8-K

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): January 17, 2013

TRIO MERGER CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35471	27-4867100
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

777 Third Avenue, 37th Floor, New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

(212) 319-7676

(Registrant’s Telephone Number, Including Area Code)

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):

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

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

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

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

TRIO MERGER CORP. (“TRIO”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING TRIO SECURITIES, REGARDING ITS MERGER WITH SAEXPLORATION HOLDINGS, INC. (“SAE”), AS DESCRIBED IN TRIO’S CURRENT REPORT ON FORM 8-K FILED ON DECEMBER 11, 2012. THIS CURRENT REPORT ON FORM 8-K, INCLUDING SOME OR ALL OF THE EXHIBITS HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS AT OR PRIOR TO SUCH PRESENTATIONS.

EARLYBIRDCAPITAL, INC. (“EBC”), THE MANAGING UNDERWRITER OF TRIO’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN JUNE 2011, IS ACTING AS TRIO’S INVESTMENT BANKER IN THESE EFFORTS, FOR WHICH IT WILL RECEIVE A FEE OF $2,415,000. TRIO AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF TRIO STOCKHOLDERS TO BE HELD TO APPROVE THE MERGER.

STOCKHOLDERS OF TRIO AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, TRIO’S PRELIMINARY PROXY STATEMENT/INFORMATION STATEMENT AND DEFINITIVE PROXY STATEMENT/INFORMATION STATEMENT IN CONNECTION WITH TRIO’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS/INFORMATION STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ TRIO’S FINAL PROSPECTUS, DATED JUNE 21, 2011, AND TRIO’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE TRIO OFFICERS AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE MERGER. THE DEFINITIVE PROXY STATEMENT/INFORMATION STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE MERGER. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT/INFORMATION STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: TRIO MERGER CORP., 777 THIRD AVENUE, 37^TH FLOOR, NEW YORK, NEW YORK 10017. THE PRELIMINARY PROXY STATEMENT/INFORMATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/INFORMATION STATEMENT, ONCE AVAILABLE, AND THE FINAL PROSPECTUS AND ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov).

SAE’S FINANCIAL INFORMATION AND DATA CONTAINED HEREIN AND IN THE EXHIBITS HERETO ARE UNAUDITED AND/OR WERE PREPARED BY SAE AS A PRIVATE COMPANY AND DO NOT CONFORM TO SEC REGULATION S-X. FURTHERMORE, THEY INCLUDE CERTAIN FINANCIAL INFORMATION (EBITDA) NOT DERIVED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“GAAP”). ACCORDINGLY, SUCH INFORMATION AND DATA WILL BE ADJUSTED AND PRESENTED DIFFERENTLY IN TRIO’S PRELIMINARY AND DEFINITIVE PROXY STATEMENTS/INFORMATION STATEMENTS TO SOLICIT STOCKHOLDER APPROVAL OF THE MERGER. TRIO AND SAE BELIEVE THAT THE PRESENTATION OF NON-GAAP MEASURES PROVIDES INFORMATION THAT IS USEFUL TO INVESTORS AS IT INDICATES MORE CLEARLY THE ABILITY OF SAE TO MEET CAPITAL EXPENDITURES AND WORKING CAPITAL REQUIREMENTS AND OTHERWISE MEET ITS OBLIGATIONS AS THEY BECOME DUE.

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ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

This report and the exhibits hereto are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Trio or SAE, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

This report and the exhibits hereto include “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. SAE’s actual results may differ from its expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Trio’s and SAE’s expectations with respect to future performance, anticipated financial impacts of the merger and related transactions; approval of the merger and related transactions by security holders; the satisfaction of the closing conditions to the merger and related transactions; and the timing of the completion of the merger and related transactions.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the parties’ control and difficult to predict. Factors that may cause such differences include: business conditions; weather and natural disasters; changing interpretations of GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the business in which SAE is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of SEISMIC ACQUISITION services; general economic conditions; and geopolitical events and regulatory changes. Other factors include the possibility that the merger does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.

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The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Trio’s most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning Trio and SAE, the merger, the related transactions or other matters and attributable to Trio and SAE or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Trio nor SAE undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

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Item 7.01Regulation FD Disclosure.

The presentation attached as Exhibit 99.1 to this Current Report may be used by Trio Merger Corp. (“Trio”) as public relations material as well as for meetings with its stockholders and other interested persons in connection with its proposed business combination with SAExploration Holdings, Inc. (“SAE”).

On January 16, 2013, Trio and SAE issued a joint press release announcing that they will present at Noble Financial Capital Markets’ Ninth Annual Equity Conference. A copy of the press release is attached to this Current Report as Exhibit 99.2.

The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Presentation.
99.2	Press release.

