Form 8-K
8-K — ConnectM Technology Solutions, Inc.
Accession: 0001104659-26-055315
Filed: 2026-05-05
Period: 2026-05-04
CIK: 0001895249
SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)
Item: Entry into a Material Definitive Agreement
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2613544d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2613544d1_ex10-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2613544d1_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2613544d1_ex99-2.htm)
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GRAPHIC (tm2613544d1_ex99-2img002.jpg)
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8-K (Primary)
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2026-05-04
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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): May 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
1.01. Entry into a Material Definitive Agreement.
On April 6, 2026, ConnectM
Technology Solutions, Inc. (the “Company”) entered into a 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”). Pursuant to the terms of the Blue Cloud Agreement, Blue Cloud agreed to acquire Global Impx Inc. (“GIX”),
which is 94.1% owned by the Company and 5.9% owned by AstraBridge (the “Divestiture”). GIX holds ConnectM India and its subsidiaries,
including Geo Impex and its strategic land asset.
Pursuant to the terms
of the Blue Cloud Agreement, the Company and AstraBridge agreed to transfer all of their GIX shares to Blue Cloud in exchange for 170
million equity shares of Blue Cloud, 160 million of which will be issued to the Company, and 10 million of which will be issued to AstraBridge.
Such Blue Cloud shares will be subject to a six-month lockup. Following the closing of the Divestiture, assuming no change in Blue Cloud’s
outstanding shares, it is expected that the Company will own approximately 17.33% of Blue Cloud’s outstanding shares.
The closing of the Divestiture
is expected to occur within 180 days of May 4, 2026.
The Blue Cloud Agreement
contains customary representations, warranties and covenants. Closing is conditioned upon approval by Blue Cloud’s board of directors
(which was received previously) and stockholders, approval from the BSE Limited, and completion of all required documentation. Blue Cloud’s
stockholders approved the transaction on May 4, 2026. As a result, the Blue Cloud Agreement is deemed to be a material definitive agreement
with respect to the Company as of May 4, 2026.
The foregoing description
of the Blue Cloud Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Blue
Cloud Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation
FD Disclosure.
On
May 5, 2026, the Company issued a press release relating to the Blue Cloud Agreement and the planned Divestiture and first posted a related
presentation. Copies of the press release and presentation are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report
on Form 8-K.
The
information included in this Item 7.01, including Exhibits 99.1 and 99.2, 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
10.1
Share Swap Agreement, dated as of April 6, 2026, by and among the registrant, Blue Cloud Softech Solutions Limited and AstraBridge Inc.
99.1
Press release of the registrant issued on May 5, 2026.
99.2
Presentation of the registrant first posted on May 5, 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: May 5, 2026
By:
/s/
Bhaskar Panigrahi
Name:
Bhaskar
Panigrahi
Title:
Chief
Executive Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2613544d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
SHARE SWAP AGREEMENT
This Share Swap Agreement ("Agreement")
is executed on this 6th day of April, 2026 ("Effective Date").
BETWEEN
Blue Cloud Softech Solutions Limited,
a company incorporated on 28th August, 1991 under the Companies Act, 1956 (CIN: L72200TG1991PLC013135) and having its registered office
at Plot No. 38, 5th Floor, Software Units Layout, Hitech City, Madhapur, Hyderabad, Shaikpet, Telangana, India – 500081
(hereinafter referred to as the "Acquirer");
AND
The shareholders of Global Impx Inc, a
company incorporated on 23rd May, 2025 under the laws of the State of Delaware, United States of America, having its registered office
at 131 Continental Drive, Suite 305, in the City of Newark, County of New Castle, Zip Code 19713 (hereinafter referred to as "GIX"),
namely:
· ConnectM
Technology Solutions, Inc
· AstraBridge
Inc
(ConnectM Technology Solutions, Inc and
AstraBridge Inc are collectively referred to as the "Transferors", and together with the Acquirer, the "Parties").
RECITALS
A. GIX is a company incorporated under the laws
of the State of Delaware, USA, and is engaged in the business of global trade and impex services.
