ConnectM Technology Solutions (CNTM) 10-Q 14 Aug 24 2024 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Aug. 14, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity Registrant Name	ConnectM Technology Solutions, Inc.
Entity File Number	001-41389
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-2898342
Entity Address, Address Line One	2 Mount Royal Avenue, Suite 550
Entity Address, City or Town	Marlborough
Entity Address State Or Province	MA
Entity Address, Postal Zip Code	01752
City Area Code	617
Local Phone Number	395-1333
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	CNTM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,164,057
Entity Central Index Key	0001895249
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 230,045	$ 5,947
Prepaid expenses	40,500	4,167
Income taxes receivable		62,192
Total current assets	270,545	72,306
Marketable securities held in Trust Account	79,867,382	78,702,824
Total assets	80,137,927	78,775,130
Current liabilities:
Accrued offering costs	55,201	55,201
Accrued expenses	4,345,706	3,115,876
Loan payable - related party	65,030
Due to Sponsor - related party	$ 128,460	$ 68,460
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related party	Related party
Deferred credit - term extension fee funded by acquisition target company	$ 4,425,126	$ 2,491,431
Income taxes payable	369,381
Total current liabilities	11,073,361	6,915,425
Deferred underwriting fees payable	3,680,000	3,680,000
Forward Purchase Agreement liability	26,360,000	18,370,000
Total liabilities	41,113,361	28,965,425
Commitments and Contingencies (Note 8)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(40,613,427)	(28,923,896)
Total stockholders' deficit	(40,613,183)	(28,923,652)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	80,137,927	78,775,130
Related party
Current liabilities:
Convertible notes	1,239,457	739,457
Non-related party
Current liabilities:
Convertible notes	445,000	445,000
Class A common stock subject to possible redemption
Current liabilities:
Common Stock Subject to Possible Redemption Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 7,009,247 and 7,238,125 shares subject to possible redemption issued and outstanding as of June 30, 2024 and December 31, 2023	79,637,749	78,733,357
Class A common stock not subject to possible redemption
Stockholders' Deficit:
Common stock	14	14
Class B common stock
Stockholders' Deficit:
Common stock	$ 230	$ 230

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, stock authorized (in shares)	1,000,000	1,000,000
Preferred stock, stock issued (in shares)	0	0
Preferred stock, stock outstanding (in shares)	0	0
Common stock, stock outstanding (in shares)	7,147,247
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, stock authorized (in shares)	100,000,000	100,000,000
Common stock, stock issued (in shares)	7,147,247	7,376,125
Common stock, stock outstanding (in shares)		7,376,125
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption stock, stock authorized (in shares)	100,000,000	100,000,000
Class A common stock subject to possible redemption, issued (in shares)	7,009,247	7,238,125
Class A common stock subject to possible redemption stock, stock outstanding (in shares)	7,009,247	7,238,125
Class A common stock not subject to possible redemption
Common stock, stock issued (in shares)	138,000	138,000
Common stock, stock outstanding (in shares)	138,000	138,000
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, stock authorized (in shares)	10,000,000	10,000,000
Common stock, stock issued (in shares)	2,300,000	2,300,000
Common stock, stock outstanding (in shares)	2,300,000	2,300,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
General and administrative expenses	$ 1,005,064	$ 543,038	$ 1,865,836	$ 1,352,965
Loss from operations	(1,005,064)	(543,038)	(1,865,836)	(1,352,965)
Other income (expense):
Dividend and interest income	1,035,191	1,135,385	2,069,362	2,134,285
Gain (Loss) on change in fair value of Forward Purchase Agreement liability	1,590,000	(5,540,000)	(7,990,000)	(6,100,000)
Income (Loss) before income taxes	1,620,127	(4,947,653)	(7,786,474)	(5,318,680)
Income tax provision	(206,890)	(217,590)	(431,573)	(432,100)
Net Income (Loss)	$ 1,413,237	$ (5,165,243)	$ (8,218,047)	$ (5,750,780)
Class A common stock
Other income (expense):
Weighted average shares outstanding, basic	138,000	138,000	138,000	138,000
Weighted average shares outstanding, diluted	138,000	138,000	138,000	138,000
Basic net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Diluted net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Class A common stock subject to possible redemption
Other income (expense):
Weighted average shares outstanding, basic	7,099,792	9,200,000	7,168,959	9,200,000
Weighted average shares outstanding, diluted	7,099,792	9,200,000	7,168,959	9,200,000
Basic net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Diluted net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Class A common stock not subject to redemption
Other income (expense):
Weighted average shares outstanding, basic	138,000	138,000	138,000	138,000
Weighted average shares outstanding, diluted	138,000	138,000	138,000	138,000
Basic net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Diluted net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Class B common stock
Other income (expense):
Weighted average shares outstanding, basic	2,300,000	2,300,000	2,300,000	2,300,000
Weighted average shares outstanding, diluted	2,300,000	2,300,000	2,300,000	2,300,000
Basic net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Diluted net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class A common stock subject to possible redemption Common Stock	Class A common stock subject to possible redemption	Class B common stock Common Stock	Accumulated Deficit	Total
Balance at the beginning (in shares) at Dec. 31, 2022		9,200,000
Balance at the beginning at Dec. 31, 2022		$ 93,768,637	$ 93,768,637
Increase (Decrease) in Temporary Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned		$ 731,188
Balance at the end (in shares) at Mar. 31, 2023		9,200,000
Balance at the end at Mar. 31, 2023		$ 94,499,825
Balance at the beginning (in shares) at Dec. 31, 2022	138,000			2,300,000
Balance at the beginning at Dec. 31, 2022	$ 14			$ 230	$ (8,054,804)	$ (8,054,560)
Increase (Decrease) in Stockholders' Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned					(731,188)	(731,188)
Net income (loss)					(585,537)	(585,537)
Balance at the end (in shares) at Mar. 31, 2023	138,000			2,300,000
Balance at the end at Mar. 31, 2023	$ 14			$ 230	(9,371,529)	(9,371,285)
Balance at the beginning (in shares) at Dec. 31, 2022		9,200,000
Balance at the beginning at Dec. 31, 2022		$ 93,768,637	93,768,637
Balance at the end (in shares) at Jun. 30, 2023		9,200,000
Balance at the end at Jun. 30, 2023		$ 96,287,619
Balance at the beginning (in shares) at Dec. 31, 2022	138,000			2,300,000
Balance at the beginning at Dec. 31, 2022	$ 14			$ 230	(8,054,804)	(8,054,560)
Increase (Decrease) in Stockholders' Equity
Net income (loss)						(5,750,780)
Balance at the end (in shares) at Jun. 30, 2023	138,000			2,300,000
Balance at the end at Jun. 30, 2023	$ 14			$ 230	(16,324,566)	(16,324,322)
Balance at the beginning (in shares) at Dec. 31, 2022		9,200,000
Balance at the beginning at Dec. 31, 2022		$ 93,768,637	93,768,637
Increase (Decrease) in Temporary Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned			3,434,458
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments			$ 2,491,431
Balance at the end (in shares) at Dec. 31, 2023		7,238,125	7,238,125
Balance at the end at Dec. 31, 2023		$ 78,733,357	$ 78,733,357
Balance at the beginning (in shares) at Dec. 31, 2022	138,000			2,300,000
Balance at the beginning at Dec. 31, 2022	$ 14			$ 230	(8,054,804)	(8,054,560)
Balance at the end (in shares) at Dec. 31, 2023	138,000			2,300,000
Balance at the end at Dec. 31, 2023	$ 14			$ 230	(28,923,896)	(28,923,652)
Balance at the beginning (in shares) at Mar. 31, 2023		9,200,000
Balance at the beginning at Mar. 31, 2023		$ 94,499,825
Balance at the end (in shares) at Jun. 30, 2023		9,200,000
Balance at the end at Jun. 30, 2023		$ 96,287,619
Balance at the beginning (in shares) at Mar. 31, 2023	138,000			2,300,000
Balance at the beginning at Mar. 31, 2023	$ 14			$ 230	(9,371,529)	(9,371,285)
Increase (Decrease) in Stockholders' Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned		920,000			(920,000)	(920,000)
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments		$ 867,794			(867,794)	(867,794)
Net income (loss)					(5,165,243)	(5,165,243)
Balance at the end (in shares) at Jun. 30, 2023	138,000			2,300,000
Balance at the end at Jun. 30, 2023	$ 14			$ 230	(16,324,566)	(16,324,322)
Balance at the beginning (in shares) at Dec. 31, 2023		7,238,125	7,238,125
Balance at the beginning at Dec. 31, 2023		$ 78,733,357	$ 78,733,357
Increase (Decrease) in Temporary Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned		759,488
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments		$ 977,147
Balance at the end (in shares) at Mar. 31, 2024		7,238,125
Balance at the end at Mar. 31, 2024		$ 80,469,992
Balance at the beginning (in shares) at Dec. 31, 2023	138,000			2,300,000
Balance at the beginning at Dec. 31, 2023	$ 14			$ 230	(28,923,896)	(28,923,652)
Increase (Decrease) in Stockholders' Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned					(759,488)	(759,488)
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments					(977,147)	(977,147)
Net income (loss)					(9,631,284)	(9,631,284)
Balance at the end (in shares) at Mar. 31, 2024	138,000			2,300,000
Balance at the end at Mar. 31, 2024	$ 14			$ 230	(40,291,815)	(40,291,571)
Balance at the beginning (in shares) at Dec. 31, 2023		7,238,125	7,238,125
Balance at the beginning at Dec. 31, 2023		$ 78,733,357	$ 78,733,357
Increase (Decrease) in Temporary Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned			1,537,789
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments			$ 1,933,695
Balance at the end (in shares) at Jun. 30, 2024		7,009,247	7,009,247
Balance at the end at Jun. 30, 2024		$ 79,637,749	$ 79,637,749
Balance at the beginning (in shares) at Dec. 31, 2023	138,000			2,300,000
Balance at the beginning at Dec. 31, 2023	$ 14			$ 230	(28,923,896)	(28,923,652)
Increase (Decrease) in Stockholders' Equity
Net income (loss)						(8,218,047)
Balance at the end (in shares) at Jun. 30, 2024	138,000			2,300,000
Balance at the end at Jun. 30, 2024	$ 14			$ 230	(40,613,427)	(40,613,183)
Balance at the beginning (in shares) at Mar. 31, 2024		7,238,125
Balance at the beginning at Mar. 31, 2024		$ 80,469,992
Increase (Decrease) in Temporary Equity
Redemption of Class A common stock (in shares)		(228,878)
Redemption of Class A common stock		$ (2,567,092)
Balance at the end (in shares) at Jun. 30, 2024		7,009,247	7,009,247
Balance at the end at Jun. 30, 2024		$ 79,637,749	$ 79,637,749
Balance at the beginning (in shares) at Mar. 31, 2024	138,000			2,300,000
Balance at the beginning at Mar. 31, 2024	$ 14			$ 230	(40,291,815)	(40,291,571)
Increase (Decrease) in Stockholders' Equity
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned		778,301			(778,301)	(778,301)
Accretion to redemption value of Class A Common stock subject to possible redemption due to extension payments		$ 956,548			(956,548)	(956,548)
Net income (loss)					1,413,237	1,413,237
Balance at the end (in shares) at Jun. 30, 2024	138,000			2,300,000
Balance at the end at Jun. 30, 2024	$ 14			$ 230	$ (40,613,427)	$ (40,613,183)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Cash Flows from Operating Activities:
Net loss			$ (8,218,047)	$ (5,750,780)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend and interest income			(2,069,362)	(2,134,285)
Loss on change in fair value of Forward Purchase Agreement liability	$ (1,590,000)	$ 5,540,000	7,990,000	6,100,000
Changes in current assets and liabilities:
Prepaid expenses			(36,333)	(28,217)
Accrued expenses			1,229,830	742,664
Due to Sponsor - related party			60,000	20,000
Income taxes payable			431,573	432,100
Net cash used in operating activities			(612,339)	(618,518)
Cash Flows from Investing Activities:
Investment of cash into Trust Account			(1,933,695)	(920,000)
Redemption of investments in Trust Account for franchise and income taxes			271,407	505,203
Redemption of investments in Trust Account in connection with redemption of Class A common stock shares			2,567,092
Net cash provided by (used in) investing activities			904,804	(414,797)
Cash Flows from Financing Activities:
Proceeds from loan payable - related party	65,030		65,030
Redemption of Class A common stock shares			(2,567,092)
Term extension fees paid by target company			1,933,695	920,000
Payment of offering costs on Public Units				(100,000)
Proceeds from convertible notes - related party			500,000	422,000
Net cash (used in) provided by financing activities			(68,367)	1,242,000
Net change in cash			224,098	208,685
Cash - beginning of period			5,947	5,938	$ 5,938
Cash - end of period	$ 230,045	$ 214,623	230,045	214,623	$ 5,947
Supplemental disclosure of cash flow information:
Noncash loan from Sponsor				87,377
Accretion to redemption value of Class A Common stock subject to possible redemption			$ 3,471,484	$ 2,518,982