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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: January 17, 2013

TRIO MERGER CORP.
By:	/s/ David Sgro
	Name: David Sgro Title: Chief Financial Officer

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EX-99.1

Merger Partner Trio Merger Corp. NASDAQ: TRIO / OTCBB: TRIOW SAE LTM (September) Revenue $268.7 MM Unaudited 2012 Nine - Month Revenue $209.3 MM Unaudited 2012 Nine - Month EBITDA $26.9 MM Total Backlog and Bids Outstanding at November 30, 2012 $248.3 MM / $315.7 MM SAExploration Holdings, Inc . (“SAE”) is one of the largest international seismic data acquisition and processing companies in the world . SAE provides a full range of 2 D, 3 D and 4 D seismic data services to its clients, including surveying, program design, logistical support, data acquisition, processing, camp services, catering, environmental assessment and community relations . With an operational focus concentrated in North America, South America and Asia Pacific, SAE is operating in most of the prolific oil producing regions in the world . SAE services its multinational client base from offices in Canada, Alaska, Peru, Colombia, Bolivia, Papua New Guinea, New Zealand and Brazil . SAE operates 10 - 12 crews globally with approximately 300 full - time employees and up to 7 , 000 seasonal employees . SAE and Its Markets Operating as a sub - sector of the $ 600 billion (est . ) global energy exploration & production industry, the seismic industry represents a $ 16 to $ 19 billion worldwide annual revenue opportunity ( 1 ) . The land acquisition services segment of the seismic market represents a $ 4 . 4 - $ 5 . 3 billion annual market ( 1 ) . Seismic data acquisition involves applying an energy source at a surface location, analyzing the reflected energy, and then creating high resolution images of complex underground structures . These images are used primarily by oil and gas companies to identify geologic structures favorable to the accumulation of hydrocarbons, to reduce risk associated with oil and gas exploration, to optimize well completion techniques, and to monitor changes in hydrocarbon reservoirs . SAE specializes in logistically complex and challenging environments (e . g . Alaska, Peru, Papua New Guinea), while maintaining a strong Quality, Health, Safety and Environmental (“QHSE”) performance record . 100 % of SAE’s revenue is earned on a contracted basis with customers, as opposed to shooting unfunded or partially funded speculative libraries, which have significantly more risk and uncertainty . Revenue and EBITDA Profile ($ in MM; unaudited) Growth Rate: 26.8% 39.5% $140.5 $178.2 $150 $209.3 100 120 140 160 180 200 220 2010 2011 9M 2011 9M 2012 Revenue $14.5 $14.5 $17.8 $26.9 $48 $54 10 15 20 25 30 35 40 45 50 55 60 2010 2011 9M11 9M12 2013 2014 EBITDA (1) 1) 2013 and 2014 EBITDA based on mid - points of EBITDA targets CAGR of 38.9% $ $ (1) Source : Ion Geophysical Corporation 4 th Annual Johnson Rice & Company Energy Conference October 3, 2012 Presentation

Total Bids Outstanding Total Backlog through 2014 U.S. (Alaska & Lower 48) $ 140.9 Canada 16.4 Colombia 36.4 Peru 26.8 Bolivia - SE Asia 27.9 Total $ 248.3 U.S. (Alaska & Lower 48) $ 52.0 Canada 26.2 Colombia 136.7 Peru 49.9 Bolivia 44.0 SE Asia 7.0 Total $ 315.7 57% 6% 15% 11% 11% United States Canada Colombia Peru Bolivia SE Asia 17% 8% 43% 16% 14% 2% United States Canada Colombia Peru Bolivia SE Asia Backlog and Bids Outstanding ($ in MM) Select Major Customers 2012 Year to Date Revenue by Region ($ in MM) Senior management has an average of 10+ years of experience with SAE’s largest customers $83.7 $32.1 $34.7 $26.8 $26.5 $5.7 United States Peru Colombia Bolivia Canada SE Asia Corporate 2012 YTD Unaudited Revenue (1)(2) 1) Unaudited Revenue for the 9 months ended September 30, 2012 do not include corporate and inter - company eliminations 2) Substantially all of the United States Revenue was generated in Alaska

