SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2026
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 16: SUBSEQUENT EVENTS The Company has evaluated subsequent events from June 30, 2026 through the date these interim financial statements were issued, in accordance with ASC 855, Subsequent Events. No events were identified that require adjustment to the accompanying financial statements. All subsequent events identified are non-recognized subsequent events. Acquisition of Blue Ribbon Ice Inc. On July 1, 2026, the Company completed the acquisition of a 60% controlling interest in Blue Ribbon Ice Inc. (“BRI”) pursuant to an Acquisition Agreement with BRI and its sole shareholder. As consideration for the acquisition, the Company issued 58,824 shares of its common stock, will pay $250,000 in cash and assumed certain outstanding indebtedness of BRI, subject to the terms of the Acquisition Agreement. Following the transaction, the Company controls BRI, while the seller retained a 40% noncontrolling ownership interest. The Acquisition Agreement also provides for contingent consideration based on BRI’s future financial performance through 2030 and includes contractual rights that may require the Company to purchase the BRI’s remaining ownership interest over specified future periods, subject to the terms of the agreement. The Company expects to account for the acquisition as a business combination under ASC 805, Business Combinations. The initial accounting for the business combination is incomplete as of the date these condensed consolidated financial statements were available to be issued because the Company has not yet completed the valuation of the assets acquired, the liabilities assumed, the non-controlling interest, and the resulting goodwill. Accordingly, the Company is unable to present the provisional amounts of consideration transferred and of the identifiable assets and liabilities recognized at the acquisition date. The amounts recognized are provisional and may be adjusted during the measurement period, which will not exceed one year from the acquisition date, as the Company obtains the information necessary to identify and measure the acquisition-date fair values of the assets acquired and liabilities assumed. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. Purchase Order Financing Advance On April 8, 2026, the Company’s wholly owned subsidiary, Keen Labs Operations, Inc., received an additional advance under the previously disclosed factoring and security agreement, as amended, with its lender. Pursuant to a supplier letter agreement among the lender, Keen Labs Operations, Inc. and a third-party vendor, the lender remitted approximately $134,000 directly to the vendor, representing the balance due on an approved purchase order, net of a deposit previously paid by Keen Labs Operations, Inc. and a warranty holdback payable upon delivery and acceptance of the goods. The advance is governed by the existing terms of the facility, with charges accruing at 1.625% per 15-day period from the date of advance until the related invoice is verified and funded. The obligation is secured by substantially all assets of the applicable obligors under the facility’s cross-collateralization and cross-default provisions and is guaranteed by the Company. In July 2026, Keen Labs Operations, Inc. received two additional advances under the same facility relating to separate approved purchase orders. The related invoices totaled approximately $956,000, against which the lender advanced approximately $813,000, with approximately $143,000 retained as holdbacks. On August 6, 2026, approximately $432,000 of the financed proceeds were released from escrow, including approximately $321,000 remitted to the applicable vendor and approximately $111,000 remitted to Keen Labs Operations, Inc. Charges on these advances accrue at 1.55% for the initial 30-day period, plus 0.55% for each 10-day period thereafter, from the date of advance until the related invoices are verified and funded. These advances are secured and guaranteed on the same basis as the facility’s existing terms described above. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. Senior Secured Notes On August 7, 2026, the Company entered into a non-binding term sheet with an institutional investor for up to $5,000,000 in net proceeds of senior secured notes, comprised of two $2,500,000 notes bearing 10% and 12.5% original issue discount, respectively, with cash interest at 10% and 12.5% per annum guaranteed for the first twelve months. The first note is secured by a first priority lien on the Company’s 160,000,000 shares of Blue Cloud Softech Solutions Ltd. and matures on the earlier of twelve months or 30 days after expiration of the related share lock-up. The second note automatically converts to preferred stock upon the Company’s up-listing to a national securities exchange, carrying a 10% dividend and convertible into common stock beginning six months thereafter at the up-listing price. The investor will also receive five-year warrants covering 50% of the combined principal, exercisable at the pre-closing volume-weighted average price. The transaction is subject to due diligence, definitive documentation, and other customary closing conditions, and there can be no assurance it will close on these terms or at all. Proceeds are expected to repay approximately $2,600,000 of institutional convertible notes, $650,000 of shareholder loans, and up to $550,000 of merchant cash advance and trade loan obligations, with the balance for working capital. In connection with the financing, substantially all other outstanding convertible notes are expected to convert automatically at the up-listing price upon an up-listing. This financing, if consummated, is intended to address a portion of the Company’s near-term liquidity requirements, including the repayment of higher-cost debt obligations described above, and is secured by an asset already reflected on the Company’s balance sheet rather than requiring a new capital contribution. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. Short-Term Bridge Loans On July 17, 2026 and July 21, 2026, the Company issued two short-term promissory notes (collectively, the “Bridge Notes”) to the same unaffiliated third-party lender under its existing bridge financing arrangement, in an aggregate principal amount of $260,000. The material terms of the individual Bridge Notes are summarized below. On July 17, 2026, the Company issued a short-term promissory note (the “First Bridge Note”) to the same unaffiliated third-party lender in the principal amount of $110,000. The First Bridge Note bears interest at a rate of 20% per annum, computed on a simple interest basis on a 360-day year, and matures 60 days from the date of disbursement, on or about September 15, 2026. In addition, the Company agreed to pay the lender a facilitation fee of $2,200 (representing 2% of the principal amount), which is fully earned on the date of disbursement and payable in full at maturity together with the principal and accrued interest. The First Bridge Note does not contain conversion or other equity-linked features. Upon an Event of Default, outstanding amounts bear interest at an accelerated default rate of 26% per annum, and a late payment charge equal to 2% of the then-outstanding balance becomes payable. The First Bridge Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. On July 21, 2026, the Company issued a short-term promissory note (the “Second Bridge Note”) to the same unaffiliated third-party lender in the principal amount of $150,000. The Second Bridge Note bears interest at a rate of 20% per annum, computed on a simple interest basis on a 360-day year, and matures 60 days from the date of disbursement, on or about September 19, 2026. In addition, the Company agreed to pay the lender a facilitation fee of $3,000 (representing 2% of the principal amount), which is fully earned on the date of disbursement and payable in full at maturity together with the principal and accrued interest. The Second Bridge Note does not contain conversion or other equity-linked features. Upon an Event of Default, outstanding amounts bear interest at an accelerated default rate of 26% per annum, and a late payment charge equal to 2% of the then-outstanding balance becomes payable. The Second Bridge Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. On August 4, 2026, the Company drew an additional tranche (the “Third Bridge Note”) of $100,000 under the Bridge Loan Agreement with the same unaffiliated third-party lender, evidenced by a tranche disbursement and receipt certificate designated Tranche T-8. The Company agreed to pay the lender a tranche fee of $10,000 (representing 10% of the principal amount), resulting in a total amount payable at maturity of $110,000. The Third Bridge Note matures 60 days from the date of disbursement, on or about October 4, 2026. Proceeds were applied to working capital and general corporate purposes in accordance with the terms of the Bridge Loan Agreement. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. Convertible Promissory Note Issuances On July 1, 2026, the Company closed one convertible note financing with an unaffiliated institutional accredited investors, with face principal of $150,000 and a purchase price of $135,000. The note is accompanied by the issuance 2,000 of commitment shares. Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The material terms of the individual transactions, which are substantially identical, are summarized below. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. On July 1, 2026, the Company issued a 12% convertible redeemable note (the “First July Note”) to an institutional accredited investor in the principal amount of $122,000, for a purchase price of $110,000, reflecting an original issue discount of $12,000. The investor withheld $5,000 from the purchase price to cover legal fees, resulting in net proceeds to the Company of approximately $105,000. The First July Note matures on July 1, 2027 and bears interest at a rate of 12% per annum, payable in shares of the Company’s common stock. Beginning on the six-month anniversary of issuance, the holder may convert outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock during the fifteen trading days preceding the applicable conversion date (55% while the Company’s shares are subject to a DTC “chill”), subject to a 4.99% beneficial ownership limitation, which may be increased up to 9.9% upon 60 days’ prior written notice by the holder. The note may be prepaid, subject to premiums ranging from 105% to 140% of principal and accrued interest depending on the timing of prepayment, and may not be prepaid after the 180th day following issuance. The Company has reserved 169,669 shares of its common stock for conversions under the note. The related Securities Purchase Agreement was executed on July 1, 2026, with closing occurring on the same date. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. On July 1, 2026, the Company issued a second 12% convertible redeemable note (the “Second July Note”) to a separate institutional accredited investor on substantially identical terms, in the principal amount of $122,000, for a purchase price of $110,000, reflecting an original issue discount of $12,000. The investor withheld $5,000 from the purchase price to cover legal fees, resulting in net proceeds to the Company of approximately $105,000. The Second July Note matures on July 1, 2027 and carries the same interest rate, conversion mechanics, prepayment premium schedule, and share reserve as the First July Note described above. The related Securities Purchase Agreement was executed on July 1, 2026, with closing occurring on the same date. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. On July 9, 2026, the Company entered into a Securities Purchase Agreement with an institutional accredited investor, pursuant to which the Company issued a 14% convertible redeemable note (the “July 9 Note”) in the principal amount of $90,000, for a purchase price of $82,000, reflecting an original issue discount of $8,000. The Company reimbursed the investor $2,000 for legal fees, resulting in net proceeds to the Company of approximately $80,000. The Company issued the investor 525 restricted shares of common stock as additional consideration for the purchase of the July 9 Note, deemed earned in full upon funding, and agreed to include the securities in its next scheduled periodic report filed with the SEC. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. The July 9 Note carries a one-time guaranteed interest charge of 14% per annum, equal to $13,000, which is added to the principal balance and payable at the maturity date of July 9, 2027, resulting in a total repayment obligation of $103,000. Principal is repayable in six scheduled installments of $17,000 each, commencing 180 days after issuance and continuing at thirty-day intervals thereafter, with any remaining balance due at maturity. Any amount not paid when due bears interest at the lesser of 24% per annum or the maximum amount permitted by applicable law. If the Company fails to maintain its eligibility with the Depository Trust Company, the principal balance increases by $15,000, and failure to timely deliver conversion shares triggers liquidated damages of $2,000 per day. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. Following an Event of Default, the holder may convert outstanding amounts into shares of the Company’s common stock at a fixed conversion price of $10.00 per share or, if the Event of Default remains uncured, at the holder’s election, 75% of the lowest trading price of the common stock during the 10 trading days preceding the applicable conversion notice, in each case subject to a 4.99% beneficial ownership limitation. The Company has reserved 53,700 shares of its common stock for conversions under the note. The related Securities Purchase Agreement contains a most-favored-nation provision in favor of the investor and a covenant restricting short sales of the Company’s common stock by the investor. The July 9 Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes. On July 18, 2026, the Company issued a convertible promissory note (the “July 18 Note”) to an institutional accredited investor in the principal amount of $150,000, for a purchase price of $135,000, reflecting an original issue discount of $15,000. The July 18 Note carries a one-time interest charge of 12% applied to the principal amount on the issuance date, equal to $18,000, which is guaranteed and fully earned as of the issuance date, resulting in a total repayment obligation of $168,000 due at maturity on July 18, 2027. The note may not be prepaid except upon three trading days’ prior written notice, in which case the Company must pay 100% of outstanding principal and accrued interest plus a $750 administrative fee. Any amount not paid when due bears interest at the lesser of 22% per annum or the maximum amount permitted by applicable law. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. Repayment is structured through eight scheduled amortization payments: six installments of $24,000 commencing 140 days after the closing date and continuing at 30-day intervals thereafter, a seventh installment of $23,000, and a final payment of the remaining outstanding balance due at maturity. The holder may convert outstanding principal and interest into shares of the Company’s common stock at any time on or after the earlier of an Event of Default or a missed amortization payment, at a conversion price equal to 65% of the lowest traded price of the common stock during the fifteen trading days preceding the applicable conversion date, subject to a 4.99% beneficial ownership limitation and a $1,750 holder fee deducted from each conversion amount. The Company has agreed to reserve the greater of 1,000,000 shares or three times the number of shares issuable upon full conversion of the note. The note includes a most-favored-nation provision covering future financings and a full-ratchet anti-dilution adjustment to the conversion price in the event the Company issues securities at an effective price lower than the then-applicable conversion price. The July 18 Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, is governed by Delaware law, and is subject to binding arbitration of disputes. Proceeds were applied to working capital and general corporate purposes. On August 17, 2026, the Company issued an unsecured convertible promissory note to an institutional accredited investor in the principal amount of $250,000, for a purchase price of $225,000, reflecting an original issue discount of $25,000. After $11,000 of legal and due diligence costs withheld by the investor, net proceeds to the Company were approximately $214,000. The note bears interest at 10% per annum, with the first twelve months of interest, equal to $25,000, guaranteed and earned upon issuance, and matures on August 17, 2027. Repayment is structured through six monthly amortization payments of approximately $39,000 commencing 180 days after closing, with the remaining balance due at maturity. Following an Event of Default or missed amortization payment, the holder may convert outstanding amounts into shares of the Company’s common stock at 75% of the lowest traded price during the fifteen trading days preceding conversion, subject to a 4.99% beneficial ownership limitation. The note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D. Proceeds are to be used for business development and general working capital. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. Private Placement of Common Stock On August 4, 2026, the Company entered into subscription agreements with three unaffiliated accredited investors for the sale of an aggregate of 122,500 shares of common stock at a purchase price of $4.00 per share, for aggregate gross proceeds of $490,000. The shares were sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded. Merchant Cash Advance Agreement On July 9, 2026, the Company’s wholly owned subsidiaries, ConnectM Babione LLC and Bourque Heating & Cooling Co., Inc., entered into a Future Receivables Sale and Purchase Agreement (the “MCA Agreement”) with an unaffiliated third-party purchaser, pursuant to which the subsidiaries sold $142,000 of future receivables for a purchase price of $100,000. After deduction of $5,000 in underwriting and related fees and a $6,000 fee payable to a third-party broker, net funds of $95,000 were provided to the subsidiaries. The specified percentage of daily receipts to be remitted to the purchaser is 16.39%, with an initial estimated daily remittance of $946.67 (or, at the subsidiaries’ election so long as the agreement remains in good standing, a weekly remittance of $4,733.33), and an estimated collection term of 150 days, subject to reconciliation based on actual receipts. As structured, the transaction is a sale of future receivables rather than a loan and does not bear a stated interest rate; the agreement discloses an estimated annual percentage rate of approximately 79% based on the assumed collection period. An officer of the Company provided a personal guaranty of the subsidiaries’ performance obligations under the MCA Agreement. The agreement contains customary covenants restricting the subsidiaries from incurring additional receivables-based financing (“stacking”) without the purchaser’s prior written consent. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2026

