M III ACQUISITION CORP. (NASDAQ:MIII) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.

On February7, 2018, M III Acquisition Corp. (the “Company”) entered into Amendment No.4 (“Amendment No.4”) to the Agreement and Plan of Merger, dated as of November3, 2017 (the “Merger Agreement”), as amended by Amendment No.1 (“Amendment No.1”), Amendment No.2 (“Amendment No.2”) and Amendment No.3 (“Amendment No.3”) to the Merger Agreement, by and among IEA Energy Services LLC (together with its subsidiaries, “IEA”), the Company, Wind Merger Sub I,Inc., Wind Merger Sub II, LLC,Infrastructure and Energy Alternatives, LLC (“Seller”), Oaktree Power Opportunities Fund III Delaware, L.P. (“Oaktree”), solely in its capacity as the representative of the Seller, and solely for purposes ofSection10.3thereof, and, to the extent related thereto,Article12 thereof, M III Sponsor I LLC and M III Sponsor I LP.

Amendment No.4 was entered into by the parties to adjust the methodology for determining the closing price per share of the Company’s common stock in determining the total consideration, in order to qualify under a new share value safe harbor provided by the Internal Revenue Service.

A copy of Amendment No.4 is attached as Exhibit2.5 hereto and is incorporated herein by reference. For a detailed discussion of the Merger Agreement, see the Company’s Current Report on Form8-K, filed with the Securities and Exchange Commission (“SEC”) on November3, 2017. For the full text of the Merger Agreement, Amendment No.1, Amendment No.2 and Amendment No.3, see Exhibit2.1 to the Company’s Current Report on Form8-K filed with the SEC on November8, 2017, Exhibit2.2 to the Company’s Current Report on Form8-K filed with the SEC on November21, 2017, Exhibit2.3 to the Company’s Current Report on Form8-K filed with the SEC on January2, 2018 and Exhibit2.4 to the Company’s Current Report on Form8-K filed with the SEC on January10, 2018, respectively, which are also incorporated by reference as Exhibits2.1, 2.2, 2.3 and 2.4, respectively, hereto.

Additional Information

The proposed transaction to which the Merger Agreement, Amendment No.1, Amendment No.2, Amendment No.3 and Amendment No.4 relate will be submitted to stockholders of the Company for their approval. In connection with that approval, the Company has filed with the 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 because it contains 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, 15thFloor, 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 Form10-K filed with the SEC on March30, 2017. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is contained in the proxy statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: