Material Agreement, Asset Transaction, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Sun Solar LLC Acquisitions Agreement

On January 5, 2026, ConnectM Technology Solutions, Inc. (the "Company") entered into and consummated an Acquisition Agreement (the "Acquisition Agreement") by and among the Company, Sun Solar LLC, a Missouri limited liability company ("Sun Solar"), and Caleb Arthur ("Arthur").

Prior to entry into the Acquisition Agreement, Arthur owned 100% of the membership interests of Sun Solar. At the Closing, Arthur assigned 400,000 units of Sun Solar, representing 40% of the 1,000,000 LLC membership interest of Sun Solar to the Company. In exchange, the Company issued to Mr. Arthur or his assignees 15,000,000 shares of common stock of the Company, par value $0.0001 (the "Payment Shares").

The Acquisition Agreement contains customary representations, warranties, and covenants, including interim operating restrictions, no-shop provisions, obligations to obtain required approvals and consents, and reciprocal indemnification provisions subject to negotiated survival, basket and cap limitations. Arthur represented that he is an accredited investor acquiring the Payment Shares for investment purposes.

The foregoing summary of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets

On January 5, 2026, the Company completed the transaction described under Item 1.01, which is incorporated herein by reference. Pursuant to the Sun Solar LLC Acquisitions Agreement, the Company acquired 40% of the LLC membership interest of Sun Solar and in exchange issued the Payment Shares to Mr. Arthur or his assignees.

Item 3.02 Unregistered Sales of Equity Securities.

Payment Shares

The information set forth in Items 1.01 with respect to the issuance of the Payment Shares and the Exchange Shares is incorporated herein by reference.

On January 5, 2026, the Company issued 15,000,000 shares of common stock of the Company to Mr. Arthur or his assignees in connection with the Acquisition Agreement. The issuance was made in a private placement transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) and Regulation D thereunder. Mr. Arthur represented that he is an accredited investor and is acquiring the securities for investment purposes and not with a view to distribution. Appropriate restrictive legends and transfer limitations will be applied.

Issued and Outstanding Stock

Following the issuance noted in this Item 3.02, as of January 5, 2026, the Company had 168,255,345 shares of common stock issued and outstanding.