NOTE 16: SUBSEQUENT EVENTS

The Company has evaluated subsequent events from June 30, 2026 through the date these interim financial statements were issued, in accordance with ASC 855, Subsequent Events. No events were identified that require adjustment to the accompanying financial statements. All subsequent events identified are non-recognized subsequent events.

Acquisition of Blue Ribbon Ice Inc.

On July 1, 2026, the Company completed the acquisition of a 60% controlling interest in Blue Ribbon Ice Inc. (“BRI”) pursuant to an Acquisition Agreement with BRI and its sole shareholder. As consideration for the acquisition, the Company issued 58,824 shares of its common stock, will pay $250,000 in cash and assumed certain outstanding indebtedness of BRI, subject to the terms of the Acquisition Agreement. Following the transaction, the Company controls BRI, while the seller retained a 40% noncontrolling ownership interest.

The Acquisition Agreement also provides for contingent consideration based on BRI’s future financial performance through 2030 and includes contractual rights that may require the Company to purchase the BRI’s remaining ownership interest over specified future periods, subject to the terms of the agreement.

The Company expects to account for the acquisition as a business combination under ASC 805, Business Combinations. The initial accounting for the business combination is incomplete as of the date these condensed consolidated financial statements were available to be issued because the Company has not yet completed the valuation of the assets acquired, the liabilities assumed, the non-controlling interest, and the resulting goodwill. Accordingly, the Company is unable to present the provisional amounts of consideration transferred and of the identifiable assets and liabilities recognized at the acquisition date. The amounts recognized are provisional and may be adjusted during the measurement period, which will not exceed one year from the acquisition date, as the Company obtains the information necessary to identify and measure the acquisition-date fair values of the assets acquired and liabilities assumed. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

Purchase Order Financing Advance

On April 8, 2026, the Company’s wholly owned subsidiary, Keen Labs Operations, Inc., received an additional advance under the previously disclosed factoring and security agreement, as amended, with its lender. Pursuant to a supplier letter agreement among the lender, Keen Labs Operations, Inc. and a third-party vendor, the lender remitted approximately $134,000 directly to the vendor, representing the balance due on an approved purchase order, net of a deposit previously paid by Keen Labs Operations, Inc. and a warranty holdback payable upon delivery and acceptance of the goods. The advance is governed by the existing terms of the facility, with charges accruing at 1.625% per 15-day period from the date of advance until the related invoice is verified and funded. The obligation is secured by substantially all assets of the applicable obligors under the facility’s cross-collateralization and cross-default provisions and is guaranteed by the Company.