ORGANIZATION, DESCRIPTION OF BU

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN	6 Months Ended
	Jun. 30, 2024
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN	NOTE 1 —  ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN Nature of Operations ConnectM Technology Solutions, Inc. (successor to Monterey Capital Acquisition Corporation [“MCAC”]) (“ConnectM” or the “Company”) is a blank check company incorporated as a Delaware company on September 23, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector. The Company selected December 31 as its fiscal year end. Business Combination On July 12, 2024 (the “Closing Date”), MCAC consummated the business combination (the “Business Combination” or “Merger”) pursuant to the terms of the Agreement and Plan of Merger, dated as of December 31, 2022 (the “Merger Agreement”), by and among MCAC, Chronos Merger Sub, Inc., a wholly owned subsidiary of MCAC prior to the consummation of the Business Combination (“Merger Sub”) and ConnectM Technology Solutions Inc. (“Legacy ConnectM”). Pursuant to the Agreement and Plan of Merger, on the Closing Date, (i) MCAC changed its name to “ConnectM Technology Solutions, Inc.” and Legacy ConnectM changed its name to “ConnectM Operations, Inc.,” and (ii) Merger Sub merged with and into Legacy ConnectM, with Legacy ConnectM being the surviving company in the Business Combination. After giving effect to the Business Combination, Legacy ConnectM became a wholly owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, among other matters, at the effective time of the Business Combination (the “Effective Time”), (i) each share of Legacy ConnectM common stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive shares of the Company’s common stock at an exchange ratio of 3.3213477 (the “Exchange Ratio”), rounded down to the nearest whole share, and (ii) each share of Legacy ConnectM preferred stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive such number of shares of the Company’s common stock equal to (A) the aggregate number of shares of Legacy ConnectM common stock that would be issued upon conversion of the shares of Legacy ConnectM preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. At the Closing, the Company issued an aggregate of 14,422,449 shares of common stock to the stockholders of Legacy ConnectM, and an aggregate of 920,000 shares of common stock to the holders of each right which was part of each unit issued by MCAC (as defined below) at the time of its initial public offering. An aggregate of 473,922 shares of common stock were reserved for issuance upon valid exercise of stock options assumed by the Company at the Closing and held by the Legacy ConnectM option holders and an aggregate of 77,499 shares of common stock were reserved for issuance upon the valid exercise of warrants assumed by the Company and held by the Legacy ConnectM warrant holders. On July 10, 2024, the record date for a special meeting to approve the Business Combination (the “Special Meeting”), there were 9,447,247 shares of MCAC’s common stock issued and outstanding, consisting of (i) 7,147,247 shares of Class A common stock and (ii) 2,300,000 shares of Class B common stock held by the Sponsor. Prior to the Special Meeting, holders of 6,954,105 shares of MCAC Class A common stock (excluding 3,288,466 shares of the common stock purchased by Meteora (as defined below) directly from the redeeming stockholders under the Forward Purchase Agreement (as defined below)) exercised their right to redeem those shares for cash at a price of approximately $11.36 per share (net of the withholding for federal and franchise tax liabilities), for an aggregate of approximately $37.4 million. The per share redemption price was paid out of MCAC’s trust account (the “Trust Account”), which, after taking into account the redemptions, but before any transaction expense and funds disbursed to Meteora in accordance with the Forward Purchase Agreement, had a balance at the Closing Date of $37,993,476. On July 15, 2024, the common stock of the combined company began trading on the Nasdaq Global Market under the symbol “CNTM.” 2023 Equity Incentive Plan At the Special Meeting, the shareholders of the Company approved the ConnectM Technology Solutions, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), which became effective at the Closing Date. The 2023 Plan allows the Company to grant equity and cash incentive awards to eligible service providers. The 2023 Plan will be administered by the Company’s compensation committee. The administrator of the 2023 Plan will have the authority to, among other things, interpret the plan and award agreements, select grantees, determine the vesting, payment and other terms of awards, and modify or amend awards, and accelerate vesting or exercisability of awards. Amended and Restated Registration Rights Agreement On the Closing Date, the Company entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) with the Sponsor, certain prior stockholders of the Company, certain stockholders of Legacy ConnectM, the Company’s officers, directors and holders of 10% or more of the Company’s common stock (all such counterparties, collectively, the “Reg Rights Holders”). The A&R Registration Rights Agreement amended and restated the Company’s Registration Rights Agreement dated May 10, 2022 (the “IPO Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, the Company will, within 30 days after the Closing, file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”), and the Company will use its reasonable best efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or, in the event the SEC reviews and has written comments to the Resale Registration Statement, the ninetieth (90th) calendar day following the filing thereof) and (ii) the third (3rd) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Registration Statement will not be “reviewed” or will not be subject to further review. In certain circumstances, the Reg Rights Holders can demand the Company’s assistance with underwritten offerings and block trades, and the Reg Rights Holders will be entitled to certain piggyback registration rights. Forward Purchase Agreement In connection with the execution of the Merger Agreement, MCAC and Meteora Special Opportunity Fund (“Meteora”), entered into the Forward Purchase Agreement for a Forward Purchase Transaction. Pursuant to the terms of the Forward Purchase Agreement, Meteora intended to purchase in the open market through a broker shares of Class A Common Stock, after the date of the Forward Purchase Agreement from holders of our Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of our Class A Common Stock pursuant to the redemption rights set forth in our charter, in connection with the execution of the Merger Agreement, up to a maximum of 6,600,000 shares of our Class A Common Stock at a price equal to the estimated redemption price of approximately $11.36 per share of our Class A Common Stock (based on the amount of $79,867,382 On the Closing Date, Meteora purchased 3,288,466 shares of MCAC Class A Common Stock (the “Number of Shares”), for a total price of $37,366,896, from holders of MCAC Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of MCAC Class A Common Stock pursuant to the redemption rights set forth in the Current Charter in the open market through a broker shares. As a result, the “Initial Price” was set at $11.55 per share at the Closing Date. In accordance with the terms of the Forward Purchase Agreement, at the Closing Date, the Company paid to Meteora, out of funds held in the Trust Account, the cash amount of $36,993,228 (the “Prepayment Amount”), equal to the product of the number of Recycled Shares and the Initial Price less an amount equal to 1% of the product of the number of Recycled Shares and the Initial Price (the “Prepayment Shortfall”). The Prepayment Amount was deposited into an escrow account simultaneously with the Closing. In addition to the Prepayment Amount, the Company paid directly from the Trust Account to Meteora, an amount of $462,000 (the “Additional Consideration”), for the purpose of repayment of Meteora having actually purchased additional shares of Class A Common Stock (the “Share Consideration Shares”) from third parties prior to the Closing. The Additional Consideration was free and clear of all obligations of Meteora in connection with signing a definitive agreement for the Forward Purchase Transaction. From time to time following the Closing, Meteora could sell Recycled Shares at any time and at any sales price, without payment by Meteora of any Early Termination Obligation (as defined in the Forward Purchase Agreement), until such time as the proceeds from the sales equal 100% of the Prepayment Amount. From time to time following the closing of the merger and prior to the earliest to occur of (a) the third anniversary of the Closing and (b) the date specified by Meteora in a written notice to be delivered to the Company at Meteora’s discretion after the occurrence of any of a (x) Trigger Event (defined below) or (y) Delisting Event (each as defined in the Forward Purchase Agreement) (in each case, the “Maturity Date”), Meteora could sell, in its sole discretion, sell some or all of the shares. On the Maturity Date, the escrow agent would have transferred to Meteora an amount in cash equal to the product of (x)(i) the number of shares as set forth in the initial Pricing Date Notice (as defined in the Forward Purchase Agreement) less (b) the number of Terminated Shares (as defined in the Forward Purchase Agreement) (the “Matured Shares”) multiplied by (y) the Initial Price (the “Maturity Consideration”) and Meteora shall transfer to the escrow agent for the benefit of the Company the Matured Shares less the Penalty Shares (each as defined below). On the last trading day of each week following the merger, Meteora would pay to the Combined Company the product of the number of shares sold multiplied by the Reset Price. The “Reset Price” was initially to be the Initial Price and was to be adjusted on the first scheduled trading day of each week commencing with the first week following the thirtieth day after the Closing to be the lowest of (a) the then-current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior week, but not lower than $7.50; provided that to the extent that MCAC or the Combined Company offers and sells any shares or securities convertible into shares at a price lower than the Initial Price, the Reset Price, was to be modified to equal such reduced price at which such securities may be issued. Meteora will retain any sale proceeds in excess of the product of the number of shares sold by Meteora and the Reset Price. In the event that the VWAP Price of the Class A Common Stock was to fall below $5.00 per share for any 20 30 10 In addition, pursuant to the terms and conditions of the Forward Purchase Agreement, ConnectM and the Combined Company agree, from and after December 31, 2022, not to incur in excess of $25.0 million of indebtedness through and including the 90th day following the Prepayment Date without the prior written consent of the Meteora. Pursuant to the terms of the Forward Purchase Agreement, the Company agreed to pay to Meteora an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Meteora or its affiliates in connection with this Forward Purchase Transaction not to exceed (a) $75,000, (b) a quarterly fee of $5,000 (initially payable on the Trade Date (as defined in the agreement) and upon the first business day of each quarter and (c) expenses actually incurred in connection with the acquisition of the Shares in an amount not to exceed $0.05 per Share and $0.03 per disposition of each Share. On August 2, 2024, the Company and Meteora entered into an amendment to the Forward Purchase Agreement (the “Amendment”). Under the terms of the Amendment, Meteora in its sole discretion may sell Recycled Shares at any time and at any sales price, without payment by Meteora of any Early Termination Obligation (as defined in the Forward Purchase Agreement), until such time as the proceeds from such sales equal 120% of the Prepayment Shortfall. Under the terms of the Amendment, the Maturity Consideration was replaced by the Settlement Amount Adjustment (as defined below), whereby on the tenth Local Business Day immediately following the last day of the Valuation Period (as defined below), Meteora shall remit to the Company an amount equal to the Settlement Amount (as defined below) and will not otherwise be required to return to the Company any of the Prepayment Amount and the Company shall remit to Meteora the Settlement Amount Adjustment (as defined below) provided, that if the Settlement Amount less the Settlement Amount Adjustment is a negative number and either clause (x) of Settlement Amount Adjustment applies (as defined below) or the Company has elected pursuant to clause (y) of Settlement Amount Adjustment to pay the Settlement Amount Adjustment in cash, then neither Meteora nor the Company shall be liable to the other party for any payment under this section. The Settlement Amount will be (a) in the event the Valuation Date is determined by clause (c) in the definition of the Valuation Date, a cash amount equal to (1) the Number of Shares less the number of Terminated Shares as of the Valuation Date, multiplied by (2) the closing price of the Shares on the Exchange Business Day immediately preceding the Valuation Date, (b) in all other cases, a cash amount equal to the Number of Shares less the number of Terminated Shares as of the Valuation Date, less the number of Unregistered Shares (as defined below), multiplied by the volume weighted daily VWAP Price over the Valuation Period. The Settlement Amount Adjustment is a cash amount equal to the product of (1) the Number of Shares as of the Valuation Date multiplied by (2) $2.00 (or $2.50 in the event of a Registration Failure). The Settlement Amount Adjustment shall be paid (x) in the event that the expected Settlement Amount determined by the VWAP Price over the 15 scheduled trading days ending on but excluding the Valuation Date exceeds the Settlement Amount Adjustment, in cash (in which case the Settlement Amount Adjustment will be automatically netted from the Settlement Amount and any remaining amount paid in cash), or (y) otherwise, at the option of Meteora, in cash or Shares (such Shares, the “Maturity Shares”) (other than in the case of a Delisting Event, in which case the Settlement Amount Adjustment must be paid in cash). In the event that Meteora is eligible to pay the Settlement Amount Adjustment using Maturity Shares, Meteora will be deemed to have elected to pay the Settlement Amount Adjustment in Maturity Shares unless Meteora notifies The Company no later than ten Local Business Days prior to the Valuation Date that Meteora elects to pay the Settlement Amount Adjustment in cash. In the event the Settlement Amount Adjustment is paid in Maturity Shares then, on the Valuation Date, Meteora shall deliver to the Company an initial calculation of the Maturity Shares equal to (a) the Settlement Amount Adjustment divided by (b) the volume weighted daily VWAP Price over the 15 scheduled trading days ending on but excluding the Valuation Date (the “Estimated Maturity Shares”). The total number of Maturity Shares to be delivered to The Company by Meteora shall be based on the volume weighted daily VWAP Price over the Valuation Period (the “Final Maturity Shares”). On the Local Business Day following the end of the Valuation Period, (i) if the Final Maturity Shares exceeds the Estimated Maturity Shares, Meteora shall deliver to The Company an additional number of Maturity Shares equal to such excess, and (ii) if the volume weighted daily VWAP Price over the Valuation Period multiplied by the Estimated Maturity Shares exceeds the Settlement Amount Adjustment, the Company shall deliver to Meteora a cash amount equal to such excess. By no later than the start of the Valuation Period, all Maturity Shares shall be registered for resale by the Meteora under an effective resale Registration Statement pursuant to the Securities Act under which the Company may sell or transfer the Shares and, subject to the receipt of the Company representation letters and such other customary supporting documentation as requested by (and in a form reasonably acceptable to) Meteora and its counsel, bear no restrictive legend; provided, however, that Meteora shall not be able to pay the Settlement Amount Adjustment with Maturity Shares if following the issuance of the Maturity Shares, the Company’s ownership of Shares would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance unless The Company at its sole discretion waives such 9.9% ownership limitation. To the extent that a Delisting Event occurs during the Valuation Period, the VWAP Price for the remainder of the Valuation Period shall be deemed to be zero and any election to pay the Settlement Amount Adjustment with Maturity Shares will automatically revert to a requirement that the Settlement Amount Adjustment be paid in cash such that any further payment that is to be made of the Settlement Amount Adjustment as provided above shall be made by the Company in cash. The Valuation Date is defined as the earliest to occur of (a) the third anniversary of the closing of the Business Combination and (b) the date specified by Meteora in a written notice to be delivered to Counterparty at Meteora’s discretion (not earlier than the day such notice is effective) after the occurrence of any of a (x) Seller VWAP Trigger Event or (y) a Delisting Event and (c) the date specified by Meteora in a written notice to be delivered to the Company at Meteora’s sole discretion (which Valuation Date shall not be earlier than the date of such notice, and, in each case the “Maturity Date”). The Valuation Period is defined as the period commencing on the Valuation Date and ending at 4:00 pm on the Exchange Business Day on which 10% of the total volume traded in the Shares over the period, excluding any volumes traded during the opening and closing auctions, has reached an amount equal to the Number of Shares outstanding as of the Valuation Date plus the Estimated Maturity Shares, less Terminated Shares, less the number of Shares owned by Seller that are neither registered for resale under an effective resale Registration Statement nor eligible for resale under Rule 144 without volume or manner of sale limitations (but only counting such Shares that are eligible for resale under Rule 144 to the extent the Counterparty is in compliance with the requirements of Rule 144(i)(2) for the entire period). Further, the Prepayment Shortfall was reduced to the amount equal to 0.50% of the product of the Number of Shares and the Initial Price paid by Meteora to the Company at the Closing (which amount was netted from the Prepayment Amount). Additionally, the Company has the option, at its sole discretion, at any time up to forty-five (45) calendar days prior to the date specified by Meteora in a written notice to be delivered to the Company at Meteora’s sole discretion (the “Valuation Date”), to request additional Prepayment Shortfall via written requests to Meteora in intervals of $300,000 (each an “Additional Shortfall Request”), provided the Company shall only be able to make an Additional Shortfall Request if the (i) Meteora has recovered 120% of any outstanding Prepayment Shortfall via Shortfall Sales as further described in the Section titled “Prepayment Shortfall Consideration” and (ii) the VWAP Price over the ten (10) trading days prior to an Additional Shortfall Request multiplied by the then current Number of Shares (excluding unregistered shares) held by the Company less Shortfall Sale Shares be at least seven (7) times greater than the Additional Shortfall Request, and (iii) the average daily value traded over the prior ten (10) trading days be at least seven (7) times greater than the Additional Shortfall Request (with (i), (ii) and (iii) collectively as the “Equity Conditions”). Notwithstanding the foregoing, The Company, in its sole discretion, may waive the Equity Conditions for each Additional Shortfall Request, if applicable, in writing to Meteora. Operations Prior to Business Combination with Legacy ConnectM As of June 30, 2024, the Company had not commenced any operations. All activity for the period from September 23, 2021 (inception) through June 30, 2024 relates to the Company’s formation and the Initial Public Offering, activities necessary to identify a potential target and prepare for a business combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest or if at all. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below). The registration statement for the Company’s initial public offering (the “IPO” or “Initial Public Offering”) was declared effective on May 10, 2022. On May 13, 2022 (the “IPO date”), the Company consummated its IPO of 9,200,000 units (“Units or “Public Units”), including 1,200,000 Units resulting from the full exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (“Common Stock”), one redeemable warrant exercisable into one share of Common Stock at an exercise price of $11.50 per share (“Public Warrant”) and one right to receive one-tenth (1/10) of one share of Common Stock upon consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $92,000,000. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 3,040,000 warrants (“Private Warrants”) to the Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $3,040,000, which is described in Note 4. Transaction costs amounted to $8,698,910, consisting of $920,000 of underwriting fees, $3,680,000 of deferred underwriting fees that will be paid only if a business combination is entered into, $622,882 representing the fair value of the Representative Shares (defined below), $2,508,632 representing the fair value of the Transferred Founder Shares (defined below), and $967,396 of other offering costs. At the IPO date, cash of $923,563 was held outside of the Trust Account (as defined below) and was available for the payment of the Note (see Note 5), payment of accrued offering costs and for working capital purposes. At the IPO date, the Sponsor sold to the group of ten qualified institutional buyers and institutional accredited investors, which are not affiliated with the Company (the “Anchor Investors”), a total of 600,000 of Founder Shares (“Transferred Founder Shares”) at their original purchase price of approximately $0.009, as compensation for their commitment to purchase the Units sold in the IPO. Overall, the Anchor Investors purchased 9,108,000 Units in the Initial Public Offering at the offering price of $10.00 under separate investment agreements. The excess of the fair value of the Transferred Founder Shares above the purchase price totaling $2,508,632 as of the IPO date was determined to be a contribution from the Sponsor for offering costs in accordance with Staff Accounting Bulletin Topic 5T. These offering costs were allocated to the Units and charged to stockholders’ deficit upon the completion of the IPO. In conjunction with the Initial Public Offering, the Company issued to the underwriter 138,000 shares of Class A common stock for nominal consideration (the “Representative Shares”). The fair value of the Representative Shares was accounted for as compensation under Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC 718”), and was included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $622,882. Of the total transaction costs of $8,698,910, $8,139,659 was allocated to the Class A common stock subject to possible redemption, $152,515 was allocated to the Public Warrants (Note 3), and $406,736 was allocated to the Rights (Note 8). Following the closing of the Initial Public Offering on May 13, 2022, an amount of $92,920,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from this Initial Public Offering will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, or (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination in the prescribed time frame, as defined below. During the three and six months ended June 30, 2024, the Company withdrew $271,406 of dividend and interest income earned in the Trust Account to pay its franchise and income tax obligations. The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, although substantially all of the net proceeds were intended to be applied generally toward consummating a business combination. The Company was required to complete one or more initial business combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into an initial business combination. However, the Company would have only completed a business combination if the post-transaction company owned or acquired 50% or more of the outstanding voting securities of the target or otherwise acquired an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). In connection with any proposed initial business combination, the Company was required to either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. If the Company determined to engage in a tender offer, such tender offer would have been structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether the Company would have sought stockholder approval of a proposed business combination or would allow stockholders to sell their shares to the Company in a tender offer would have been made by the Company, solely in the Company’s discretion, and would have been based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company determined to allow stockholders to sell their shares to the Company in a tender offer, it would have filed tender offer documents with the U.S. Securities and Exchange Commission (“SEC”) which would have contained substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. The Company would have proceeded, and did proceed, with the Business Combination if the Company did not have net tangible assets of at least $5,000,001 upon such consummation of a Business Combination (the “Redemption Limitation”) and a majority of the issued and outstanding shares voted were voted in favor of the Business Combination. On November 6, 2023, the Company’s Charter was amended to eliminate the Redemption Limitation. The amendment allowed the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation. If a stockholder vote was not required by law and the Company did not decide to hold a stockholder vote for business or other legal reasons, the Company would have, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conducted the redemptions pursuant to the tender offer rules of the SEC and filed tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions was required by law, or the Company decided to obtain stockholder approval for business or legal reasons, the Company would have offered to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder would have been able to elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company sought stockholder approval of its initial business combination and the Company did not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation would have provided that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), would have been restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this Initial Public Offering, referred to as excess shares. However, the Company’s stockholders would not have been restricted to vote all of their shares (including excess shares) for or against the initial business combination. Additionally, such stockholders would not have received redemption distributions with respect to the excess shares if the Company completes the initial business combination. The Company’s sponsor, officers and directors (the “initial stockholders”) agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Form 10-K as filed with the SEC on March 13, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity, equity and/or expense upon the completion of the Initial Public Offering. The fair value of the Representative Shares was accounted for as compensation under ASC 718, was included in the offering costs at the IPO date. In addition, under the guidance in Staff Accounting Bulletin 107 Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in offering costs amounts incurred by the Sponsor through the sale of Founder Shares to Anchor Investors on behalf of the Company (Note 5). The excess of the fair value of the Founder Shares was deemed a contribution from the Sponsor for offering costs and working capital. Business Combination Costs Costs incurred in relation to a potential business combination may include legal, accounting and other expenses. Any such costs are expensed as incurred. The Company incurred approximately $0.5 million and $1.1 million, respectively, of Business Combination costs for the three and six months ended June 30, 2024. The Company incurred approximately $0.1 million and $0.5 million, respectively, of Business Combination costs for the three and six months ended June 30, 2023. Net Income (Loss) per share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC 260”). Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Common Stock outstanding during the period. The Company’s unaudited condensed consolidated statements of operations include a presentation of net income (loss) per share subject to possible redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Common Stock subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company deemed the fair value of the Class A Common Stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net income (loss) per share. The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted net income (loss) per share because the warrants were anti-dilutive as their exercise price was in excess of the average Class A common stock price over the periods presented. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for all periods presented. A reconciliation of net income per share is as follows for the three months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption Class A Class B Totals Allocation of undistributable income ​ ​ 1,051,993 ​ ​ 20,448 ​ ​ 340,796 ​ ​ 1,413,237 Net income to common stock ​ $ 1,051,993 ​ $ 20,448 ​ $ 340,796 ​ $ 1,413,237 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 7,099,792 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.15 ​ $ 0.15 ​ $ 0.15 ​ ​ — ​ ​ A reconciliation of net loss per share is as follows for the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption Class A Class B Totals Allocation of undistributable losses ​ ​ (6,132,517) ​ ​ (118,049) ​ ​ (1,967,481) ​ ​ (8,218,047) Net loss to common stock ​ $ (6,132,517) ​ $ (118,049) ​ $ (1,967,481) ​ $ (8,218,047) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 7,168,959 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.86) ​ $ (0.86) ​ $ (0.86) ​ ​ — ​ A reconciliation of net loss per share is as follows for the three months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption ​ Class A ​ Class B ​ Totals Allocation of undistributable losses ​ ​ (4,083,196) ​ ​ (61,248) ​ ​ (1,020,799) ​ ​ (5,165,243) Net loss to common stock ​ $ (4,083,196) ​ $ (61,248) ​ $ (1,020,799) ​ $ (5,165,243) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 9,200,000 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.44) ​ $ (0.44) ​ $ (0.44) ​ ​ — ​ A reconciliation of net loss per share is as follows for the six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption ​ Class A ​ Class B ​ Totals Allocation of undistributable losses ​ ​ (4,546,071) ​ ​ (68,191) ​ ​ (1,136,518) ​ ​ (5,750,780) Net loss to common stock ​ $ (4,546,071) ​ $ (68,191) ​ $ (1,136,518) ​ $ (5,750,780) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 9,200,000 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.49) ​ $ (0.49) ​ $ (0.49) ​ ​ — ​ Marketable Securities Held in Trust Account At June 30, 2024 and December 31, 2023, the assets held in the Trust Account were substantially held in a treasury trust fund investing in U.S. Treasury Bills and U.S. Treasury Notes. These securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividend and interest income in the accompanying unaudited condensed statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Cash and securities held in the Trust Account are comprised of securities held by a financial institution, which are insured by the Securities Investor Protection Corporation ("SIPC"), comprised of $250,000 coverage for cash and $250,000 for securities. The Company has not experienced losses on these accounts. Share-Based Payment Arrangements The Company accounts for stock awards in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation,” which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock sold as part of the Initial Public Offering, features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. The redemption values as of June 30, 2024, includes $100,000 that can be used to pay any dissolution expenses, should a dissolution event occur. The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses to be paid from the interest earned in the trust account, up to $100,000, if and when a dissolution is deemed probable. The reconciliation of Class A common stock subject to possible redemption as of June 30, 2024 and December 31, 2023 is as follows: ​ ​ ​ ​ Gross proceeds from sale of Public Units $ 92,000,000 Less: Proceeds allocated to Public Warrants (Note 3) ​ ​ (1,613,009) Less: Proceeds allocated to Rights (Note 3) ​ ​ (4,301,659) Less: Proceeds allocated to underwriter’s overallotment option (Note 7) ​ ​ (52,147) Less: Issuance costs allocated to Class A common stock subject to possible redemption ​ ​ (8,139,659) Accretion to redemption value of Class A common stock subject to possible redemption ​ ​ 15,026,474 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned ​ ​ 848,637 Class A common stock subject to possible redemption as of December 31, 2022 ​ $ 93,768,637 Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments ​ ​ 2,491,431 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned ​ ​ 3,434,458 Less: Redemption of Class A common stock ​ ​ (20,961,169) Class A common stock subject to possible redemption as of December 31, 2023 ​ $ 78,733,357 Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments ​ ​ 1,933,695 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned ​ ​ 1,537,789 Less: Redemption of Class A common stock ​ ​ (2,567,092) Class A common stock subject to possible redemption as of June 30, 2024 ​ $ 79,637,749 ​ Derivative Financial Instruments The Company issued warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. At the IPO date, the Public Warrants and Rights (see Note 3) and Private Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change. The Forward Purchase Agreement with Meteora entered into on December 31, 2022 resulted in Meteora holding a put option on shares to be purchased pursuant to the agreement, up to the maximum of 6,600,000. Pursuant to ASC 815, Derivatives and Hedging, this instrument meets the definition of a derivative and accordingly was recognized at fair value. The fair value of this put option liability was estimated at $26,360,000 and $18,370,000 at June 30, 2024 and December 31, 2023, respectively, assuming Meteora will purchase the maximum number of shares at the consummation of the Business Combination. The Forward Purchase Agreement liability resulted in the recognition of a $1,590,000 gain and a $7,990,000 loss on the change in fair value of Forward Purchase Agreement Liability in the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2024, respectively. The Forward Purchase Agreement liability resulted in the recognition of a $5,540,000 and $6,100,000 loss on the change in fair value of Forward Purchase Agreement Liability in the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account. The Forward Purchase Agreement liability was valued as of June 30, 2024 and December 31, 2023 using the Black-Scholes Option Pricing Model, assuming that Meteora will purchase the maximum number of shares of 6,600,000 at the business combination date, Meteora will receive $13.36 and $12.88 per share, respectively, upon the put option exercise and hold the shares until the end of its estimated contractual maturity period of 3.03 years and 3.25 years, respectively. The fair value of the resulting put option at June 30, 2024 and December 31, 2023, was adjusted for 98% and 80% probability of the completion of the Business Combination, respectively. Additionally, the valuation utilized a 50.5% and 41.7% volatility rate as of June 30, 2024 and December 31, 2023, respectively, and a 4.5% and 4.0% discount rate as of June 30, 2024 and December 31, 2023, respectively. As such, the Forward Purchase Agreement liability is considered to be a recurring Level 3 fair value measurement. The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three and six months ended June 30, 2024. ​ ​ ​ ​ ​ ​ Forward ​ ​ Purchase ​ ​ Agreement ​ ​ Liability Balance at January 1, 2024 ​ $ 18,370,000 Change in fair value of Forward Purchase Agreement Liability ​ ​ 9,580,000 Balance at March 31, 2024 ​ ​ 27,950,000 Change in fair value of Forward Purchase Agreement Liability ​ (1,590,000) Balance at June 30, 2024 ​ $ 26,360,000 ​ The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three and six months ended June 30, 2023. ​ ​ ​ ​ ​ ​ ​ Forward ​ ​ Purchase ​ ​ Agreement ​ Liability Balance at January 1, 2023 $ 2,770,000 Change in fair value of Forward Purchase Agreement Liability ​ 560,000 Balance at March 31, 2023 ​ ​ 3,330,000 Change in fair value of Forward Purchase Agreement Liability ​ ​ 5,540,000 Balance at June 30, 2023 ​ $ 8,870,000 ​ Working Capital Loan The Working Capital Loans (Note 5) are issued in the form of convertible notes. The embedded feature to convert the Working Capital Loans into Private Warrants at a price of $1.00 per warrant (the “Embedded Feature”) does not meet the definition of a derivative under ASC 815 and is not required to be accounted for separately, as it is eligible for the scope exception under ASC 815-10-15-74(a) related to contracts indexed to the Company’s own stock. Due to Sponsor – related party The Due to Sponsor - related party balance as of June 30, 2024 totaled $128,460, of which $123,600 represents unpaid monthly administrative fees and $4,860 represents cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5). These funds will be remitted to the Sponsor in the normal course of business. The Due to Sponsor balance as of December 31, 2023 of $68,460 includes $63,600 in unpaid monthly administrative fees and $4,860 in cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5). Income Taxes The Company accounted for income taxes in accordance with ASC 740, “Income Taxes”. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of June 30, 2024 and December 31, 2023, the Company has not recorded any amounts related to uncertain tax positions. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements. Management does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s unaudited condensed consolidated financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2024
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING On May 13, 2022, the Company sold 9,200,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share, one Public Warrant and one right to receive one 30 days

