Financial Analysis

NOTE 16: COMMITMENTS AND CONTINGENCIES Legal and regulatory proceedings The Company is subject to various routine litigation, legal proceedings, and regulatory matters, that arise in the ordinary course of its business. T he Company reviews its lawsuits, regulatory matters, and other legal proceedings on an ongoing basis and provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in these consolidated financial statements The Company accrues for potential liability arising from legal proceedings and regulatory matters when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. This determination is based upon currently available information for those proceedings in which the Company is involved, taking into account its best estimate of such losses for those cases for which such estimates can be made. The Companys estimate involve significant judgement, given the varying stages of proceedings (including issues regarding class certification and the scope of many of the claims), and the related uncertainty of the potential outcomes of these proceedings. In making determi …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 9: DEBT Debt consists of the following as of December 31: Description 2025 2024 Secured Promissory Notes $ 1,344,610 $ 4,250,000 Small Business Administration Loans 904,911 762,322 Paycheck Protection Program Loans 17,543 Promissory Note 144,985 79,000 Vehicle Notes 298,439 425,790 Seller Notes 1,097,869 1,434,959 Avanti Notes (Related Party) 279,076 179,910 Real Estate Promissory Note 370,000 370,000 Business Loan and Security Agreement 1,056,305 160,262 Sale of Future Receipts 518,388 856,150 Notes Payable 2,921,033 Total $ 8,935,616 $ 8,535,936 Less: debt discount and issuance costs (657,064) (212,772) Less: notes payable, current portion (7,098,279) (7,019,499) Notes payable, net of debt issuance costs and current portion $ 1,180,273 $ 1,303,665 The Company recorded the interest expense of $1,194,000 and $2,714,048 for the twelve months ending December 31, 2025, and December 31, 2024 respectively. The accrued interest as of December 31, 2025, and December 31, 2024 were $392,253 and $985,025 respectively. Secured Promissory Notes The Companys promissory notes have original maturity dates ranging between 2 and 36 months. The notes bear interest at rates ranging between 20% and 24%. For all secured promissory notes, the interest is charged at an annual simple rate. During September 2024, the Company entered into four note conversion agreements with four of the secured promissory note holders in which the Company converted the outstanding principal and interest on the se …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Year Ended December 31, 2025 Owned Service Managed Distributed Energy & Corporate and Network Solutions Logistics Transportation Renewables Strategic Assets Total United States $ 17,907,967 $ 3,126,238 $ 12,033,756 $ $ $ 33,067,961 Other $ 2,065,680 703,168 2,768,848 Total $ 17,907,967 $ 3,126,238 $ 12,033,756 $ 2,065,680 $ 703,168 $ $ 35,836,809 Year Ended December 31, 2024 Owned Service Managed Distributed Energy & Corporate and Network Solutions Logistics Transportation Renewables Strategic Assets Total United States $ 12,201,600 $ 4,429,995 $ 4,307,602 $ $ $ 20,939,197 Other 1,713,688 1,713,688 Total $ 12,201,600 $ 4,429,995 $ 4,307,602 $ 1,713,688 $ 22,652,885 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

NOTE 10: STOCK BASED COMPENSATION 2019 Equity Incentive Plan For periods prior to the reverse recapitalization (See Note 4), the 2019 Plan as approved by the board of directors (the Board), permitted the granting of stock options (including both nonqualified stock options and incentive stock options) to directors, executive officers, employees, consultants, advisors, independent contractors and other service providers of the Company, who, in the opinion of the Board, are in a position to make a significant contribution to the success of the Company. As of December 31, 2025, there were 473,922 shares of the Companys common stock authorized for issuance under the 2019 Plan. Legacy Options converted into an option to purchase a number of shares of Company common stock equal to the product of the number of shares of Legacy ConnectM common stock and the Exchange Ratio at an exercise price per share equal to the exercise price of the Legacy Option divided by the Exchange Ratio. Each exchanged option is governed by the same terms and conditions applicable to the Legacy Option prior to the Business Combination. No further grants can be made under the 2019 Plan. The option exercise price for all grantees equals the stocks estimated fair value on the date of the grant, after giving effect to the Exchange Ratio. The Board determined the fair value of common stock at the time of grant by considering a number of objective and subjective factors, including independent third-party valuation …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

NOTE 12: FAIR VALUE MEASUREMENTS The following table sets forth by level, within the fair value hierarchy, the Companys assets and liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2025: Level I Level II Level III Total Assets Forward purchase agreement $ $ $ $ Total assets $ $ $ $ Liabilities Derivative liabilities $ $ $ 234,389 $ 234,389 3(a)(10) Settlement Agreement 3,634,000 3,634,000 Contingent consideration 1,771,390 1,771,390 Convertible debt 5,321,303 5,321,303 Total liabilities $ $ $ 10,961,082 $ 10,961,082 The following table sets forth by level, within the fair value hierarchy, the Companys liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2024: Level I Level II Level III Total Assets Forward purchase agreement $ $ $ 1,471,000 $ 1,471,000 Total assets $ $ $ 1,471,000 $ 1,471,000 Liabilities Derivative liabilities $ $ $ 4,229,478 $ 4,229,478 Contingent consideration 434,174 434,174 Convertible debt 8,542,323 8,542,323 Total liabilities $ $ $ 13,205,975 $ 13,205,975 The Company did not make any transfers into or out of Level 3 of the fair value hierarchy during the years ended December 31, 2025 and 2024. The following table provides a reconciliation of our assets and liabilities measured at fair value using Level 3 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NOTE 6: GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 were as follows: Owned Service Network Logistics Total Balance as at January 1, 2024 $ 2,246,619 $ $ 2,246,619 Acquisitions 259,347 790,451 1,049,798 Impairment (1,568,309) (1,568,309) Balance as at December 31, 2024 937,657 790,451 1,728,108 Acquisitions 3,488,680 3,488,680 Impairment Balance as at December 31, 2025 $ 4,426,337 $ 790,451 $ 5,216,788 Goodwill is not amortized but is tested for impairment at least annually, or more frequently if events occur or circumstances change that indicate the carrying amount of the related reporting unit may not be recoverable. For the year ended December 31, 2025, goodwill was recognized in connection with the Companys acquisition of Air Temp Service Co., Inc. (ATS) and Solar Energy Systems of Brevard, Inc. (SESB). ASC 350, Intangibles - Goodwill provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the one-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qu …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 14: INCOME TAXES Our income before provision for (benefit from) income taxes for the year ended December 31, 2025 and 2024 was as follows (in thousands): Years ended December 31, 2025 2024 United States $ (17,253,473) $ (22,162,510) Foreign 1,179,715 (345,698) Loss before income tax expense $ (16,073,758) $ (22,508,208) A provision for (benefit from) income taxes of $(16,086), and $0 has been recognized for the years ended December 31, 2025 and 2024, respectively. The components of the provision for income taxes for the years ended December 31, 2025 and 2024 consisted of the following (in thousands): Years ended December 31, 2025 2024 Current Federal $ $ State Foreign Total Current Deferred Federal State Foreign (16,086) Total Deferred (16,086) Total income taxes $ (16,086) $ In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures by requiring more granular disaggregation in the effective tax rate (ETR) reconciliation and providing expanded information regarding income taxes paid, categorized by jurisdiction. The Company adopted the provisions of ASU 2023-09 on a prospective basis effective January 1, 2025. For the Years ended December 31, 2025 Amount ($) Percentage Income Tax Expense (Benefit) at statutory federal rate (3,375,489) 21.0 % Foreign Tax Effects: India: Non-taxable bargain purchase gain (445,427) 2.7 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently issued accounting pronouncements, adopted In August 2020, ASU 2020-06, Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entitys Own Equity (Subtopic 815-40) (ASU 2020-06), to simplify accounting for certain financial instruments. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entitys own equity to reduce from-over-substance-based accounting conclusions. The Company adopted ASU 2020-06 effective January 1, 2024, and the adoption of this guidance did not have a significant impact on the Companys consolidated financial statements. In November 2023, the FASB issued ASU No. 202307, Segment ReportingImprovements to Reportable Segment Disclosures. ASU 2023-07 requires entities to disclose significant segment expense categories and amounts for each reportable segment and is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 effective January 1, 2024, and the adoption of this guidance did not have a significant impact on the Companys consolidated financial statements. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures- In December 2023, the FASB issued this ASU to update income tax disclosure requirements, primarily related to the income tax rate reconciliation and income taxes paid information. The Company …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 15: RELATED PARTY TRANSACTIONS Certain Relationships and Related Person Transactions The following is a description of certain relationships and transactions that exist or have existed or that the Company has entered into, in each case since January1, 2024, with its directors, executive officers, or stockholders who are known to the Company to beneficially own more than tenpercent of its voting securities and their respective affiliates and immediate family members. Sponsor of MCAC In connection with the closing of the Business Combination, the Company assumed unsecured promissory notes totaling approximately $555,000 that are non-interest bearing and due on demand and advances totaling approximately $132,000 that are non-interest bearing and due on demand with the Sponsor of MCAC. During September 2024, the Company entered into a note conversion agreement with the Sponsor of MCAC in which the Company converted the outstanding principal on unsecured promissory notes and certain other liabilities owed to the note holders into shares of the Companys common stock at a conversion price of $2.00 per share with a one-time share reset adjustment, subject to shareholder approval and a maximum aggregate ownership amount of 19.99% for each individual lender. In connection with these agreements, approximately $555,000 of unsecured promissory notes and approximately $132,000 of accounts payable and accrued expenses were extinguished in exchange for the issuance of 343,248 shares of …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 18: REVENUE The following table summarizes disaggregated revenue information by geographic area based upon the customers country of domicile: Year Ended December 31, 2025 2024 United States $ 33,067,961 $ 20,939,197 India $ 2,768,848 1,713,688 35,836,809 22,652,885 The following table summarizes disaggregated revenue information by nature of revenue and timing of revenue recognition: Year Ended December 31, 2025 2024 Product revenue Revenue recognized at a point in time (1) $ 2,982,373 $ Total product revenue 2,982,373 Service revenue Revenue recognized over a period of time (2) 32,854,436 22,652,885 Total service revenue 32,854,436 22,652,885 Total revenue $ 35,836,809 $ 22,652,885 (1) Product revenue consists of (i) sales of ConnectM-branded heat pump products to customers, including under specific distribution agreements such as with Greentech Renewables, for which revenue is recognized at a point in time when control transfers to the customer, generally upon delivery, and (ii) sales of 4G telematics hardware units with embedded software to original equipment manufacturers (OEMs), for which revenue is recognized at a point in time upon transfer of control in accordance with the applicable International Commercial Terms (Incoterms) described in the respective contracts. (2) Service revenue consists of (i) installation and maintenance services for solar energy systems and HVAC solutions across customers, (ii) logistics and delivery services provided through DeliveryCirc …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

NOTE 19: REPORTABLE SEGMENTS The Companys operations are organized into six reporting segments: Owned Service Network, Managed Solutions, Distributed Energy & Renewables, Transportation, Logistics, and Corporate & Strategic Assets. The structure is designed to allow the Company to evaluate the performance of its different solutions offerings, provide improved service and drive future growth in a cost-efficient manner. Selected information by reportable segment is presented in the following tables: * The Corporate & Strategic Assets segment encompasses corporate-level operations and the Companys investment in Geo Impex India Private Limited, which holds an approximately 76-acre land parcel near Chatrapur, Odisha, India approved for development into a multimodal logistics park and AI-enabled data center campus. This segment did not generate revenue during the periods presented. Segment assets consist primarily of the carrying value of the Geo Impex landholding and related development rights, together with corporate cash and other assets not attributable to the Companys other operating segments. ** Distributed Energy & Renewables includes revenue of $575,292 and cost of revenue of $537,723 allocated from ConnectM India (Transportation segment) related to installation and commissioning projects. Year Ended December 31, 2025 Owned Service Network Managed Solutions Logistics Transportation Distributed Energy & Renewables Corporate and Strategic Assets* Total Rev …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reclassifications: Certain prior period amounts have been reclassified to conform to the current year presentation. Emerging growth company: The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of financial assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estima …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 20: SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below or within these consolidated financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in these consolidated financial statements. Non-Cash Asset Agreement On January 1, 2026, the Company transferred all HVAC business assets and operations conducted under the Air Temp Service Co. trade name to A.T.S. Heating & Cooling LLC (ATS LLC), a New Jersey limited liability company, pursuant to a Non-Cash Business Asset Transfer Agreement. The transaction involved no cash consideration. ATS LLC did not assume any pre-existing liabilities of the Company, and all obligations arising prior to the Effective Date remain solely with the Company. The Company retained a 1% non-voting, non-distributing equity interest in ATS LLC solely for participation in a shared health benefits arrangement, and is entitled to 2% of net proceeds should ATS LLC be sold within 24 months of the Effective Date. The Company is subject to a five-year non-compete covenant within ATS LLCs service territories. Management does not expect this transaction to have a material adverse effect on the Companys ongoing operations. Minority investment in Sun Solar On January 5, 2026, the Company …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