B. The Transferors are the legal and beneficial
owners of the entire issued and paid-up equity share capital of GIX, comprising 21,25,00,000 (Twenty-One Crore Twenty-Five Lakhs) equity
shares ("GIX Exchange Shares").
C. The Acquirer is a listed public company incorporated
under the Companies Act, 1956, listed on BSE Limited.
D. The Parties have agreed to effect a share
swap transaction whereby the Transferors shall transfer the GIX Exchange Shares to the Acquirer, and in consideration thereof, the Acquirer
shall issue and allot equity shares of the Acquirer to the Transferors on a preferential basis, subject to the terms and conditions of
this Agreement and applicable law.
Page 1 of 6
NOW, THEREFORE
In consideration of the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
1. SHARE SWAP TRANSACTION
1.1 Transfer of GIX Exchange Shares. Subject
to the terms and conditions of this Agreement, each Transferor agrees to sell, assign, transfer, and deliver to the Acquirer, free and
clear of all encumbrances, their respective portion of the GIX Exchange Shares, as set out below:
· ConnectM
Technology Solutions, Inc: 20,00,00,000 equity shares of GIX
· AstraBridge
Inc: 1,25,00,000 equity shares of GIX
· Total
GIX Exchange Shares: 21,25,00,000 (Twenty-One Crore Twenty-Five Lakhs) equity shares
1.2 Consideration – Preferential Allotment
by Acquirer. In consideration of the transfer of the GIX Exchange Shares by the Transferors, the Acquirer shall, subject to requisite
regulatory and shareholder approvals, issue and allot 17,00,00,000 (Seventeen Crore) equity shares of the Acquirer on a preferential
basis ("BCSSL Consideration Shares") to the Transferors as follows:
· ConnectM
Technology Solutions, Inc – 16,00,00,000 (Sixteen Crore) equity shares of the
Acquirer
· AstraBridge
Inc – 1,00,00,000 (One Crore) equity shares of the Acquirer
The preferential issue is made to the Transferors
in their capacity as public shareholders of the Acquirer, in accordance with the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 ("SEBI ICDR Regulations").
1.3 Floor Price and Relevant Date. The Relevant
Date for the purpose of the preferential issue, as defined under the SEBI ICDR Regulations, is April 02, 2026. The floor price per
equity share of the Acquirer, as determined by the Registered Valuer's report dated April 06, 2026 (Mr. A.N. Gawade, IBBI/RV/05/2019/10746),
is ₹21.93/- per share, being the higher of the 90-day and 10-day volume weighted average prices preceding the Relevant Date.
1.4 Effect of Share Swap. Upon completion of
the share swap transaction contemplated herein:
· (a)
GIX shall become a wholly owned subsidiary of the Acquirer.
· (b)
The subsidiaries and step-down subsidiaries of GIX i.e., ConnectM Technology Solutions Private
Limited, Geo Impex & Logistics Private Limited, Cambridge Energy Resources Private
Limited, CER Microgrids Private Limited and CER Rooftop Private Limited will become the step-down
subsidiaries of BCSSL.
· (c)
The Transferors shall hold the BCSSL Consideration Shares subject to the lock-in requirements
prescribed under Clause 2 of this Agreement.
Page 2 of 6
2. BCSSL CONSIDERATION SHARES
2.1 Ranking. The BCSSL Consideration Shares issued
pursuant to this Agreement shall rank pari passu with the existing equity shares of the Acquirer in all respects, including rights to
dividend, voting, and distribution of assets upon winding up.
2.2 Lock-in. The BCSSL Consideration Shares shall
be subject to a lock-in period of six (6) months from the date of trading approval, in accordance with Regulation 167 of the SEBI
ICDR Regulations, and such other applicable provisions as may be in force at the time of allotment. The Transferors shall not sell, transfer,
pledge, or otherwise encumber the BCSSL Consideration Shares during the applicable lock-in period.
2.3 Post-Issue Shareholding. The post-issue shareholding
of the Transferors in the Acquirer is set out in Schedule A appended hereto.