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2024
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT On May 13, 2022, in the private placement that occurred simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,040,000 warrants (each a “Private Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $3,040,000. Each Private Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the private placement of the Private Warrants funded the trust account, IPO issuance costs and will fund the future operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Warrants, will be included in the liquidating distribution to the public stockholders and the Private Warrants will be worthless (see Note 8).

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2024
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In October 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). On May 10, 2022, the Sponsor surrendered 575,000 Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 Founder Shares. Up to 300,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option (see Note 7) was not exercised in full by the underwriter. As the Underwriters exercised their overallotment option in full at the IPO date, the forfeiture provisions lapsed for 300,000 Founder Shares. On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Kathy Cuocolo, Leela Gray and Stephen Markscheid, the independent directors of MCAC. In addition, at the IPO date, the Sponsor sold 60,000 Founder Shares to each Anchor Investor, or the aggregate of 600,000 Founder Shares to the group of ten Anchor Investors (see Note 1). The proceeds of $4,860 from the sale were collected by the Company on behalf of the Sponsor and are included in Due to Sponsor – related party on the accompanying unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively. Working Capital Loans In order to fund working capital deficiencies and finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Company will repay the Working Capital Loans upon the completion of a Business Combination. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. During the three and six months ended June 30, 2024, the Sponsor loaned the Company $120,000 and $500,000 in Working Capital Loans, respectively. The Working Capital Loans were to be repaid upon consummation of a Business Combination, without interest, or, at the lender’s option, up to $1.5 million of the outstanding Working Capital Loans are convertible into Private Warrants at a price of $1.00 per warrant. As of June 30, 2024 and December 31, 2023, the Company had $1,239,457 and $739,457, respectively, borrowed under the Working Capital Loans from the Sponsor included in Convertible notes – related party in the accompanying unaudited condensed consolidated balance sheets. On the Closing Date, the Sponsor converted $750,000 of the Working Capital Loans into 750,000 warrants to purchase common stock at an exercise price of $11.50 per share. The remaining balance of $489,457 is payable upon demand. Loans Payable On May 13, 2024, the Company issued an unsecured promissory note (the "First May 2024 Promissory Note"), in the principal amount of $40,000 to the Sponsor. No interest shall accrue on the unpaid principal balance of the note and the note was repayable in full on the date on which the Company consummates an initial business combination. On May 31, 2024, the Company issued an unsecured promissory note (the "Second May 2024 Promissory Note"), in the principal amount of $25,030 to the Sponsor. No interest shall accrue on the unpaid principal balance of the note and the note was repayable in full on the date on which the Company consummates an initial business combination. As of June 30, 2024 and December 31, 2023, the balance due under the promissory notes described above totaled $65,030 and $0, respectively, included in Loans payable - related party on the unaudited condensed consolidated balance sheets. At the Closing Date, the loan payable balance of $65,030 was not repaid and remained outstanding and is due upon demand. Administrative Support Agreement In conjunction with the IPO closing, the Company entered into the administrative support agreement under which it pays the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the Business Combination, the Company ceased paying these monthly fees. The Company incurred $30,000 and $60,000 under the agreement during each of the three and six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and December 31, 2023, $123,600 and $63,600, respectively, were due under the administrative support agreement, included in Due to Sponsor - related party (see Note 2) on the unaudited condensed consolidated balance sheets.