NOTE 4: ACQUISITIONS ATS and SESB acquisitions On April 28, 2025, the Company entered into a stock purchase agreement with W4 Partners LLC (the Seller), for the purposes of acquiring from the Seller all of the issued and outstanding equity securities of Air Temp Service Co, Inc. (ATS) and Solar Energy Systems of Brevard, Inc (SESB) in exchange for the issuance of 2,200,000 shares of the Companys common stock. Per the terms of the stock purchase agreement, if the Company was delisted from the NASDAQ exchange within 90 days of closing, the Company was required to issue an additional 2,700,000 shares of the Companys common stock. The total fair value of the 4,900,000 shares of the Companys common stock issued as consideration to the Seller was approximately $3,141,000, as determined using the closing share price on the date of agreement on April 28, 2025. Of the total purchase consideration of $3,141,000, $2,124,000 was allocated to ATS and $1,017,000 to SESB, with the allocation determined based on the relative annualized revenues of the two businesses. ATS is engaged in the business of the maintenance, repair, installation and sale of residential and commercial heating and cooling systems and other products and related services and SESB is engaged in the business of the maintenance, repair, installation and sale of solar heating systems and related services. Prior to the closing of this acquisition, both ATS and SESB were customers in the Companys Managed Solutions reporting s …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 12: COMMITMENTS AND CONTINGENCIES Legal and regulatory proceedings The Company is subject to various routine litigation, legal proceedings, and regulatory matters, that arise in the ordinary course of its business. The Company reviews its lawsuits, regulatory matters, and other legal proceedings such matters on an ongoing basis and provides disclosure and records loss contingencies in accordance with the loss contingencies applicable accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. The Companys assessment involves significant judgment, given the varying stages of proceedings and the related uncertainty of potential outcomes. In making determinations, the Company considers factors including, but not limited to, the nature of the claims, experience with similar matters, jurisdiction, input from outside counsel, likelihood of alternative resolution, current status, and damages sought or demands made. Estimates may change from time to time, and actual losses could differ from current estimates. As of June 30, 2025 and December 31, 2024, there are no matters for which a reserve is required. Florida Solar acquisition litigation (Zrallack and RJZ Holdings LLC v. Aur …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 8: DEBT Sale of future receipts In March 2025, the Company entered into a payment agreement to extinguish the balance owed on the September 2024 Sale of Future Receipts (SFR) Agreement of approximately $69,000 for a cash payment of $25,000. The Company paid the amount in full during March 2025 and accounted for the payment agreement as an extinguishment of the September 2024 SFR Agreement and recorded approximately $12,000 as a gain on extinguishment on the accompanying unaudited condensed consolidated statement of operations and comprehensive loss. In March 2025, the Company was issued a stipulation of settlement from the Supreme Court of the State of New York, County of Sullivan, under which it was required to pay $30,000 to settle the balance owed on the November 2024 SFR Agreement of approximately $53,000, including principal and accrued interest. The Company paid the amount in full during May 2025 and accounted for the payment agreement as an extinguishment of the November 2024 SFR Agreement and recorded approximately $2,000 as a gain on extinguishment on the accompanying unaudited condensed consolidated statement of operations and comprehensive loss. On April 28, 2025, in connection with the acquisitions of SESB and ATS, the Company assumed (i) a commercial term loan at ATS with an outstanding balance of approximately $147,000, and (ii) a sales-of-future-receipts (merchant cash advance) obligation at SESB with an outstanding balance of approximately $48,000. These …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 United States $ 7,734,601 $ 4,580,577 $ 15,988,957 $ 9,673,721 India 776,890 428,547 $ 1,510,877 709,310 Three Months Ended June 30, 2025 Owned Service Network Managed Solutions Logistics Transportation Corporate Total United States $ 4,250,867 $ 608,951 $ 2,874,783 $ $ $ 7,734,601 Other 194,359 $ 582,531 $ 776,890 Total $ 4,445,226 $ 608,951 $ 2,874,783 $ 582,531 $ $ 8,511,491 Three Months Ended June 30, 2024 Owned Service Network Managed Solutions Logistics Transportation Corporate Total United States $ 3,023,393 1,554,784 2,400 $ 4,580,577 Other 428,547 428,547 Total $ 3,023,393 $ 1,554,784 $ $ 430,947 $ 5,009,124 Six Months Ended June 30, 2025 Owned Service Network Managed Solutions Logistics Transportation Corporate Total United States $ 8,211,425 $ 2,365,319 $ 5,412,213 $ $ $ 15,988,957 Other 481,342 1,029,535 1,510,877 Total $ 8,692,767 $ 2,365,319 $ 5,412,213 $ 1,029,535 $ $ 17,499,834 Six months ended June 30, 2024 Owned Service Network Managed Solutions Logistics Transportation Corporate Total United States $ 6,784,511 2,864,500 24,710 9,673,721 Other 709,310 709,310 Total $ 6,784,511 $ 2,864,500 $ $ 734,020 $ 10,383,031 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

NOTE 18: STOCK-BASED COMPENSATION During May and June 2025, the Company issued 585,000 shares of our common stock to certain advisers with a fair value of approximately $133,000, as determined on the issuance date using the reported closing share price. Further, the Company issued 1,622,222 shares of our common stock to its directors and employees as consideration for past services performed with a fair value of approximately $372,000, as determined on the issuance date using the reported closing share price. The stock awards issued to date have been one-time grants made without any associated vesting requirements.