3. CONDITIONS PRECEDENT
The obligations of the Parties under this Agreement
are conditional upon:
· (a)
Approval of the Board of Directors and shareholders of the Acquirer for the preferential
allotment of the BCSSL Consideration Shares, as required under the Companies Act, 2013 and
the SEBI ICDR Regulations;
· (b)
In-principle approval from BSE Limited for the issuance of the BCSSL Consideration Shares;
· (c)
Execution and delivery of all transfer instruments, board resolutions, and documents required
to complete the transfer of GIX Exchange Shares to the Acquirer.
Further, since the transaction falls under the
100% automatic route, no approval is required from the Reserve Bank of India under the Foreign Exchange Management Act, 1999 regulations
for undertaking this transaction.
4. CLOSING
4.1 Closing Date. Closing shall occur within
such time as may be agreed between the Parties and as permitted under applicable law and regulatory requirements, following satisfaction
or waiver of all Conditions Precedent set out in Clause 3.
4.2 Closing Obligations of the Transferors. At
Closing, each Transferor shall deliver to the Acquirer:
· (a)
Duly executed stock transfer forms or equivalent instruments of transfer for the GIX Exchange
Shares;
· (b)
Original share certificates (if any) representing the GIX Exchange Shares; and
· (c)
Such other documents as the Acquirer may reasonably require to give effect to the transfer.
Page 3 of 6
4.3 Closing Obligations of the Acquirer. At Closing,
the Acquirer shall:
· (a)
Issue and allot the BCSSL Consideration Shares to the respective Transferors in the proportions
set out in Clause 1.2;
· (b)
File necessary returns and intimations with BSE Limited and the Registrar of Companies; and
· (c)
Ensure that the BCSSL Consideration Shares are credited to the demat accounts of the respective
Transferors within the timelines prescribed under applicable law.
5. NO SPECIAL RIGHTS
Nothing contained in this Agreement shall be
construed as granting any special management, control, veto, nomination, or affirmative rights to any Transferor, beyond those available
to any public shareholder of the Acquirer under applicable law. The Transferors shall have no right to appoint any director or nominee
to the Board of Directors of the Acquirer by virtue of this Agreement.
6. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other
Parties as on the Effective Date that:
· (a)
it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction
of incorporation;
· (b)
it has the requisite power and authority to enter into, execute, and perform its obligations
under this Agreement;
· (c)
the execution, delivery, and performance of this Agreement does not violate any applicable
law, regulation, or order binding upon it;
· (d)
this Agreement constitutes a legal, valid, and binding obligation of the Party, enforceable
in accordance with its terms; and
· (e)
in the case of the Transferors, each Transferor is the legal and beneficial owner of the
GIX Exchange Shares being transferred by it, which are free and clear of all encumbrances,
liens, and third-party claims.
7. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed
in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive
jurisdiction of the courts at Hyderabad, Telangana.
8. MISCELLANEOUS
8.1 Entire Agreement. This Agreement,
together with its Schedule, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes
all prior negotiations, representations, warranties, and understandings.
8.2 Amendments. No amendment or modification
of this Agreement shall be valid unless made in writing and duly executed by all Parties.
Page 4 of 6
8.3 Severability. If any provision of
this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
8.4 Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF
the Parties have executed this Share Swap Agreement
on the date first written above.
For Blue Cloud Softech Solutions Limited (Acquirer)
/s/ Vinod Babu Bollikonda
Authorized Signatory
Name: Vinod Babu Bollikonda
Designation: Managing Director
DIN: 02015043
Global Impx Inc
/s/ Mahesh Choudhury
Authorised Signatory
Name: Mahesh Choudhury
Designation: President
For ConnectM Technology Solutions, Inc
/s/ Bhaskar C. Panigrahi
Authorised Signatory
Name: Bhaskar C Panigrahi
Designation: Chairman
For AstraBridge Inc
/s/ Suneetha Reddy
Authorized Signatory
Name: Suneetha Reddy
Designation: President
Page 5 of 6
SCHEDULE A
POST-ISSUE SHAREHOLDING IN BLUE CLOUD SOFTECH
SOLUTIONS LTD
(Pursuant to Clause 2.3 of the Share Swap Agreement
dated April 06, 2026)
Pre-Issue
Shareholding
Post-Issue
Shareholding
Lock-in
Period
Proposed Allottee
Category
No. of Shares
%
No. of
Shares
%*
ConnectM Technology Solutions, Inc.