CONVERTIBLE NOTES

CONVERTIBLE NOTES	6 Months Ended
	Jun. 30, 2024
CONVERTIBLE NOTES
CONVERTIBLE NOTES	NOTE 6 — CONVERTIBLE NOTES As of June 30, 2024 and December 31, 2023, $445,000 was due to ConnectM under certain convertible notes with terms identical to those of the Working Capital Loans, included in Convertible notes on the unaudited condensed consolidated balance sheets.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2024
INCOME TAXES
INCOME TAXES	NOTE 7 — INCOME TAXES The Company’s effective tax rate (“ETR”) is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. The Company’s ETR was 12.8% and (5.5)% for the three and six months ended June 30, 2024, respectively. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible for federal income tax purposes. The difference between the Company’s ETR for the three and six months ended June 30, 2024 and the U.S. federal statutory rate of 21% is primarily due to the permanent differences arising from the gain (loss) on change in fair value of Forward Purchase Agreement liability, the business combination costs, and the temporary differences arising from the valuation allowance recorded against the deferred taxes arising from the Company’s startup costs. The Company’s ETR was (4.4)% and (8.1)% for the three and six months ended June 30, 2023, respectively. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible for federal income tax purposes. The difference between the Company’s ETR for the three and six months ended June 30, 2023 and the U.S. federal statutory rate of 21% is primarily due to the permanent differences arising from the loss on change in fair value of Forward Purchase Agreement liability and the temporary differences arising from the valuation allowance recorded against the deferred taxes arising from the Company’s startup costs. The Company has no uncertain tax positions related to federal and state income taxes. The Company is subject to income tax examinations by major taxing authorities since inception. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the consolidated financial statements as tax expense.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 8 — COMMITMENTS AND CONTINGENCIES Underwriting Agreement At the IPO date, the Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 1,200,000 additional Units to cover over-allotments, if any, at the price paid by the underwriter in the Initial Public Offering. This overallotment option was exercised in full at the IPO date. The underwriter received a cash discount of $0.10 per unit, or $0.92 million in the aggregate at the closing of the Initial Public Offering. In addition, $0.40 per share, or $3.68 million in the aggregate was payable to the underwriter for deferred underwriting commissions solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, in conjunction with the Initial Public Offering, the Company issued to the underwriter 138,000 shares of Class A common stock for nominal consideration (the “Representative Shares”). The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110. On July 10, 2024, the Company entered into a (i) Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement Dated May 10, 2022 (the “Discharge Agreement”) and (ii) Promissory Note, in each case with the underwriter. On July 11, 2024, the Company and the underwriter amended and restated the Discharge Agreement (the “Amended Discharge Agreement”) and the Promissory Note (the “Amended Note”). Pursuant to the Amended Discharge Agreement, in lieu of the Company tendering the full amount of the $3.68 million deferred underwriting commission in cash at the closing of the Company's initial business combination, the underwriter agreed to accept from the Company (i) a payment of $500,000 in cash within 30 days of the underwriter and upon certain events of default. The Company may prepay the Amended Note in whole or in part at any time without penalty. In addition, the Company is obligated to pay toward the Note 10% of the aggregate gross proceeds from any sale of equity or equity derivative instruments of the Company. Within five days of the maturity date of the Amended Note, the Company may elect to convert the Amended Note into shares of common stock of the Company based on the 5-day Other Commitments and Contingencies In connection with the execution of the Merger Agreement, MCAC entered into the Forward Purchase Agreement with Meteora. Pursuant to the terms of the Forward Purchase Agreement, MCAC agreed to pay to Meteora an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Meteora or its affiliates in connection with this Forward Purchase Transaction not to exceed (a) $75,000, (b) a quarterly fee of $5,000 (initially payable on the Trade Date (as defined in the agreement) and upon the first business day of each quarter and (c) expenses actually incurred in connection with the acquisition of the Shares in an amount not to exceed $0.05 per Share and $0.03 per disposition of each Share. In addition, a break-up fee equal to (i) all of Meteora’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement capped at $75,000 plus (ii) $500,000, was payable by the Combined Company to Meteora in the event the Forward Purchase Agreement was terminated by MCAC. There were no expenses incurred in relation to the Forward Purchase Agreement through June 30, 2024. Refer to Note 1 for further discussion of the Forward Purchase Agreement.

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	6 Months Ended
	Jun. 30, 2024
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 9 — STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock — Class A Common Stock issued outstanding Class B Common Stock Holders of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any the Company in the Business Combination and any Private Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one. Warrants — In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors of MCAC and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Warrants became exercisable 30 days The Warrants will expire five years Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption given after the warrants become exercisable (the “ 30- day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period commencing once the warrants become exercisable and ending three days before we send the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third day prior to the date on which the notice of redemption is sent to the holders of warrants. Rights initial Business Combination within the Combination Period, and the Company liquidated the funds held in the Trust Account, holders of Rights would not have received any of such funds for their rights, nor would they have received any distribution from the assets held outside of the Trust Account with respect to such rights, and the rights would have expired worthless. In connection with the closing of the Business Combination, the 9,200,000 Rights outstanding at the Closing Date converted into an aggregate of 920,000 shares of common stock.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2024
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION	NOTE 10 — STOCK-BASED COMPENSATION In October 2021, the Sponsor transferred 25,000 shares of Class B common stock to each of the three independent director nominees as compensation for their service on the board of directors of MCAC. If the director nominee does not become a director of the Company at the time of the IPO, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company (“the Triggering Event”), all of such purchaser’s shares shall be returned to Sponsor. As such, the service period for these awards will not start until the IPO date. Further, considering that in case the business combination does not occur these awards will be forfeited, it was deemed that the above terms result in the vesting provision whereby the share awards would vest only upon the consummation of a business combination or change of control event. As a result, any compensation expense in relation to these grants would be not recognized until the Triggering Event. As a result, the Company recorded no compensation expense for any periods through June 30, 2024. The fair value of the Founder Shares on the grant date was approximately $0.87 per share. The valuation performed by the Company determined the fair value of the shares on the date of grant by applying a discount based upon a) the probability of a successful IPO, b) the probability of a successful business combination, and c) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the awards amounted to approximately $65,000. Total unrecognized compensation expense related to unvested Founder Shares at June 30, 2024 and December 31, 2023 amounted to approximately $65,000 and was recognized at the Closing Date.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS The Company identified the following subsequent events, which have not been disclosed above. On August 5, 2024, the Company entered into that certain Membership Interest Purchase Agreement ( “DeliveryCircle Purchase Agreement”) by and between the Company and Vijaya Rao, an individual resident of the State of Delaware (“Seller”), for the purposes of the Company acquiring from Seller certain of the issued and outstanding equity securities of DeliveryCircle, LLC, a Delaware limited liability company (“DeliveryCircle”). DeliveryCircle is engaged in the business of providing dispatch and delivery services and related software. Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the DeliveryCircle Purchase Agreement. Pursuant to the DeliveryCircle Purchase Agreement, at the closing of the transactions contemplated therein, the Company purchased from the Seller certain membership interests in DeliveryCircle, comprising 842,157 Class A Units, 207,843 Class P Units and 3,063 Series A Units (the “Acquired Interests”), which represent issued and outstanding equity securities of DeliveryCircle comprising (i) forty-six percent (46.0%) of the equity interests in DeliveryCircle and (ii) fifty-seven percent (57.0%) of the voting interests in DeliveryCircle. In addition, in connection with the Company’s acquisition of the Acquired Interests, the Company will have the right to appoint four (4) out of the seven (7) voting members to DeliveryCircle’s board of directors. Pursuant to the DeliveryCircle Purchase Agreement, the Company has agreed to acquire the Acquired Interests for an amount up to $5,234,788.00, comprising: (i) $520,000.00 (the “Base Purchase Price”), plus (ii) the Contingent Value Amount, subject to adjustment as provided in the Purchase Agreement. The Base Purchase Price is due and payable to the Seller thirty (30) days after August 5, 2024. The Contingent Value Amount, in the aggregate amount of up to $4,715,430, is payable in annual Contingent Value Payments (as defined) at the end of each of the eight

