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Share Name | Share Symbol | Market | Type |
---|---|---|---|
M Iii Acquisition Corp. - Unit (delisted) | NASDAQ:MIIIU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.18 | 6.65 | 13.12 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 26, 2018
Infrastructure and Energy Alternatives, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-37796 |
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47-4787177 |
(State or Other Jurisdiction
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(Commission
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(IRS Employer
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2647 Waterfront Parkway East Drive
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46214 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (765) 828-2580
M III Acquisition Corp. 3 Columbus Circle, 15th Floor, New York, New York 10019
(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
Introductory Note
On March 26, 2018 (the Closing Date), the registrant consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated November 3, 2017 (as amended, the Merger Agreement), by and among Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.), a Delaware corporation (the Company), IEA Energy Services LLC, a Delaware limited liability company (IEA Services), Wind Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (Merger Sub I), Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (Merger Sub II), Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (IEA Parent or Seller), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership (Oaktree), solely in its capacity as the sellers representative and, solely for purposes of certain sections therein, M III Sponsor I LLC, a Delaware limited liability company (Sponsor I LLC), and M III Sponsor I LP, a Delaware limited partnership (Sponsor I LP), which provided for, among other things, the merger of Merger Sub I with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, merging with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company (the Mergers) and, the issuances in connection therewith of shares of the registrants common stock, par value $0.0001 per share (Common Stock), and shares of the registrants Series A preferred stock, par value $0.0001 per share (Series A Preferred Stock) (together with the other transactions contemplated by the Merger Agreement, the Business Combination).
Upon the closing of the Business Combination (the Closing), the registrant changed its name from M III Acquisition Corp. to Infrastructure and Energy Alternatives, Inc. Unless the context otherwise requires, we, us, our and the Company refer to the registrant and its subsidiaries. M III refers to the registrant prior to the Closing, and IEA refers to the business of IEA Services before it became a subsidiary of Company upon the Closing.
On March 29, 2018, the Company filed a Current Report on Form 8-K (the Original Form 8-K) to report the closing of the Business Combination and related matters under Items 1.01, 1.02, 2.01, 2.03, 3.02, 3.03, 4.01, 5.02 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Form 8-K/A is being filed to amend the Original Form 8-K to include additional matters related to the closing of the Business Combination under Items 5.01, 5.03, 5.05, 5.06 and 8.01 of Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure set forth in Item 3.03 of the Original 8-K is incorporated in this Item 5.03 by reference.
Item 5.05 Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On the Closing Date, the Board approved certain amendments to the Companys Code of Ethics (the Code). The amendments were intended to update and bring the Code in line with current best practices. The Code, as amended, is available on our corporate website at www.iea.net.
Item 5.06 Change in Shell Company Status.
As a result of the Business Combination, which fulfilled the definition of an initial Business Combination as required by M IIIs Amended and Restated Certificate of Incorporation, the Company ceased to be a shell company upon the closing of the Business Combination. The material terms of the Business Combination are described in M IIIs definitive proxy statement filed with the SEC on February 9, 2018 (as supplemented, the Proxy Statement) in the section entitled Proposal No. 1Approval of the Business Combination beginning on page 113 of the Proxy Statement, which is incorporated herein by reference.
Item 8.01 Other Events
Pursuant to certain of the previously announced commitment agreements between the Company, on the one hand, and certain financial advisors to Seller or the Company (the Commitment Parties), on the other hand, shares of Common Stock purchased in the open market or issued to the Commitment Parties, as applicable, are subject to lock-up restrictions that generally prohibit the sale, transfer or other disposition of securities of the Company for a period ending 90 days following the date of such agreements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit |
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Description |
2.1 |
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2.2 |
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2.3 |
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2.4 |
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2.5 |
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2.6 |
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2.7 |
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3.1* |
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3.2* |
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Amended and Restated Bylaws of Infrastructure and Energy Alternatives, Inc. |
3.3* |
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4.1* |
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4.2* |
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4.3* |
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4.4* |
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10.1* |
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10.2* |
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10.3* |
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10.4* |
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10.5* |
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Infrastructure and Energy Alternatives, Inc. 2018 Equity Incentive Plan. |
10.6* |
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10.7* |
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10.8* |
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10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13 |
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10.14 |
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10.15* |
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10.16 |
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10.17 |
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14.1* |
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16.1* |
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Letter from Marcum LLP to the Securities and Exchange Commission dated March 29, 2018. |
99.1* |
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99.2* |
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99.3* |
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IEAs Managements Discussion and Analysis of Financial Condition and Results of Operations. |
99.4* |
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99.5* |
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Unaudited Pro Forma Combined Financial Information as of and for the year ended December 31, 2017. |
* Previously filed in the Original Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 29, 2018 |
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INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. |
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By: |
/s/ Andrew D. Layman |
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Name: Andrew D. Layman |
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Title: Chief Financial Officer |
1 Year M Iii Acquisition Corp. - Unit (delisted) Chart |
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