Senior Management Transaction Summary Jeff Hastings – Chairman (35+ years experience) • President and Owner of Fairweather Geophysical, which successfully maintained a significant market share of Alaskan seismic market during each year of operation • Following the acquisition of Fairweather Geophysical by Veritas DGC in 2000, Mr. Hastings retained his role as Head of the Alaskan Division for Veritas and then CGGVeritas following its acquisition of Veritas DGC. • Mr. Hastings was instrumental in assisting SAE in successfully expanding its operations on Alaska’s Cook Inlet and North Slope Brian Beatty – President and CEO (30+ years experience) • Founded SAE in 2006 after establishing and maintaining Veritas DGC’s South American operations, where he ran operations for over 15 years • Began career in seismic field management in 1980 with Veritas DGC • Successfully lead SAE’s expansion into Canada through its acquisition of Datum Exploration Brent Whiteley – CFO and General Counsel (20+ years experience) • Joined SAE in 2011 in the role of COO and General Counsel, later transitioning to the role of CFO and General Counsel • Following over 10 years in private law practice, Mr. Whiteley joined Veritas DGC as its Assistant General Counsel. Mr. Whiteley obtained his MBA in 2006 and assumed the role of General Counsel — Americas for CGGVeritas and then assumed the Senior VP role running the operations for CGGVeritas ’ Land Acquisition business in the Americas. • At Closing, SAE’s shareholders will receive 6,448,413 Trio common shares, $7,500,000 in cash and $17,500,000 in sellers notes • SAE’s preferred shares will be redeemed at closing for their face value of $5,000,000 • Over the next 2 years, SAE’s shareholders may earn up to an additional 992,064 shares if the following EBITDA targets are met: Contingent Payment Schedule EBITDA Target Range 1,2 Contingent Share Range Minimum Maximum Minimum Maximum EBITDA for the Fiscal Year Ending 12/31/13 $ 46,000,000 to $ 50,000,000 248,016 to 496,032 EBITDA for the Fiscal Year Ending 12/31/14 $ 52,000,000 to $ 56,000,000 248,016 to 496,032 1 Contingent shares will be earned on a straight line basis between the minimum and maximum EBITDA targets. 2 EBITDA will exclude acquisitions and will be calculated as GAAP income before provision for income taxes, plus interest expe nse, less interest income, plus depreciation and amortization, plus any expenses arising solely from the Merger charged to income in su ch fiscal year. In addition any Parent expenses incurred prior to the Closing that are included in Surviving Corp’s 2013 income stateme nt will be excluded for purposes of EBITDA calculation. • Twelve month lock - up agreements will be in place for all SAE shareholders • Trio’s warrant holders to amend strike and call prices to $12.00 and $15.00, respectively, or exchange their warrants to common shares at a 10 to 1 ratio (the “Warrant Exchange”). Trio’s insiders have agreed to participate in the Warrant Exchange. • Employment agreements with 5 key members of SAE senior management • SAE will make a $15,000,000 distribution to its common shareholders prior to the closing • SAE’s current shareholders will nominate 5 of 8 Board members and Trio will nominate 3 of 8 Board members • Certain Trio management members team will give voting proxy for up to 1.9 million common shares to SAE’s shareholders • SAE’s motivation to merge: o Ability to accelerate growth as a public company o Access to capital and public currency for acquisitions o Elevate profile within the industry

About Trio Merger Corp. Trio was incorporated in Delaware on February 2 , 2011 as a blank check company whose objective is to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business . Trio’s initial public offering was declared effective June 20 , 2011 and was consummated on June 24 , 2011 , receiving net proceeds of $ 57 . 43 million through the sale of 6 . 0 million units at $ 10 . 00 per unit and $ 3 . 55 million from the sale of private placement warrants to the initial stockholders and the underwriters . On June 24 , 2011 , the underwriters exercised their over - allotment option and on June 27 , 2011 , the Company received net proceeds of $ 8 . 69 million from the sale of 900 , 000 units . Each unit was comprised of one share of Trio common stock and one warrant with an exercise price of $ 7 . 50 . Pursuant to a share repurchase plan, the Company repurchased a total of 0 . 78 million shares of common stock at an aggregate purchase price of $ 7 . 54 million . As of September 30 , 2012 , Trio held $ 61 . 69 million in a trust account maintained by an independent trustee, which will be released upon the consummation of the business combination . The closing of the acquisition is subject to approval by the stockholders of Trio, and holders of 496 , 032 or more of the shares of Trio common stock issued in Trio’s initial public offering of securities not exercising their rights to convert their shares into a pro rata share of the Trust Fund in accordance with Trio’s charter documents . EarlyBirdCapital , Inc . , the managing underwriter in Trio's initial public offering consummated in June 2011 , is acting as Trio's investment banker in connection with the proposed merger with SAE, for which it will receive a fee of $ 2 , 415 , 000 . Trio and its directors and executive officers and EarlyBirdCapital , Inc . may be deemed to be participants in the solicitation of proxies for the special meeting of Trio stockholders to be held to approve the merger . Stockholders are advised to read, when available, Trio’s preliminary proxy statement/information statement and definitive proxy statement/information statement in connection with the solicitation of proxies for the special meeting because these statements will contain important information . The definitive proxy statement/information statement will be mailed to stockholders as of a record date to be established for voting on the merger . Stockholders will also be able to obtain a copy of the proxy statement/information statement, without charge, by directing a request to : Trio Merger Corp . , 777 Third Avenue, 37 th Floor, New York, NY 10017 . The preliminary proxy statement/information statement and definitive proxy statement/information statement, once available, can also be obtained, without charge, at the Securities and Exchange Commission's internet site ( http : //www . sec . gov ) . This presentation may contain forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , about Trio, SAE and their combined business after completion of the proposed merger . Forward looking statements are statements that are not historical facts . Such forward - looking statements, based upon the current beliefs and expectations of Trio’s and SAE’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements . The following factors, among others, could cause actual results to differ from those set forth in the forward - looking statements : business conditions ; weather and natural disasters ; changing interpretations of generally accepted accounting principles ; outcomes of government reviews ; inquiries and investigations and related litigation ; continued compliance with government regulations ; legislation or regulatory environments ; requirements or changes adversely affecting the businesses in which SAE is engaged ; fluctuations in customer demand ; management of rapid growth ; intensity of competition from other providers of seismic services ; general economic conditions ; community relations ; permitting issues ; geopolitical events and regulatory changes ; as well as other relevant risks detailed in Trio’s filings with the Securities and Exchange Commission . The information set forth herein should be read in light of such risks . Additionally, SAE’s financial information is unaudited and does not conform to SEC Regulation S - X . Furthermore, it includes certain financial information (EBITDA) not derived in accordance with generally accepted accounting principles (“GAAP”) . Accordingly, such information may be materially different when presented in Trio’s Proxy Statement to solicit stockholder approval of the merger . Trio believes that the presentation of this non - GAAP measure provides information that is useful to investors as it indicates more clearly the ability of SAE to meet capital expenditures and working capital requirements and otherwise meet its obligations as they become due . SAE’s EBITDA was derived by taking earnings before interest, taxes, depreciation and amortization as adjusted for certain one - time non - recurring items and exclusions . Neither Trio nor SAE assumes any obligation to update the information contained in this presentation . For Additional Information The Equity Group Inc. Devin Sullivan Senior Vice President Dsullivan@equityny.com 212 - 836 - 9608 Thomas Mei Account Executive Tmei@equityny.com 212 - 836 - 9614 Trio Merger Corp. Chairman and CEO Eric Rosenfeld 212 - 319 - 7676 Chief Financial Officer David Sgro 212 - 319 - 7676