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 1,413,237	$ (9,631,284)	$ (5,165,243)	$ (585,537)	$ (8,218,047)	$ (5,750,780)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Form 10-K as filed with the SEC on March 13, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity, equity and/or expense upon the completion of the Initial Public Offering. The fair value of the Representative Shares was accounted for as compensation under ASC 718, was included in the offering costs at the IPO date. In addition, under the guidance in Staff Accounting Bulletin 107 Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in offering costs amounts incurred by the Sponsor through the sale of Founder Shares to Anchor Investors on behalf of the Company (Note 5). The excess of the fair value of the Founder Shares was deemed a contribution from the Sponsor for offering costs and working capital.
Business Combination Costs	Business Combination Costs Costs incurred in relation to a potential business combination may include legal, accounting and other expenses. Any such costs are expensed as incurred. The Company incurred approximately $0.5 million and $1.1 million, respectively, of Business Combination costs for the three and six months ended June 30, 2024. The Company incurred approximately $0.1 million and $0.5 million, respectively, of Business Combination costs for the three and six months ended June 30, 2023.
Net Income (Loss) per share of Common Stock	Net Income (Loss) per share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC 260”). Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Common Stock outstanding during the period. The Company’s unaudited condensed consolidated statements of operations include a presentation of net income (loss) per share subject to possible redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Common Stock subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company deemed the fair value of the Class A Common Stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net income (loss) per share. The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted net income (loss) per share because the warrants were anti-dilutive as their exercise price was in excess of the average Class A common stock price over the periods presented. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for all periods presented. A reconciliation of net income per share is as follows for the three months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption Class A Class B Totals Allocation of undistributable income ​ ​ 1,051,993 ​ ​ 20,448 ​ ​ 340,796 ​ ​ 1,413,237 Net income to common stock ​ $ 1,051,993 ​ $ 20,448 ​ $ 340,796 ​ $ 1,413,237 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 7,099,792 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.15 ​ $ 0.15 ​ $ 0.15 ​ ​ — ​ ​ A reconciliation of net loss per share is as follows for the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption Class A Class B Totals Allocation of undistributable losses ​ ​ (6,132,517) ​ ​ (118,049) ​ ​ (1,967,481) ​ ​ (8,218,047) Net loss to common stock ​ $ (6,132,517) ​ $ (118,049) ​ $ (1,967,481) ​ $ (8,218,047) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 7,168,959 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.86) ​ $ (0.86) ​ $ (0.86) ​ ​ — ​ A reconciliation of net loss per share is as follows for the three months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption ​ Class A ​ Class B ​ Totals Allocation of undistributable losses ​ ​ (4,083,196) ​ ​ (61,248) ​ ​ (1,020,799) ​ ​ (5,165,243) Net loss to common stock ​ $ (4,083,196) ​ $ (61,248) ​ $ (1,020,799) ​ $ (5,165,243) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 9,200,000 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.44) ​ $ (0.44) ​ $ (0.44) ​ ​ — ​ A reconciliation of net loss per share is as follows for the six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption ​ Class A ​ Class B ​ Totals Allocation of undistributable losses ​ ​ (4,546,071) ​ ​ (68,191) ​ ​ (1,136,518) ​ ​ (5,750,780) Net loss to common stock ​ $ (4,546,071) ​ $ (68,191) ​ $ (1,136,518) ​ $ (5,750,780) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 9,200,000 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.49) ​ $ (0.49) ​ $ (0.49) ​ ​ — ​
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2024 and December 31, 2023, the assets held in the Trust Account were substantially held in a treasury trust fund investing in U.S. Treasury Bills and U.S. Treasury Notes. These securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividend and interest income in the accompanying unaudited condensed statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Cash and securities held in the Trust Account are comprised of securities held by a financial institution, which are insured by the Securities Investor Protection Corporation ("SIPC"), comprised of $250,000 coverage for cash and $250,000 for securities. The Company has not experienced losses on these accounts.
Share-Based Payment Arrangements	Share-Based Payment Arrangements The Company accounts for stock awards in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation,” which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock sold as part of the Initial Public Offering, features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. The redemption values as of June 30, 2024, includes $100,000 that can be used to pay any dissolution expenses, should a dissolution event occur. The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses to be paid from the interest earned in the trust account, up to $100,000, if and when a dissolution is deemed probable. The reconciliation of Class A common stock subject to possible redemption as of June 30, 2024 and December 31, 2023 is as follows: ​ ​ ​ ​ Gross proceeds from sale of Public Units $ 92,000,000 Less: Proceeds allocated to Public Warrants (Note 3) ​ ​ (1,613,009) Less: Proceeds allocated to Rights (Note 3) ​ ​ (4,301,659) Less: Proceeds allocated to underwriter’s overallotment option (Note 7) ​ ​ (52,147) Less: Issuance costs allocated to Class A common stock subject to possible redemption ​ ​ (8,139,659) Accretion to redemption value of Class A common stock subject to possible redemption ​ ​ 15,026,474 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned ​ ​ 848,637 Class A common stock subject to possible redemption as of December 31, 2022 ​ $ 93,768,637 Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments ​ ​ 2,491,431 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned ​ ​ 3,434,458 Less: Redemption of Class A common stock ​ ​ (20,961,169) Class A common stock subject to possible redemption as of December 31, 2023 ​ $ 78,733,357 Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments ​ ​ 1,933,695 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned ​ ​ 1,537,789 Less: Redemption of Class A common stock ​ ​ (2,567,092) Class A common stock subject to possible redemption as of June 30, 2024 ​ $ 79,637,749
Derivative Financial Instruments	Derivative Financial Instruments The Company issued warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. At the IPO date, the Public Warrants and Rights (see Note 3) and Private Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change. The Forward Purchase Agreement with Meteora entered into on December 31, 2022 resulted in Meteora holding a put option on shares to be purchased pursuant to the agreement, up to the maximum of 6,600,000. Pursuant to ASC 815, Derivatives and Hedging, this instrument meets the definition of a derivative and accordingly was recognized at fair value. The fair value of this put option liability was estimated at $26,360,000 and $18,370,000 at June 30, 2024 and December 31, 2023, respectively, assuming Meteora will purchase the maximum number of shares at the consummation of the Business Combination. The Forward Purchase Agreement liability resulted in the recognition of a $1,590,000 gain and a $7,990,000 loss on the change in fair value of Forward Purchase Agreement Liability in the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2024, respectively. The Forward Purchase Agreement liability resulted in the recognition of a $5,540,000 and $6,100,000 loss on the change in fair value of Forward Purchase Agreement Liability in the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account. The Forward Purchase Agreement liability was valued as of June 30, 2024 and December 31, 2023 using the Black-Scholes Option Pricing Model, assuming that Meteora will purchase the maximum number of shares of 6,600,000 at the business combination date, Meteora will receive $13.36 and $12.88 per share, respectively, upon the put option exercise and hold the shares until the end of its estimated contractual maturity period of 3.03 years and 3.25 years, respectively. The fair value of the resulting put option at June 30, 2024 and December 31, 2023, was adjusted for 98% and 80% probability of the completion of the Business Combination, respectively. Additionally, the valuation utilized a 50.5% and 41.7% volatility rate as of June 30, 2024 and December 31, 2023, respectively, and a 4.5% and 4.0% discount rate as of June 30, 2024 and December 31, 2023, respectively. As such, the Forward Purchase Agreement liability is considered to be a recurring Level 3 fair value measurement. The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three and six months ended June 30, 2024. ​ ​ ​ ​ ​ ​ Forward ​ ​ Purchase ​ ​ Agreement ​ ​ Liability Balance at January 1, 2024 ​ $ 18,370,000 Change in fair value of Forward Purchase Agreement Liability ​ ​ 9,580,000 Balance at March 31, 2024 ​ ​ 27,950,000 Change in fair value of Forward Purchase Agreement Liability ​ (1,590,000) Balance at June 30, 2024 ​ $ 26,360,000 ​ The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the three and six months ended June 30, 2023. ​ ​ ​ ​ ​ ​ ​ Forward ​ ​ Purchase ​ ​ Agreement ​ Liability Balance at January 1, 2023 $ 2,770,000 Change in fair value of Forward Purchase Agreement Liability ​ 560,000 Balance at March 31, 2023 ​ ​ 3,330,000 Change in fair value of Forward Purchase Agreement Liability ​ ​ 5,540,000 Balance at June 30, 2023 ​ $ 8,870,000 ​
Working Capital Loan	Working Capital Loan The Working Capital Loans (Note 5) are issued in the form of convertible notes. The embedded feature to convert the Working Capital Loans into Private Warrants at a price of $1.00 per warrant (the “Embedded Feature”) does not meet the definition of a derivative under ASC 815 and is not required to be accounted for separately, as it is eligible for the scope exception under ASC 815-10-15-74(a) related to contracts indexed to the Company’s own stock.
Due to Sponsor - related party	Due to Sponsor – related party The Due to Sponsor - related party balance as of June 30, 2024 totaled $128,460, of which $123,600 represents unpaid monthly administrative fees and $4,860 represents cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5). These funds will be remitted to the Sponsor in the normal course of business. The Due to Sponsor balance as of December 31, 2023 of $68,460 includes $63,600 in unpaid monthly administrative fees and $4,860 in cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5).
Income Taxes	Income Taxes The Company accounted for income taxes in accordance with ASC 740, “Income Taxes”. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of June 30, 2024 and December 31, 2023, the Company has not recorded any amounts related to uncertain tax positions. The Company is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Standards	Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements. Management does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s unaudited condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of net income (loss) per share	A reconciliation of net income per share is as follows for the three months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption Class A Class B Totals Allocation of undistributable income ​ ​ 1,051,993 ​ ​ 20,448 ​ ​ 340,796 ​ ​ 1,413,237 Net income to common stock ​ $ 1,051,993 ​ $ 20,448 ​ $ 340,796 ​ $ 1,413,237 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 7,099,792 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.15 ​ $ 0.15 ​ $ 0.15 ​ ​ — ​ ​ A reconciliation of net loss per share is as follows for the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption Class A Class B Totals Allocation of undistributable losses ​ ​ (6,132,517) ​ ​ (118,049) ​ ​ (1,967,481) ​ ​ (8,218,047) Net loss to common stock ​ $ (6,132,517) ​ $ (118,049) ​ $ (1,967,481) ​ $ (8,218,047) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 7,168,959 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.86) ​ $ (0.86) ​ $ (0.86) ​ ​ — ​ A reconciliation of net loss per share is as follows for the three months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption ​ Class A ​ Class B ​ Totals Allocation of undistributable losses ​ ​ (4,083,196) ​ ​ (61,248) ​ ​ (1,020,799) ​ ​ (5,165,243) Net loss to common stock ​ $ (4,083,196) ​ $ (61,248) ​ $ (1,020,799) ​ $ (5,165,243) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 9,200,000 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.44) ​ $ (0.44) ​ $ (0.44) ​ ​ — ​ A reconciliation of net loss per share is as follows for the six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ ​ ​ ​ redemption ​ Class A ​ Class B ​ Totals Allocation of undistributable losses ​ ​ (4,546,071) ​ ​ (68,191) ​ ​ (1,136,518) ​ ​ (5,750,780) Net loss to common stock ​ $ (4,546,071) ​ $ (68,191) ​ $ (1,136,518) ​ $ (5,750,780) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 9,200,000 ​ ​ 138,000 ​ ​ 2,300,000 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.49) ​ $ (0.49) ​ $ (0.49) ​ ​ — ​
Schedule of reconciliation of Class A common stock subject to possible redemption	The reconciliation of Class A common stock subject to possible redemption as of June 30, 2024 and December 31, 2023 is as follows: ​ ​ ​ ​ Gross proceeds from sale of Public Units $ 92,000,000 Less: Proceeds allocated to Public Warrants (Note 3) ​ ​ (1,613,009) Less: Proceeds allocated to Rights (Note 3) ​ ​ (4,301,659) Less: Proceeds allocated to underwriter’s overallotment option (Note 7) ​ ​ (52,147) Less: Issuance costs allocated to Class A common stock subject to possible redemption ​ ​ (8,139,659) Accretion to redemption value of Class A common stock subject to possible redemption ​ ​ 15,026,474 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned ​ ​ 848,637 Class A common stock subject to possible redemption as of December 31, 2022 ​ $ 93,768,637 Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments ​ ​ 2,491,431 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned ​ ​ 3,434,458 Less: Redemption of Class A common stock ​ ​ (20,961,169) Class A common stock subject to possible redemption as of December 31, 2023 ​ $ 78,733,357 Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments ​ ​ 1,933,695 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned ​ ​ 1,537,789 Less: Redemption of Class A common stock ​ ​ (2,567,092) Class A common stock subject to possible redemption as of June 30, 2024 ​ $ 79,637,749
Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ Forward ​ ​ Purchase ​ ​ Agreement ​ ​ Liability Balance at January 1, 2024 ​ $ 18,370,000 Change in fair value of Forward Purchase Agreement Liability ​ ​ 9,580,000 Balance at March 31, 2024 ​ ​ 27,950,000 Change in fair value of Forward Purchase Agreement Liability ​ (1,590,000) Balance at June 30, 2024 ​ $ 26,360,000 ​ ​ ​ ​ ​ ​ ​ Forward ​ ​ Purchase ​ ​ Agreement ​ Liability Balance at January 1, 2023 $ 2,770,000 Change in fair value of Forward Purchase Agreement Liability ​ 560,000 Balance at March 31, 2023 ​ ​ 3,330,000 Change in fair value of Forward Purchase Agreement Liability ​ ​ 5,540,000 Balance at June 30, 2023 ​ $ 8,870,000

ORGANIZATION, DESCRIPTION OF _2

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN - Nature of Operations and Business Combination (Details)						6 Months Ended
	Aug. 02, 2024 USD ($) D item $ / shares	Jul. 15, 2024 D	Jul. 12, 2024 USD ($) $ / shares shares	Jul. 10, 2024 USD ($) $ / shares shares	Jul. 02, 2024	Jun. 30, 2024 USD ($) item product $ / shares shares	Dec. 31, 2023 USD ($) shares
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of initial businesses combination minimum | item						1
Common stock, stock outstanding (in shares)						7,147,247
Redemption of class a common stock | $						$ 2,567,092
Amount held in trust account | $						$ 79,867,382	$ 78,702,824
Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Common stock, stock issued (in shares)				9,447,247
Common stock, stock outstanding (in shares)				9,447,247
Amount held in trust account | $				$ 37,993,476
Minimum percentage of common stock holders		10%
Registration period of resale of securities | D		30
Resale registration statement, effective | D		60
Second Amendment
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Term by which the period to consummate initial business combination shall be extended each time						1 month
Legacy ConnectM | Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Ratio applied to the exchange of shares			3.3213477
Number of shares issued as merger consideration			14,422,449
Legacy ConnectM Stock Options | Legacy ConnectM | Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Aggregate number of common shares			473,922
Class A common stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Common stock, stock issued (in shares)						7,147,247	7,376,125
Common stock, stock outstanding (in shares)							7,376,125
Class A common stock | Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Common stock, stock issued (in shares)				7,147,247
Common stock, stock outstanding (in shares)				7,147,247
Number of shares held by shareholders				6,954,105
Price per share which common stock redeemed | $ / shares				$ 11.36
Redemption of class a common stock | $				$ 37,400,000
Class B Common Stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Common stock, stock issued (in shares)						2,300,000	2,300,000
Common stock, stock outstanding (in shares)						2,300,000	2,300,000
Class B Common Stock | Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Common stock, stock issued (in shares)				2,300,000
Common stock, stock outstanding (in shares)				2,300,000
Meteora
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Maximum forward purchase transaction amount | $						$ 75,000
Warrant Rights | Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares issued to right holders			920,000
Warrant Rights | Meteora | Maximum
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Amount of indebtedness | $						25,000,000
Legacy ConnectM Warrants | Legacy ConnectM | Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Aggregate number of common shares			77,499
Forward Purchase Agreement Liability
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Maximum forward purchase transaction amount | $						75,000
Quarterly fee paid | $						$ 5,000
Share price | $ / shares						$ 0.05
Disposition of share price | $ / shares						0.03
Forward Purchase Agreement Liability | Meteora
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Estimated redemption price per share | $ / shares						$ 11.36
Estimated income and franchise taxes to be paid | $						$ 229,634
Minimum beneficial ownership percentage by Meteora on a post-merger pro forma basis						9.90%
Percentage of proceeds from sales equals to prepayment shortfall						100%
Minimum VWAP per share | $ / shares						$ 7.50
Threshold trading days						20 days
Threshold trading day period						30 days
Period after closing date						30 days
Trading day period prior to maturity date for calculating VWAP price per share						10 days
Number used to calculate product | product						3
Number of shares used to calculate product for consideration in shares						6,600,000
Minimum period for penalty shares to be freely tradable						45 days
Forward Purchase Agreement Liability | Meteora | Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares purchased from redeeming stockholders			3,288,466	3,288,466
Total price for purchase of common stock | $			$ 37,366,896
Initial price (in dollar per share) | $ / shares			$ 11.55
Prepayment amount | $			$ 36,993,228
Percentage of prepayment shortfall			1%
Amount of additional consideration | $			$ 462,000
Percentage of prepayment shortfall					120%
Share price considered for determination of settlement amount adjustment (in dollar per share) | $ / shares	$ 2
Share price considered for determination of settlement amount adjustment in the event of a Registration Failure (in dollar per share) | $ / shares	$ 2.50
Number of scheduled trading days | D	15
Number of local business days | D	10
Maximum percentage ownership of the total shares outstanding	9.90%
Percentage of reduction in prepayment shortfall	0.50%
Maximum number of days to provide written notice to request additional prepayment shortfall	45 days
Amount of additional shortfall request | $	$ 300,000
Recovery of an outstanding prepayment shortfall (as percentage)	120%
Number of trading days prior to as additional shortfall request | D	10
Number of times the value of current shares is greater than additional shortfall request | item	7
Number of trading days prior to the average daily value in additional shortfall request | D	10
Number of times the average daily value of shares is greater than additional shortfall request | item	7
Forward Purchase Agreement Liability | Meteora | Minimum
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
VWAP Triggered price per share | $ / shares						$ 5
Unsold share price if maturity consideration in cash | $ / shares						2
Unsold share price if maturity consideration in shares | $ / shares						$ 2
Forward Purchase Agreement Liability | Meteora | Maximum
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares to be issued						6,600,000
Unsold share price if maturity consideration in cash | $ / shares						$ 2.50
Unsold share price if maturity consideration in shares | $ / shares						$ 2.50

