MIIIU M Iii Acquisition Corp. - Unit (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 21, 2018

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

Reference is made to the Agreement and Plan of Merger, dated as of November 3, 2017 (as amended, the “Merger Agreement”), by and among IEA Energy Services LLC (“IEA Services”), M III Acquisition Corp. (the “Company”), Wind Merger Sub I, Inc. (“Merger Sub I”), Wind Merger Sub II, LLC (“Merger Sub II”), Infrastructure and Energy Alternatives, LLC (“Seller or IEA LLC”), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as the representative of the Seller (“Oaktree”), and, solely for purposes of Section 10.3 thereof, and, to the extent related thereto, Article 12 thereof, M III Sponsor I LLC and M III Sponsor I LP (together, the “Sponsors”).

Based on the votes set forth above, the stockholders ratified the amendment of the Company’s certificate of incorporation to change the stockholder vote required to amend certain provisions of the post-combination company’s proposed certificate of incorporation and bylaws.

5. To amend the Company’s certificate of incorporation to elect not to be governed by Section 203 of the DGCL and, instead, to include provisions in our certificate of incorporation that are substantially similar to Section 203 of the DGCL, but exclude the Sponsors, Oaktree and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of “interested stockholder,” and to make certain related changes.

Based on the votes set forth above, the stockholders ratified the amendment of the Company’s certificate of incorporation to elect not to be governed by Section 203 of the DGCL and, instead, to include provisions in our certificate of incorporation that are substantially similar to Section 203 of the DGCL, but exclude our Sponsors, Oaktree and Seller and each of their respective successors, certain affiliates and each of their respective transferees from the definition of “interested stockholder,” and to make certain related changes.

6. To approve certain additional changes to the certificate of incorporation, including but not limited to changing the post-combination company’s corporate name from “M III Acquisition Corp.” to “Infrastructure and Energy Alternatives, Inc.” and eliminating certain provisions specific to our status as a blank check company, which our board of directors believes are necessary to adequately address the needs of the post-combination company.

Based on the votes set forth above, the stockholders ratified certain additional changes to the certificate of incorporation, including but not limited to changing the post-combination company’s corporate name from “M III Acquisition Corp.” to “Infrastructure and Energy Alternatives, Inc.” and eliminating certain provisions specific to our status as a blank check company, which our board of directors believes are necessary to adequately address the needs of the post-combination company.

7. To approve the Infrastructure and Energy Alternatives, Inc. 2018 Equity Incentive Plan (the “Incentive Plan”), including the authorization of the initial share reserve under the Incentive Plan.

Based on the votes set forth above, the stockholders ratified the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan.