
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| December 2024 Consideration Adjustment Derivative Liability |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | | | | | | | December 31, 2024 | | December 27, 2024
(issuance) | | Remaining term | | | | | | | | | 0.25 years | | | 0.25 years | | Price per share of Company's common stock | | | | | | | | $ | 1.21 | | $ | 1.20 | | Volatility | | | | | | | | | 88.0 | % | | 86.0 | % | Risk-free rate | | | | | | | | | 4.4 | % | | 4.3 | % | Drift term | | | | | | | | | 4.3 | % | | 3.2 | % | Forecasted per share of Company's common stock - Sale Dates | | | | | | | | $ | 1.08 - 1.10 | | $ | 1.08 - 1.10 | |
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