ORGANIZATION, DESCRIPTION OF _3

ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN - Additional information (Details)														3 Months Ended			6 Months Ended		18 Months Ended
	Jul. 12, 2024 USD ($) $ / shares shares	Jun. 11, 2024 USD ($)	May 10, 2024 USD ($)	May 07, 2024 USD ($) shares	Apr. 11, 2024 USD ($)	Mar. 11, 2024 USD ($)	Feb. 09, 2024 USD ($)	Jan. 08, 2024 USD ($)	Dec. 11, 2023 USD ($)	Nov. 09, 2023 USD ($)	Nov. 06, 2023 USD ($) shares	May 09, 2023 USD ($)	May 13, 2022 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Nov. 13, 2023	Aug. 13, 2023	Jun. 30, 2024 USD ($) item $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Aug. 11, 2023 USD ($)
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Exercise price of warrant (in dollars per share) | $ / shares														$ 1			$ 1		$ 1
Transaction Costs														$ 8,698,910			$ 8,698,910		$ 8,698,910
Underwriting fees														920,000			920,000		920,000
Deferred underwriting commissions payable to underwriter														3,680,000			3,680,000		3,680,000
Estimated fair value of representative share														622,882			622,882		622,882
Fair value of transferred units													$ 2,508,632	2,508,632			2,508,632		2,508,632
Other offering costs														967,396			967,396		967,396
Cash														230,045			230,045		230,045	$ 5,947
Shares subject to possible redemption, transaction costs														8,139,659			8,139,659		8,139,659
Investment of cash into Trust Account																	$ (1,933,695)	$ (920,000)
Investments maximum maturity term													185 days
Withdrew dividend and interest income earned from Trust Account																			271,406
Number of initial businesses combination minimum | item																	1
Threshold minimum aggregate fair market value of asset held in trust account (in percent)																	80%
Ownership interest to be acquired on post-transaction company																	50%
Minimum net tangible asset up on consummation of business combination trigger														5,000,001			$ 5,000,001		5,000,001
Maximum percentage of shares that can be redeemed without prior consent of the Company																	15%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)																	100%
Threshold period to complete business combination																	24 months
Extended period to consummate initial business combination															3 months	3 months
First Extension Payment												$ 920,000
Deferred credit - term extension fee funded by acquisition target company												$ 920,000		4,425,126			$ 4,425,126		4,425,126	$ 2,491,431
Deferred credit recognized for First Extension Payment																					$ 920,000
Deferred credit recognized for Second Extension Payment																					$ 920,000
Current extension period		1 month	1 month		1 month	1 month	1 month	1 month	1 month	1 month
Additional extension payment by connect		$ 315,416	$ 315,416		$ 325,715	$ 325,715	$ 325,715	$ 325,715	$ 325,715	$ 325,715
Amount withdrawn from the trust account														230,000			230,000		$ 230,000
Maximum amount of interest and dividends earned in trust account																	100,000
Redemption of investments in Trust Account for franchise taxes																	1,860,116
Aggregate of proceeds from sponsor														$ 65,030			$ 65,030
Exercise tax liability											$ 209,612
Class A Common Stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Common stock, par value (in dollars per share) | $ / shares														$ 0.0001			$ 0.0001		$ 0.0001	$ 0.0001
Purchase of shares | shares													138,000
Class A common stock subject to possible redemption
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares redeemed | shares				228,878							1,961,875
Value of common stock redeemed				$ 2,567,092							$ 20,961,169
Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Net cash, after deduction of expenses and disbursements	$ 218,329
Sponsor | Working capital loans
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Outstanding working capital loan														$ 1,239,457			$ 1,239,457		$ 1,239,457
Sponsor | Working capital loans | Subsequent events
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Exercise price of warrant (in dollars per share) | $ / shares	$ 11.50
Convertible debt amount	$ 750,000
Amount of warrants to purchase common stock | shares	750,000
Warrants | Class A Common Stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares issuable per warrant | shares														1			1		1	1
Exercise price of warrant (in dollars per share) | $ / shares														$ 11.50			$ 11.50		$ 11.50	$ 11.50
Public Warrants
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Warrants, transaction costs														$ 152,515			$ 152,515		$ 152,515
Warrant Rights
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of common shares unit | shares													1
Warrants, transaction costs														$ 406,736			$ 406,736		$ 406,736
Initial public offering
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of units sold | shares													9,200,000
Number of common shares unit | shares													0.10
Purchase price (in dollars per share) | $ / shares													$ 10
Proceeds from issuance initial public offering													$ 92,000,000
Estimated fair value of representative share													622,882
Cash													$ 923,563
Share price per unit | $ / shares													$ 10.10
Investment of cash into Trust Account													$ (92,920,000)
Initial public offering | Class A Common Stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares in a unit | shares													1
Common stock, par value (in dollars per share) | $ / shares													$ 0.0001
Initial public offering | Anchor investor
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Purchase price (in dollars per share) | $ / shares													$ 10
Number of shares issued | shares													600,000
Share price per unit | $ / shares													$ 0.009
Purchase of shares | shares													9,108,000
Initial public offering | Warrants
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Exercise price of warrant (in dollars per share) | $ / shares													$ 11.50
Initial public offering | Warrants | Class A Common Stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of warrants in a unit | shares													1
Number of shares issuable per warrant | shares													1
Initial public offering | Public Warrants
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of warrants in a unit | shares													1
Initial public offering | Public Warrants | Class A Common Stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares issuable per warrant | shares													1
Exercise price of warrant (in dollars per share) | $ / shares													$ 11.50
Private Placement | Private placement warrants | Class A Common Stock
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of shares issuable per warrant | shares													1
Private Placement | Private placement warrants | Sponsor
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Sale of Private Placement Warrants (in shares) | shares													3,040,000
Price of warrant (in dollars per share) | $ / shares													$ 1
Aggregate purchase price													$ 3,040,000
Over-allotment option
ORGANIZATION, DESCRIPTION OF BUSINESS, AND GOING CONCERN
Number of units sold | shares													1,200,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business combination costs	$ 500,000		$ 100,000		$ 1,100,000	$ 500,000
Redemption value of dissolution expenses	100,000				100,000
Estimated dissolution expenses paid from interest earned	$ 100,000				$ 100,000
Exercise price of warrants | $ / shares	$ 1				$ 1
Forward Purchase Agreement Liability
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gain (Loss) on change in fair value of Forward Purchase Agreement liability	$ (1,590,000)	$ 9,580,000	5,540,000	$ 560,000
Forward Purchase Agreement Liability | Level 3 | Volatility
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Measurement Input	50.5				50.5		41.7
Forward Purchase Agreement Liability | Level 3 | Discount Rate
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Measurement Input	4.5				4.5		4
Meteora
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units to be purchased pursuant to agreement | shares								6,600,000
Meteora | Level 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units to be purchased pursuant to agreement | shares	6,600,000				6,600,000		6,600,000
Meteora | Forward Purchase Agreement Liability
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value of put option					$ 26,360,000		$ 18,370,000
Gain (Loss) on change in fair value of Forward Purchase Agreement liability	$ 1,590,000		$ 5,540,000		$ (7,990,000)	$ (6,100,000)
Meteora | Forward Purchase Agreement Liability | Level 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Purchase price, per unit | $ / shares	$ 13.36				$ 13.36		$ 12.88
Estimated contractual maturity period					3 years 10 days		3 years 3 months
Percentage of completion of business combination					98%		80%

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of net income (loss) per share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses	$ 1,413,237	$ (5,165,243)	$ (8,218,047)	$ (5,750,780)
Net income (loss) to common stock	1,413,237	(5,165,243)	(8,218,047)	(5,750,780)
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses	1,051,993	(4,083,196)	(6,132,517)	(4,546,071)
Net income (loss) to common stock	$ 1,051,993	$ (4,083,196)	$ (6,132,517)	$ (4,546,071)
Weighted average shares outstanding, basic	7,099,792	9,200,000	7,168,959	9,200,000
Weighted average shares outstanding, diluted	7,099,792	9,200,000	7,168,959	9,200,000
Basic net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Diluted net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Class A Common Stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses	$ 20,448	$ (61,248)	$ (118,049)	$ (68,191)
Net income (loss) to common stock	$ 20,448	$ (61,248)	$ (118,049)	$ (68,191)
Weighted average shares outstanding, basic	138,000	138,000	138,000	138,000
Weighted average shares outstanding, diluted	138,000	138,000	138,000	138,000
Basic net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Diluted net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Class B Common Stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses	$ 340,796	$ (1,020,799)	$ (1,967,481)	$ (1,136,518)
Net income (loss) to common stock	$ 340,796	$ (1,020,799)	$ (1,967,481)	$ (1,136,518)
Weighted average shares outstanding, basic	2,300,000	2,300,000	2,300,000	2,300,000
Weighted average shares outstanding, diluted	2,300,000	2,300,000	2,300,000	2,300,000
Basic net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)
Diluted net income (loss) per share	$ 0.15	$ (0.44)	$ (0.86)	$ (0.49)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A Common Stock Subject to Possible redemption (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Less: Redemption of Class A common stock shares	$ (2,567,092)
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds from sale of Public Units			$ 92,000,000
Less: Proceeds allocated to Public Warrants			(1,613,009)
Less: Proceeds allocated to Rights			(4,301,659)
Less: Proceeds allocated to underwriter's overallotment option			(52,147)
Less: Issuance costs allocated to Class A common stock subject to possible redemption			(8,139,659)
Accretion to redemption value of Class A common stock subject to possible redemption			15,026,474
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned	1,537,789	$ 3,434,458	848,637
Balance at the beginning	78,733,357	93,768,637
Accretion to redemption value of Class A common stock subject to possible redemption due to extension payments	1,933,695	2,491,431
Less: Redemption of Class A common stock shares	(2,567,092)	(20,961,169)
Balance at the end	$ 79,637,749	$ 78,733,357	$ 93,768,637

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Level 3 liabilities (Details) - Forward Purchase Agreement Liability - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Changes in Level 3 liabilities
Fair value beginning balance	$ 27,950,000	$ 18,370,000	$ 3,330,000	$ 2,770,000	$ 18,370,000	$ 2,770,000
Change in fair value of Forward Purchase Agreement Liability	(1,590,000)	9,580,000	5,540,000	560,000
Fair value ending balance	$ 26,360,000	$ 27,950,000	$ 8,870,000	$ 3,330,000	$ 26,360,000	$ 8,870,000