In July 2026, Keen Labs Operations, Inc. received two additional advances under the same facility relating to separate approved purchase orders. The related invoices totaled approximately $956,000, against which the lender advanced approximately $813,000, with approximately $143,000 retained as holdbacks. On August 6, 2026, approximately $432,000 of the financed proceeds were released from escrow, including approximately $321,000 remitted to the applicable vendor and approximately $111,000 remitted to Keen Labs Operations, Inc. Charges on these advances accrue at 1.55% for the initial 30-day period, plus 0.55% for each 10-day period thereafter, from the date of advance until the related invoices are verified and funded. These advances are secured and guaranteed on the same basis as the facility’s existing terms described above. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

Senior Secured Notes

On August 7, 2026, the Company entered into a non-binding term sheet with an institutional investor for up to $5,000,000 in net proceeds of senior secured notes, comprised of two $2,500,000 notes bearing 10% and 12.5% original issue discount, respectively, with cash interest at 10% and 12.5% per annum guaranteed for the first twelve months. The first note is secured by a first priority lien on the Company’s 160,000,000 shares of Blue Cloud Softech Solutions Ltd. and matures on the earlier of twelve months or 30 days after expiration of the related share lock-up. The second note automatically converts to preferred stock upon the Company’s up-listing to a national securities exchange, carrying a 10% dividend and convertible into common stock beginning six months thereafter at the up-listing price. The investor will also receive five-year warrants covering 50% of the combined principal, exercisable at the pre-closing volume-weighted average price. The transaction is subject to due diligence, definitive documentation, and other customary closing conditions, and there can be no assurance it will close on these terms or at all.

Proceeds are expected to repay approximately $2,600,000 of institutional convertible notes, $650,000 of shareholder loans, and up to $550,000 of merchant cash advance and trade loan obligations, with the balance for working capital. In connection with the financing, substantially all other outstanding convertible notes are expected to convert automatically at the up-listing price upon an up-listing.

This financing, if consummated, is intended to address a portion of the Company’s near-term liquidity requirements, including the repayment of higher-cost debt obligations described above, and is secured by an asset already reflected on the Company’s balance sheet rather than requiring a new capital contribution. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

Short-Term Bridge Loans

On July 17, 2026 and July 21, 2026, the Company issued two short-term promissory notes (collectively, the “Bridge Notes”) to the same unaffiliated third-party lender under its existing bridge financing arrangement, in an aggregate principal amount of $260,000. The material terms of the individual Bridge Notes are summarized below.

On July 17, 2026, the Company issued a short-term promissory note (the “First Bridge Note”) to the same unaffiliated third-party lender in the principal amount of $110,000. The First Bridge Note bears interest at a rate of 20% per annum, computed on a simple interest basis on a 360-day year, and matures 60 days from the date of disbursement, on or about September 15, 2026. In addition, the Company agreed to pay the lender a facilitation fee of $2,200 (representing 2% of the principal amount), which is fully earned on the date of disbursement and payable in full at maturity together with the principal and accrued interest. The First Bridge Note does not contain conversion or other equity-linked features. Upon an Event of Default, outstanding amounts bear interest at an accelerated default rate of 26% per annum, and a late payment charge equal to 2% of the then-outstanding balance becomes payable. The First Bridge Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

On July 21, 2026, the Company issued a short-term promissory note (the “Second Bridge Note”) to the same unaffiliated third-party lender in the principal amount of $150,000. The Second Bridge Note bears interest at a rate of 20% per annum, computed on a simple interest basis on a 360-day year, and matures 60 days from the date of disbursement, on or about September 19, 2026. In addition, the Company agreed to pay the lender a facilitation fee of $3,000 (representing 2% of the principal amount), which is fully earned on the date of disbursement and payable in full at maturity together with the principal and accrued interest. The Second Bridge Note does not contain conversion or other equity-linked features. Upon an Event of Default, outstanding amounts bear interest at an accelerated default rate of 26% per annum, and a late payment charge equal to 2% of the then-outstanding balance becomes payable. The Second Bridge Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

On August 4, 2026, the Company drew an additional tranche (the “Third Bridge Note”) of $100,000 under the Bridge Loan Agreement with the same unaffiliated third-party lender, evidenced by a tranche disbursement and receipt certificate designated Tranche T-8. The Company agreed to pay the lender a tranche fee of $10,000 (representing 10% of the principal amount), resulting in a total amount payable at maturity of $110,000. The Third Bridge Note matures 60 days from the date of disbursement, on or about October 4, 2026. Proceeds were applied to working capital and general corporate purposes in accordance with the terms of the Bridge Loan Agreement. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

Convertible Promissory Note Issuances

On July 1, 2026, the Company closed one convertible note financing with an unaffiliated institutional accredited investors, with face principal of $150,000 and a purchase price of $135,000. The note is accompanied by the issuance 2,000 of commitment shares. Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The material terms of the individual transactions, which are substantially identical, are summarized below. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

On July 1, 2026, the Company issued a 12% convertible redeemable note (the “First July Note”) to an institutional accredited investor in the principal amount of $122,000, for a purchase price of $110,000, reflecting an original issue discount of $12,000. The investor withheld $5,000 from the purchase price to cover legal fees, resulting in net proceeds to the Company of approximately $105,000. The First July Note matures on July 1, 2027 and bears interest at a rate of 12% per annum, payable in shares of the Company’s common stock. Beginning on the six-month anniversary of issuance, the holder may convert outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock during the fifteen trading days preceding the applicable conversion date (55% while the Company’s shares are subject to a DTC “chill”), subject to a 4.99% beneficial ownership limitation, which may be increased up to 9.9% upon 60 days’ prior written notice by the holder. The note may be prepaid, subject to premiums ranging from 105% to 140% of principal and accrued interest depending on the timing of prepayment, and may not be prepaid after the 180th day following issuance. The Company has reserved 169,669 shares of its common stock for conversions under the note. The related Securities Purchase Agreement was executed on July 1, 2026, with closing occurring on the same date. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

On July 1, 2026, the Company issued a second 12% convertible redeemable note (the “Second July Note”) to a separate institutional accredited investor on substantially identical terms, in the principal amount of $122,000, for a purchase price of $110,000, reflecting an original issue discount of $12,000. The investor withheld $5,000 from the purchase price to cover legal fees, resulting in net proceeds to the Company of approximately $105,000. The Second July Note matures on July 1, 2027 and carries the same interest rate, conversion mechanics, prepayment premium schedule, and share reserve as the First July Note described above. The related Securities Purchase Agreement was executed on July 1, 2026, with closing occurring on the same date. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

On July 9, 2026, the Company entered into a Securities Purchase Agreement with an institutional accredited investor, pursuant to which the Company issued a 14% convertible redeemable note (the “July 9 Note”) in the principal amount of $90,000, for a purchase price of $82,000, reflecting an original issue discount of $8,000. The Company reimbursed the investor $2,000 for legal fees, resulting in net proceeds to the Company of approximately $80,000. The Company issued the investor 525 restricted shares of common stock as additional consideration for the purchase of the July 9 Note, deemed earned in full upon funding, and agreed to include the securities in its next scheduled periodic report filed with the SEC. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

The July 9 Note carries a one-time guaranteed interest charge of 14% per annum, equal to $13,000, which is added to the principal balance and payable at the maturity date of July 9, 2027, resulting in a total repayment obligation of $103,000. Principal is repayable in six scheduled installments of $17,000 each, commencing 180 days after issuance and continuing at thirty-day intervals thereafter, with any remaining balance due at maturity. Any amount not paid when due bears interest at the lesser of 24% per annum or the maximum amount permitted by applicable law. If the Company fails to maintain its eligibility with the Depository Trust Company, the principal balance increases by $15,000, and failure to timely deliver conversion shares triggers liquidated damages of $2,000 per day. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

Following an Event of Default, the holder may convert outstanding amounts into shares of the Company’s common stock at a fixed conversion price of $10.00 per share or, if the Event of Default remains uncured, at the holder’s election, 75% of the lowest trading price of the common stock during the 10 trading days preceding the applicable conversion notice, in each case subject to a 4.99% beneficial ownership limitation. The Company has reserved 53,700 shares of its common stock for conversions under the note. The related Securities Purchase Agreement contains a most-favored-nation provision in favor of the investor and a covenant restricting short sales of the Company’s common stock by the investor. The July 9 Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Proceeds were applied to working capital and general corporate purposes.

