M III Acquisition Corp.

This establishes the definitive voting timeline for the business combination, allowing investors to align any redemption requests prior to the February 28 meeting. It confirms the redemption mechanics remain unchanged while locking in the final deadline for shareholder approval of the transaction.

This establishes the definitive voting timeline for the business combination, marking a critical step toward deal closure and signaling when the redemption window effectively concludes for participating shareholders. Investors should use these dates to align portfolio tracking with the SPAC’s remaining liquidation deadline.

These mechanics dictate the post-closing ownership distribution (65.8% public versus 34.2% insiders assuming zero redemptions) and establish explicit EBITDA hurdles ($66.7 million for 2018, $90 million for 2019) that govern potential share dilution. The structured alignment via deferred founder shares and earn-outs signals sponsor commitment while providing investors clear metrics to track deal execution and trust value preservation ahead of the special meeting.

This mechanically links a $65 million financial threshold in the merger agreement to the target's 2017 EBITDA performance, increasing the figure if EBITDA falls below $52.7 million. It is the third amendment to the deal since signing on November 3, 2017.

This ties a portion of deal consideration to IEA's 2017 EBITDA performance, potentially increasing the amount payable if EBITDA falls short of the $52.7M threshold, which affects valuation and sponsor economics.

This is the second HSR extension in six weeks — Amendment No. 1 of November 15 moved the same deadline (0001104659-17-069945) and this one names February 15, 2018. Antitrust notification is a precondition to closing, so the date is a floor under how early the combination can complete, and a merger signed on November 3 that has still not filed its HSR notifications by late December is a timetable under pressure. No economic term changes.

The numbers a holder needs are here. The trust held marketable securities of approximately $150,723,082 at September 30, 2017, which the proxy says would have made the redemption price approximately $10.05 a share on that date. Redemption is capped at 20% of public shares for any holder or group acting in concert, and closing is conditioned on Available Cash — trust plus new equity less redemptions — of at least $100,000,000, waivable by the parties. No redemption may take net tangible assets below $5,000,001.

Two of these are structural. Authorised common rising from 35 million to 100 million is the headroom the consideration and earnout shares need, and it is a change to the post-closing charter rather than to the deal price. The 35,000 designated shares of Series A Preferred are the vehicle for the preferred consideration the November 3, 2017 8-K describes; this filing states the share count and no stated value. The HSR extension is the first slip in the closing timetable, and no new date is given.

This is the first definitive business combination agreement for the SPAC, with a deal deadline of July 12, 2018. The transaction structure includes significant stock and earnout components, and the trust value per share provides a concrete redemption floor for investors evaluating the deal.

This is where the merger agreement itself enters the record — the original 8-K described it and did not attach it, so Exhibit 2.1 here is the authoritative text behind every consideration and earnout figure summarised from the November 3 report. The date correction matters for one reason only: the Voting Agreement's execution date determines when the sponsors' commitment to vote in favour attached.

This call is where the deal's economics were first put to holders, and every figure in it is management's: the $52.7 million 2017 EBITDA, the 2018 and 2019 projections of $78 million and $95 million, the $1.1 billion backlog and the 8.4x peer multiple are all asserted on the call, not audited in this filing. The structure matters as much as the multiple — of the $255 million, only $100 million is cash out of trust, with $100 million of common and $35 million of preferred left in the seller's hands. The proxy for the vote had not yet been filed.

The split at closing is stated: IEA LLC about 34% of common and existing M III holders about 66% — but only on the filing's own three assumptions, that no holder redeems, that unvested founder shares are counted, and that no further equity is raised. Redemptions move that number and nothing here bounds them. Note also that only $100,000,000 of the consideration is cash: the rest is paper the seller keeps, and the 9,000,000 earnout shares are dilution that arrives only if the EBITDA thresholds are met.

The founder share forfeiture reduces sponsor ownership and aligns sponsor economics with the post-IPO share count, while the commencement of separate trading provides liquidity for component securities ahead of the SPAC's business combination search.

This filing establishes the initial trust value of approximately $145.6 million ($141M from firm units plus $4.6M from placement units) and confirms the capital structure, including 4,312,500 founder shares (up to 562,500 subject to forfeiture) and warrant terms ($5.75 per half share). It sets the baseline for tracking future redemption deadlines, extension votes, and deal progress.

The filing establishes the core SPAC mechanics: a 24-month deadline to complete a business combination, public stockholder redemption rights at trust value (including interest net of taxes), a $5,000,001 net tangible asset floor, and a 20% cap on redemptions by any stockholder group acting in concert during a business combination vote. These terms define the economic rights and timeline for investors.