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Due to Sponsor - related party (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Related party	$ 128,460	$ 68,460
Sponsor
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Related party	128,460	68,460
Sponsor | Unpaid monthly administrative service fees
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Related party	123,600	63,600
Sponsor | Cash collected in connection with sale of founder shares to anchor investors
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Related party	$ 4,860	$ 4,860

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares		6 Months Ended
	May 13, 2022	Jun. 30, 2024	Dec. 31, 2023
INITIAL PUBLIC OFFERING
Exercise price of warrants		$ 1
Class A common stock
INITIAL PUBLIC OFFERING
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Public Warrants
INITIAL PUBLIC OFFERING
Public warrants exercisable term after the completion of a business combination		30 days
Public warrants expiration term		5 years
Warrants
INITIAL PUBLIC OFFERING
Public warrants exercisable term after the completion of a business combination	30 days
Public warrants expiration term	5 years
Warrants | Class A common stock
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant		1	1
Exercise price of warrants		$ 11.50	$ 11.50
Initial public offering
INITIAL PUBLIC OFFERING
Number of units sold	9,200,000
Purchase price, per unit	$ 10
Number of rights in a unit	one
Number of common shares unit	0.10
Initial public offering | Class A common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Common stock, par value (in dollars per share)	$ 0.0001
Initial public offering | Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	1
Initial public offering | Public Warrants | Class A common stock
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Initial public offering | Warrants
INITIAL PUBLIC OFFERING
Exercise price of warrants	$ 11.50
Initial public offering | Warrants | Class A common stock
INITIAL PUBLIC OFFERING
Number of warrants in a unit	1
Number of shares issuable per warrant	1

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement - Private placement warrants	May 13, 2022 USD ($) $ / shares shares
Class A common stock
PRIVATE PLACEMENT
Number of shares per warrant	1
Sponsor
PRIVATE PLACEMENT
Warrants exercisable to purchase Class A ordinary shares	3,040,000
Price of warrants | $ / shares	$ 1
Aggregate purchase price | $	$ 3,040,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)				1 Months Ended
	May 13, 2022	May 10, 2022	Oct. 28, 2021	Oct. 31, 2021	Jun. 30, 2024	Dec. 31, 2023
RELATED PARTY TRANSACTIONS
Common stock, stock outstanding (in shares)					7,147,247
Related party					$ 128,460	$ 68,460
Class B common stock
RELATED PARTY TRANSACTIONS
Common shares, par value (in dollars per share)					$ 0.0001	$ 0.0001
Common stock, stock outstanding (in shares)					2,300,000	2,300,000
Sponsor
RELATED PARTY TRANSACTIONS
Related party					$ 128,460	$ 68,460
Sponsor | Class B common stock
RELATED PARTY TRANSACTIONS
Stock transferred to others				25,000
Founder shares
RELATED PARTY TRANSACTIONS
Common stock, stock outstanding (in shares)		2,300,000
Shares subject to forfeiture		300,000
Shares are no longer subject to forfeiture	300,000
Founder shares | Sponsor
RELATED PARTY TRANSACTIONS
Number of shares surrendered		575,000
Consideration of shares surrendered for cancellations		$ 0
Founder shares | Sponsor | Class B common stock
RELATED PARTY TRANSACTIONS
Issuance of Representative Shares				$ 25,000
Purchase price, per unit				$ 0.009
Number of shares issued				2,875,000
Common shares, par value (in dollars per share)				$ 0.0001
Number of shares surrendered		575,000
Consideration of shares surrendered for cancellations		$ 0
Common stock, stock outstanding (in shares)					2,300,000
Shares subject to forfeiture				300,000
Shares are no longer subject to forfeiture	300,000
Related party					$ 4,860	$ 4,860
Founder shares | Sponsor | Class B common stock | Independent directors
RELATED PARTY TRANSACTIONS
Stock transferred to others			25,000
Founder shares | Sponsor | Class B common stock | Anchor investor
RELATED PARTY TRANSACTIONS
Stock transferred to others	60,000
Founder shares | Sponsor | Class B common stock | Ten anchor investors
RELATED PARTY TRANSACTIONS
Stock transferred to others	600,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)		3 Months Ended	6 Months Ended
	Jul. 12, 2024	Jun. 30, 2024	Jun. 30, 2024	May 31, 2024	May 13, 2024	Dec. 31, 2023
RELATED PARTY TRANSACTIONS
Exercise price of warrants		$ 1	$ 1
Loan payable - related party		$ 65,030	$ 65,030
Related party		128,460	128,460			$ 68,460
Sponsor
RELATED PARTY TRANSACTIONS
Related party		128,460	128,460			68,460
Working capital loans | Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note		120,000	500,000
Maximum loans convertible into warrants		$ 1,500,000	$ 1,500,000
Debt instrument convertible conversion price		$ 1	$ 1
Convertible notes		$ 1,239,457	$ 1,239,457			739,457
Working capital loans | Sponsor | Subsequent events
RELATED PARTY TRANSACTIONS
Convertible notes	$ 489,457
Convertible debt amount	$ 750,000
Amount of warrants to purchase common stock	750,000
Exercise price of warrants	$ 11.50
Unsecured promissory note
RELATED PARTY TRANSACTIONS
Loan payable - related party		65,030	65,030			0
Unsecured promissory note | Subsequent events
RELATED PARTY TRANSACTIONS
Loan payable - related party	$ 65,030
Unsecured promissory note | Sponsor | First May 2024 Promissory Note
RELATED PARTY TRANSACTIONS
Principal amount					$ 40,000
Unsecured promissory note | Sponsor | Second May 2024 Promissory Note
RELATED PARTY TRANSACTIONS
Principal amount				$ 25,030
Administrative support agreement | Sponsor
RELATED PARTY TRANSACTIONS
Expenses per month			10,000
Expenses incurred		30,000	60,000
Related party		$ 123,600	$ 123,600			$ 63,600

CONVERTIBLE NOTES (Details)

CONVERTIBLE NOTES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Convertible note
CONVERTIBLE NOTES
Convertible notes	$ 445,000	$ 445,000

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
INCOME TAXES
Effective tax rate	(12.80%)	(4.40%)	(5.50%)	(8.10%)
Statutory Federal Tax	21%	21%	21%	21%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		6 Months Ended
	May 13, 2022 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) D $ / shares shares	Dec. 31, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
Cash underwriting discount per unit | $ / shares	$ 0.10
Payment of underwriter discount	$ 920,000
Deferred fee per unit | $ / shares		$ 0.40
Deferred underwriting commissions payable to underwriter		$ 3,680,000
Deferred underwriting fees payable		3,680,000	$ 3,680,000
Cash payable in discharge of underwriting fee		$ 500,000
Threshold days for payment of cash to underwriter | D		30
Percentage of gross proceeds		10%
Threshold days of trailing volume | D		5
Promissory note to underwriter
COMMITMENTS AND CONTINGENCIES
Principal amount		$ 3,180,000
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Underwriting option period	45 days
Number of units sold | shares	1,200,000
Underwriter | Class A common stock
COMMITMENTS AND CONTINGENCIES
Number of shares issued | shares		138,000
Forward Purchase Agreement Liability
COMMITMENTS AND CONTINGENCIES
Maximum forward purchase transaction amount		$ 75,000
Quarterly fee paid		$ 5,000
Share price | $ / shares		$ 0.05
Disposition of share price | $ / shares		$ 0.03
Additional fees and expenses paid		$ 75,000
Termination fees		$ 500,000

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

STOCKHOLDERS' EQUITY (DEFICIT_2

STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock (Details)		6 Months Ended
	May 10, 2022 USD ($) shares	Jun. 30, 2024 Vote $ / shares shares	Dec. 31, 2023 $ / shares shares	May 13, 2022 shares	Oct. 31, 2021 $ / shares shares	Oct. 06, 2021 shares
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, shares outstanding (in shares)		7,147,247
Percentage of founder shares	20%
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20%
Founder shares
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, shares outstanding (in shares)	2,300,000
Shares subject to forfeiture	300,000
Shares are no longer subject to forfeiture				300,000
Sponsor | Founder shares
STOCKHOLDERS' EQUITY (DEFICIT)
Number of shares surrendered	575,000
Consideration of shares surrendered for cancellations | $	$ 0
Class A common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, shares authorized (in shares)		100,000,000	100,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Common stock, votes per share | Vote		1
Common stock, shares issued (in shares)		7,147,247	7,376,125
Common stock, shares outstanding (in shares)			7,376,125
Class B common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, shares authorized (in shares)		10,000,000	10,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Common stock, votes per share | Vote		1
Common stock, shares issued (in shares)		2,300,000	2,300,000
Common stock, shares outstanding (in shares)		2,300,000	2,300,000
Class B common stock | Sponsor
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, shares issued (in shares)						2,875,000
Class B common stock | Sponsor | Founder shares
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value (in dollars per share) | $ / shares					$ 0.0001
Common stock, shares outstanding (in shares)		2,300,000
Number of shares surrendered	575,000
Consideration of shares surrendered for cancellations | $	$ 0
Shares subject to forfeiture					300,000
Shares are no longer subject to forfeiture				300,000
Class A common stock subject to possible redemption
STOCKHOLDERS' EQUITY (DEFICIT)
Number of shares subject to redemption		7,009,247	7,238,125

STOCKHOLDERS' EQUITY (DEFICIT_3

STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details)			6 Months Ended	12 Months Ended
	Jul. 12, 2024 shares	May 13, 2022	Jun. 30, 2024 D $ / shares shares	Dec. 31, 2023 $ / shares shares
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding			9,200,000	9,200,000
Exercise price of warrants | $ / shares			$ 1
Subsequent events
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding	9,200,000
Aggregate common stock	920,000
Class A common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Issue price per share | $ / shares			$ 9.20
Rights receive by each holder			0.1	0.1
Warrants
STOCKHOLDERS' EQUITY (DEFICIT)
Public warrants exercisable term after the completion of a business combination		30 days
Public warrants expiration term		5 years
Warrants | Class A common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Number of shares per warrant			1	1
Exercise price of warrants | $ / shares			$ 11.50	$ 11.50
Private placement warrants
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding			3,040,000	3,040,000
Public Warrants
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding			9,200,000	9,200,000
Issue price per share | $ / shares			$ 9.20
Percentage of gross proceeds on total equity proceeds			60
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)			115%
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares			$ 18
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)			180%
Public warrants exercisable term after the completion of a business combination			30 days
Public warrants expiration term			5 years
Redemption price per public warrant (in dollars per share) | $ / shares			$ 0.01
Minimum threshold written notice period for redemption of public warrants			30 days
Threshold trading days for redemption of public warrants | D			20
Threshold consecutive trading days for redemption of public warrants | D			30
Threshold number of business days before sending notice of redemption to warrant holders | D			3

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($)	1 Months Ended	6 Months Ended
	Oct. 31, 2021	Jun. 30, 2024	Dec. 31, 2023
Compensation expense		$ 0
Founder shares
Fair value on grant date (per share)		$ 0.87
Aggregate grant date fair value of the awards		$ 65,000
Total unrecognized compensation expense related to unvested founder shares		$ 65,000	$ 65,000
Sponsor | Class B common stock
Number of shares transferred (in shares)	25,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent events - DeliveryCircle LLC	Aug. 05, 2024 USD ($) Vote D Right shares
SUBSEQUENT EVENTS
Percentage of equity interests acquired	46%
Percentage of voting equity interests acquired	57%
Number of voting members | Right	4
Total number of voting members | Vote	7
Maximum amount of consideration to be transferred | $	$ 5,234,788
Amount of base purchase price | $	$ 520,000
Number of days from the date of agreement for the payment of base price | D	30
Aggregate amount of payable in annual contingent value payments | $	$ 4,715,430
Number of calendar days for payment of contingent consideration	8 years
Revenue growth percentage	20%
Percentage of EBITDA	37%
Class A Units
SUBSEQUENT EVENTS
Number of membership interests acquired | shares	842,157
Class P Units
SUBSEQUENT EVENTS
Number of membership interests acquired | shares	207,843
Series A Units
SUBSEQUENT EVENTS
Number of membership interests acquired | shares	3,063