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock

NOTE 10: FAIR VALUE MEASUREMENTS The following table sets forth by level, within the fair value hierarchy, the Companys liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of June 30, 2025: Level I Level II Level III Total Assets Forward purchase agreement $ $ $ $ Total assets $ $ $ $ Liabilities Derivative liabilities $ $ $ 3,061,948 $ 3,061,948 3(a)(10) Settlement Agreement 3,645,042 3,645,042 Contingent consideration * 434,174 434,174 Convertible debt 7,195,476 7,195,476 Total liabilities $ $ $ 14,336,640 $ 14,336,640 *A portion of contingent consideration totaling $259,553 that was recognized on the balance sheet as of June 30, 2025 has crystallized. Because it is no longer subject to fair value measurement, it is excluded from the table above. The following table sets forth by level, within the fair value hierarchy, the Companys assets and liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2024: Level I Level II Level III Total Assets Forward purchase agreement $ $ $ 1,471,000 $ 1,471,000 Total assets $ $ $ 1,471,000 $ 1,471,000 Liabilities Derivative liabilities $ $ $ 4,229,478 $ 4,229,478 Contingent consideration * 434,174 434,174 Convertible debt 8,542,323 8,542,323 Total liabilities $ $ $ 13,205,975 $ 13,205,975 *A portion of continge …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NOTE 15: INCOME TAXES We determine the interim tax benefit (provision) by applying an estimate of the annual effective tax rate to the year-to-date pretax book income (loss) and adjusting for discrete items during the reporting period, if any. Tax jurisdictions with losses for which tax benefits cannot be realized, as well as significant unusual or infrequently occurring items that are separately reported, are excluded from the annual effective tax rate. Our tax rate for the three and six months ended June 30, 2025 of 21% was in line with the federal statutory rate of 21% and overall was impacted by the effect of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions. While our tax rate for the three and six months ended June 30, 2024 of 21% was in line with the federal statutory rate of 21%, it was overall impacted by the effect of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, U.S. taxation of foreign earnings including GILTI (Global Intangible Low Taxed Income) tax, net of Section 250 deduction (largely driven by research and development capitalization), Subpart F income, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax p …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently issued accounting pronouncements, not yet adopted ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative (ASU 2023-06) incorporates several disclosure and presentation requirements currently residing in SEC Regulation S-X and S-K into the ASC. The amendments are applied prospectively and are effective when the SEC removes the related requirements from Regulation S-X and S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its disclosures. ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (ASU 2024-02) updates accounting standards for revenue recognition (ASC 606), lease accounting (ASC 842), and impairment of long-lived assets (ASC 360). ASU 2024-02 provides enhanced guidance for estimating variable consideration, accounting for contract modifications, determining lease terms, and simplifying impairment testing for long-lived assets. It also introduces increased disclosure requirements for financial instruments and derivatives. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures. In December 2023, the Financial Accounting …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 11: RELATED PARTY TRANSACTIONS Certain Relationships and Related Person Transactions The following is a description of certain relationships and transactions that exist or have existed or that the Company has entered into, in each case since January1, 2024, with its directors, executive officers, or stockholders who are known to the Company to beneficially own more than fivepercent of its voting securities and their respective affiliates and immediate family members. Sponsor of MCAC In connection with the closing of the Business Combination, the Company assumed unsecured promissory notes totaling approximately $555,000 that are non-interest bearing and due on demand and advances totaling approximately $132,000 that are non-interest bearing and due on demand with the Sponsor of MCAC. During September 2024, the Company entered into a note conversion agreement with the Sponsor of MCAC in which the Company converted the outstanding principal on unsecured promissory notes and certain other liabilities owed to the note holders into shares of the Companys common stock at a conversion price of $2.00 per share with a one-time share reset adjustment, subject to shareholder approval