On July 18, 2026, the Company issued a convertible promissory note (the “July 18 Note”) to an institutional accredited investor in the principal amount of $150,000, for a purchase price of $135,000, reflecting an original issue discount of $15,000. The July 18 Note carries a one-time interest charge of 12% applied to the principal amount on the issuance date, equal to $18,000, which is guaranteed and fully earned as of the issuance date, resulting in a total repayment obligation of $168,000 due at maturity on July 18, 2027. The note may not be prepaid except upon three trading days’ prior written notice, in which case the Company must pay 100% of outstanding principal and accrued interest plus a $750 administrative fee. Any amount not paid when due bears interest at the lesser of 22% per annum or the maximum amount permitted by applicable law. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

Repayment is structured through eight scheduled amortization payments: six installments of $24,000 commencing 140 days after the closing date and continuing at 30-day intervals thereafter, a seventh installment of $23,000, and a final payment of the remaining outstanding balance due at maturity. The holder may convert outstanding principal and interest into shares of the Company’s common stock at any time on or after the earlier of an Event of Default or a missed amortization payment, at a conversion price equal to 65% of the lowest traded price of the common stock during the fifteen trading days preceding the applicable conversion date, subject to a 4.99% beneficial ownership limitation and a $1,750 holder fee deducted from each conversion amount. The Company has agreed to reserve the greater of 1,000,000 shares or three times the number of shares issuable upon full conversion of the note. The note includes a most-favored-nation provision covering future financings and a full-ratchet anti-dilution adjustment to the conversion price in the event the Company issues securities at an effective price lower than the then-applicable conversion price. The July 18 Note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, is governed by Delaware law, and is subject to binding arbitration of disputes. Proceeds were applied to working capital and general corporate purposes.

On August 17, 2026, the Company issued an unsecured convertible promissory note to an institutional accredited investor in the principal amount of $250,000, for a purchase price of $225,000, reflecting an original issue discount of $25,000. After $11,000 of legal and due diligence costs withheld by the investor, net proceeds to the Company were approximately $214,000. The note bears interest at 10% per annum, with the first twelve months of interest, equal to $25,000, guaranteed and earned upon issuance, and matures on August 17, 2027. Repayment is structured through six monthly amortization payments of approximately $39,000 commencing 180 days after closing, with the remaining balance due at maturity. Following an Event of Default or missed amortization payment, the holder may convert outstanding amounts into shares of the Company’s common stock at 75% of the lowest traded price during the fifteen trading days preceding conversion, subject to a 4.99% beneficial ownership limitation. The note was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D. Proceeds are to be used for business development and general working capital. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

Private Placement of Common Stock

On August 4, 2026, the Company entered into subscription agreements with three unaffiliated accredited investors for the sale of an aggregate of 122,500 shares of common stock at a purchase price of $4.00 per share, for aggregate gross proceeds of $490,000. The shares were sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.

Merchant Cash Advance Agreement

On July 9, 2026, the Company’s wholly owned subsidiaries, ConnectM Babione LLC and Bourque Heating & Cooling Co., Inc., entered into a Future Receivables Sale and Purchase Agreement (the “MCA Agreement”) with an unaffiliated third-party purchaser, pursuant to which the subsidiaries sold $142,000 of future receivables for a purchase price of $100,000. After deduction of $5,000 in underwriting and related fees and a $6,000 fee payable to a third-party broker, net funds of $95,000 were provided to the subsidiaries. The specified percentage of daily receipts to be remitted to the purchaser is 16.39%, with an initial estimated daily remittance of $946.67 (or, at the subsidiaries’ election so long as the agreement remains in good standing, a weekly remittance of $4,733.33), and an estimated collection term of 150 days, subject to reconciliation based on actual receipts. As structured, the transaction is a sale of future receivables rather than a loan and does not bear a stated interest rate; the agreement discloses an estimated annual percentage rate of approximately 79% based on the assumed collection period. An officer of the Company provided a personal guaranty of the subsidiaries’ performance obligations under the MCA Agreement. The agreement contains customary covenants restricting the subsidiaries from incurring additional receivables-based financing (“stacking”) without the purchaser’s prior written consent. Proceeds were applied to working capital and general corporate purposes. Management is currently evaluating the accounting implications of this subsequent event, including the appropriate recognition, measurement, classification and disclosure, as applicable, and the accounting assessment has not yet been concluded.