Public
Nil
—
16,00,00,000
17.33 %
6 months
AstraBridge Inc
Public
Nil
—
1,00,00,000
1.08 %
6 months
Total
Nil
—
17,00,00,000
18.41 %
* Percentages are calculated on total post-issue
paid-up equity share capital of 92,30,81,600 equity shares of ₹1/- each, comprising 75,30,81,600 existing shares and 17,00,00,000
shares issued pursuant to this share swap.
† Lock-in period of 6 (six) months from
the date of trading approval as per Regulation 167 of the SEBI (ICDR) Regulations, 2018.
‡ The Relevant Date for the preferential
issue is April 02, 2026. The floor price per share is ₹21.93/- as determined by the Registered Valuer's report dated April 06,
2026 (Mr. A.N. Gawade, IBBI/RV/05/2019/10746).
Page 6 of 6
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2613544d1_ex99-1.htm · Sequence: 3
Exhibit 99.1
ConnectM Announces
Agreement to Divest India Business and Logistics Land Infrastructure Asset in $34.2 Million Blue Cloud Share Transaction
Transaction expected to convert India operating
assets representing 5.8% of its annual revenue into 160 million Blue Cloud shares and an approximately 17.3% post-issue equity position
Strategic divestiture highlights embedded asset
value, simplifies ConnectM’s operating structure, and supports management focus on U.S. energy technology, AI infrastructure, distributed
energy, and capital markets execution
MARLBOROUGH, Mass., May 5, 2026 (GLOBE NEWSWIRE) -- ConnectM Technology
Solutions, Inc. (OTC: CNTMD) (“ConnectM” or the “Company”), a company comprised of technology-driven businesses
powering the modern energy economy, today announced that it has entered into a definitive agreement to divest its 94.1%-owned subsidiary
Global Impx Inc. (“GIX”), which holds ConnectM India and its subsidiaries, including Geo Impex and its strategic land asset,
in a sale to Blue Cloud Softech Solutions Ltd. (“Blue Cloud”) (BSE: 539607) in exchange for 170 million shares of Blue Cloud,
implying a transaction value of approximately $34.2 million based on the announced share-swap terms ;
of these, ConnectM will receive 160 million shares.
The transaction is designed to unlock value from ConnectM’s India-based
operating platform and associated land asset while preserving continued economic exposure to India through ownership in a publicly listed
technology and infrastructure company.
Transaction Highlights
· Blue
Cloud is purchasing GIX for 170 million shares of Blue Cloud currently valued at approximately $34.2 million (INR 3,260.1 million)
· $32.2
million (representing ConnectM’s portion of the implied total transaction value of $34.2 million) exceeds ConnectM’s market
capitalization of $31.9 million as of May 4, 2026
· Assuming
no change in Blue Cloud’s outstanding shares, the 160 million Blue Cloud shares expected to be issued to ConnectM will represent
approximately 17.3% of Blue Cloud’s post-issue equity share capital
· ConnectM
India contributed approximately $2.0 million of annual revenue in fiscal 2025 or 5.8% of ConnectM’s $35.8 million total annual
revenue for fiscal 2025
· Transaction
includes Geo Impex, a subsidiary of Global Impx Inc, which owns a strategic infrastructure land asset previously acquired as part of
the Geo Impex transaction
· ConnectM
expects the transaction to simplify its international operating structure and sharpen its focus on energy storage technology, AI-enabled
logistics, AI-enabled distributed energy, and government and defense oriented products and services
“This transaction is intended to crystallize significant value
from our India platform and reposition that value into a publicly listed equity interest,” said Bhaskar Panigrahi, Chairman and
Chief Executive Officer of ConnectM. “We believe the approximately $34.2 million implied transaction value demonstrates the embedded
value of ConnectM India and the Geo Impex land asset. The divestiture will also simplify our structure, strengthen our balance-sheet positioning,
and allow management to concentrate on higher-priority U.S. growth opportunities across AI-powered energy systems, distributed energy,
electrification, storage, and industrial technology.”
Blue Cloud’s board and stockholders have approved the acquisition,
but the transaction remains subject to certain regulatory, stock exchange, and other customary approvals, including compliance with applicable
Indian securities laws and regulations.