and a maximum aggregate ownership amount of 19.99% for each individual lender. In connection with these agreements, approximately $555,000 of unsecured promissory notes and approximately $132,000 of accounts payable and accrued expenses were extinguished in exchange for the issuance of 343,248 shares of …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 14: REVENUES The following table summarizes disaggregated revenue information by geographic area based upon the customers country of domicile: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 United States $ 7,734,601 $ 4,580,577 $ 15,988,957 $ 9,673,721 India 776,890 428,547 $ 1,510,877 709,310 As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations, as our contracts have an original expected duration of less than one year. Contract Assets Contract assets consist of work in process for unrecognized revenue. The following table summarizes the contract asset activity for the six months ended June 30, 2025 Balance as of December 31, 2024 $ 206,750 Net change during the six months ended June 30, 2025 (22,227) Balance as of June 30, 2025 $ 184,523 …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

NOTE 17: REPORTABLE SEGMENTS The Companys operations are organized into four reporting segments: Owned Service Network, Managed Solutions, Logistics and Transportation. The structure is designed to allow the Company to evaluate the performance of its different solutions offerings, provide improved service and drive future growth in a cost-efficient manner. Selected information by reportable segment is presented in the following tables: Three Months Ended June 30, 2025 Owned Service Network Managed Solutions Logistics Transportation Corporate Total Revenues $ 4,445,226 608,951 2,874,783 582,531 $ 8,511,491 Cost of revenue 2,535,577 395,187 2,162,027 445,823 5,538,614 Selling, general and administrative expenses Facility costs 27,977 17,073 20,320 9,701 75,071 Insurance expenses 103,046 11,163 12,559 201 113,029 239,998 Marketing expenses 422,126 32,344 (916) 116 344,267 797,937 Operational expenses 788,899 76,179 24,875 65,468 1,607,528 2,562,949 Compensation and related benefits 1,345,344 141,008 554,308 30,722 175,287 2,246,669 Travel & entertainment (6,323) 12,347 16,968 6,808 44,294 74,094 Vehicle expenses 153,818 6,719 10,694 171,231 Depreciation 117,635 9,927 20,783 6,381 154,726 Amortization 36,676 (67,513) 322 (30,515) Total selling, general and administrative expenses 2,989,198 306,760 540,281 144,418 2,311,503 6,292,160 Loss on impairment (Loss) income from operations (1,079,549) (92,996) 172,475 (7,710) (2,311,503) (3,319,283) Other (expense) income, net $ 2,728 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no significant changes to the accounting policies during the six months period ended June 30, 2025, as compared to the significant accounting policies described in Note 3 of the Notes to Consolidated Financial Statements in the Companys audited consolidated financial statements included in the Companys latest Annual Report on Form 10-K for the year ended December 31, 2024 and 2023, as filed with the SEC on August 4, 2025. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts financial assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ s …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 19: SUBSEQUENT EVENTS The Company has evaluated subsequent events from June 30, 2025 through the date these interim financial statements were issued, in accordance with ASC 855, Subsequent Events. No events were identified that require adjustment to the accompanying financial statements. All subsequent events identified are non-recognized subsequent events. Convertible note agreement issuances From July 1, 2025 to date of filing, the Company entered into five convertible note agreements in exchange for aggregate gross proceeds of $1,900,000 with four lenders (the Q3 2025 Convertible Note). The Q3 2025 Convertible Note bears interest at a rate of 20.0% per annum and matures 210 days from the agreement date. The Q3 2025 Convertible Note is convertible any time before the maturity date at the option of the holder into shares of the Companys common stock at a conversion price equal to the lower of (i) $0.25 or (ii) the quotient obtained by dividing (x) the sum of the principal and accrued by unpaid interest by (y) 90.0% of the VWAP on the primary trading market of the Companys common stock the three trading day period immediately preceding the measurement date. The number of shares issuable upon conversion is determined by dividing the sum of the outstanding principal and accrued interest by the conversion price. Reverse stock split On April 11, 2025, the Company held a special meeting of shareholders. The shareholders voted to approve a reverse stock split and issuance of u …

SubsequentEventsTextBlock · excerpt; the full note is in the filing