Item 1.01
Entry into a Material Definitive Agreement.
The sole purposes of this Amendment No.
1 to the Current Report on Form 8-K (this “Current Report”) filed by M III Acquisition Corp. on November 3,
2017 (the “Original 8-K”) are to (i) correct the execution date of the Voting Agreement, dated as of November 3,
2017 (the "Voting Agreement"), by and among M III Sponsor I LLC and M III Sponsor I LP (together,
the "Sponsors") and Infrastructure and Energy Alternatives, LLC ("IEA LLC"), which was incorrectly
referenced as of November 2, 2017 in the Original 8-K, (ii) file as an exhibit the Agreement and Plan of Merger (the
“Merger Agreement”), dated November 3, 2017, by and among the Company, IEA Energy Services LLC
(“IEA”), Wind Merger Sub I, Inc., Wind Merger Sub II, LLC, IEA LLC, Oaktree Power Opportunities Fund III
Delaware, L.P. (“Oaktree”) solely in its capacity as the seller’s representative and, solely for purposes
of certain sections therein, the Sponsors and (iii) file as an exhibit the Voting Agreement. The Merger Agreement and
the Voting Agreement are filed herewith as Exhibits 2.1 and 10.1, respectively. The disclosure provided under Item 1.01
of the Original 8-K is incorporated herein by reference.
Additional Information
The proposed transaction will be submitted to
stockholders of the Company for their approval. In connection with that approval, the Company will file with the Securities and
Exchange Commission (“SEC”) a proxy statement containing information about the proposed transaction and the respective
businesses of the Company and IEA. Stockholders are urged to read the proxy statement when it becomes available because it will
contain important information. Stockholders will be able to obtain a free copy of the proxy statement, as well as other filings
containing information about the Company, without charge, at the SEC’s website (
www.sec.gov
) or by calling 1-800-SEC-0330.
Copies of the proxy statement and other filings with the SEC can also be obtained, without charge, by directing a request to M
III Acquisition Corp., 3 Columbus Circle, 15
th
Floor, New York, NY 10019, (212) 716-1491.
The Company, IEA and their respective directors
and executive officers may be deemed to be participants in the solicitations of proxies from the Company’s stockholders in
respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in
its Form 10-K filed with the SEC on March 30, 2017. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be contained in the proxy statement when it becomes available.
This Current Report, including the exhibits
hereto, may include forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current Report and the
exhibits hereto that address activities, events or developments that the Company, IEA and/or Oaktree expects or anticipates will
or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as “believe”
and “expect”. These statements are based on certain assumptions and analyses made by the Company, IEA and/or Oaktree
in light of its experience and its perception of historical trends, current conditions and expected future developments as well
as other factors it believes are appropriate in the circumstances. Actual results may differ materially from those expressed herein
and in the exhibits hereto due to many factors such as, but not limited to, the ability to satisfy closing conditions for the proposed
transaction, including stockholder and other approvals, the financial performance of IEA, competition within the engineering, procurement
and construction industry and from competing technologies, IEA’s ability to identify and complete future acquisitions, the
ability of the combined company to meet the NASDAQ’s listing standards, including having the requisite number of stockholders,
and the risks identified in the Company’s prior and future filings with the SEC (available at www.sec.gov), including
the proxy statement and the final prospectus dated July 7, 2016. These statements speak only as of the date they are made and none
of the Company, IEA and/or Oaktree undertakes any obligation to update any forward-looking statements contained herein to reflect
events or circumstances which arise after the date of this Current Report.