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
Visit us on social media
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2613544d1_ex99-2.htm · Sequence: 4
Exhibit 99.2
Blue Cloud Softech Solutions Ltd. OTC: CNTMD BSE: 539607 ConnectM Agrees to Sell India Business in Transaction Currently Valued at $34.2M ConnectM to divest its 94.11% interest in Global Impx Inc., which holds ConnectM India and Geo Impex, in exchange for shares of Blue Cloud Softech Solutions Ltd., converting a 5.8% revenue segment into a strategic public - company equity position with continued exposure to India market upside. What ConnectM Is Divesting • Global Impx Inc. (94.1% owned), which holds ConnectM India operating business (technology, IoT, EV telematics) • Geo Impex land asset — ~196.7 acres at Chhatrapur, Odisha • FY 2025 revenue contribution: ~$2.0M (5.8% of $35.8M total) • Related India subsidiaries: Cambridge Energy Resources, CER Microgrids, CER Rooftop What ConnectM Receives • 160 million Blue Cloud equity shares (of 170 million total to be issued in the transaction), subject to six - month trading post - closing lock - up • Assuming no change in Blue Cloud’s outstanding shares, ConnectM’s pro forma post - issue ownership stake in Blue Cloud is expected to be ~17.3% • Public - market equity exposure to India energy & digital infrastructure Why It Matters • $32.2 million (representing ConnectM’s portion of the implied total transaction value of $34.2 million) exceeds ConnectM’s market capitalization of $31.9 million as of May 4, 2026 • Simplifies international operating structure; sharpens U.S. market focus on energy tech, AI infrastructure, and electrification • Preserves India upside through listed equity rather than direct operating complexity 160 Million Blue Cloud equity shares to be received by ConnectM ~17.3% ConnectM’s post - issue stake in Blue Cloud, assuming no change in the number of Blue Cloud shares outstanding $32.2M Based on current value of 160M Blue Cloud shares to be received by ConnectM Six Months Trading lock - up post - closing (1) Pursuant to the terms of the Blue Cloud agreement, the owners of Global Impx Inc. agreed to transfer all of their shares to Blue Cloud in exchange for 170M Blue Cloud equity shares. ConnectM, as the 94.1% owner of Global Impx Inc., will receive 160M of such shares. Transaction remains subjec t t o Blue Cloud BSE clearance, and other customary regulatory approvals. This material is for informational purposes only and does not constitute an offer, solicitation, or investment advice. Driving a Faster, Smarter Shift Toward a Modern Energy Economy “ This transaction is intended to crystallize significant value from our India platform and reposition that value into a publicly listed equity interest. We believe the approximately $34.2 million implied transaction value demonstrates the embedded value of ConnectM India and the Geo Impex land asset. The divestiture will also simplify our structure, strengthen our balance - sheet positioning, and allow management to concentrate on higher - priority U.S. growth opportunities across AI - powered energy systems, distributed energy, electrification, storage, and industrial technology. Bhaskar Panigrahi Chairman and Chief Executive Officer, ConnectM Transaction Snapshot - ConnectM (1) CONSIDERATION OWNERSHIP IMPLIED VALUE LOCK - UP ”
Cautionary Note Regarding Forward - Looking Statements This presentation 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 include d i n this presentation, regarding the Global Impx Inc. transaction, our future financial performance and our strategy, expansion plans, fu ture operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forw ard - 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 e xpr essions. These forward - looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our act ual results, levels of activity, performance or achievements to be materially different from any future results, levels of activi ty, performance or achievements expressed or implied by such forward - looking statements. Among other things, closing of the Global Impx Inc. transa ction is conditioned upon approval from the BSE Limited, and completion of all required documentation. There can be no assurance that the transaction will close. Except as otherwise required by applicable law, we disclaim any duty to update any forward - looking state ments, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this pr ese ntation. 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 C onnectM contained in this presentation are subject to the risks and uncertainties described in our Annual Reports on Form 10 - K, our Quar terly Reports on Form 10 - Q and our Current Reports on Form 8 - K 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 co nta ined 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.
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