EX-99.2

FOR IMMEDIATE RELEASE

TRIO MERGER CORP. AND SAEXPLORATION HOLDINGS, INC. TO PRESENT AT

NOBLE FINANCIAL CAPITAL MARKETS’ NINTH ANNUAL EQUITY CONFERENCE

New York, NY and Calgary, AB – January 16, 2013 - Trio Merger Corp. (NASDAQ: TRIO; OTCBB: TMRGW) (“Trio”) and its proposed merger target, privately-held SAExploration Holdings, Inc. (“SAE”), today announced their presentation at the Noble Financial Capital Markets Ninth Annual Equity Conference on Tuesday, January 22, 2013 at 9:30 am ET. The event will take place at the Hard Rock Hotel & Casino in Hollywood, Florida. Brent Whiteley, CFO & General Counsel, will present on behalf of SAE. Eric Rosenfeld, Chairman and CEO, will present on behalf of Trio.

On December 11, 2012, Trio and SAE jointly announced that the companies entered into a merger agreement whereby SAE will merge into a wholly owned subsidiary of Trio.

For a copy of the slides to be used during the presentation and additional information regarding the proposed merger of Trio and SAE, please see the Form 8-K filed by Trio on December 11, 2012 which can be obtained, without charge, at www.sec.gov.

About SAExploration Holdings, Inc.

SAE is a holding company of various subsidiaries which cumulatively form a geographically diversified seismic data acquisition company. SAE provides a full range of 2D, 3D and 4D seismic data services to its clients, including surveying, program design, logistical support, data acquisition, processing, camp services, catering, environmental assessment and community relations. The Company services its multinational client base from offices in Canada, Alaska, Peru, Columbia, Bolivia, Papua New Guinea, New Zealand and Brazil. SAE’s website is www.saexploration.com.

About Trio Merger Corp.

Trio was incorporated in Delaware on February 2, 2011 as a blank check company whose objective is to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Trio’s initial public offering was declared effective June 20, 2011 and was consummated on June 24, 2011, receiving net proceeds of $57.43 million through the sale of 6.0 million units at $10.00 per unit and $3.55 million from the sale of private placement warrants to the initial stockholders and the underwriters. On June 24, 2011, the underwriters exercised their over-allotment option and on June 27, 2011, the Company received net proceeds of $8.69 million from the sale of 900,000 units. Each unit was comprised of one share of Trio common stock and one warrant with an exercise price of $7.50. Pursuant to a share repurchase plan, the Company repurchased a total of 0.78 millon shares of common stock at an aggregate purchase price of $7.54 million. As of September 30, 2012, Trio held $61.69 million in a trust account maintained by an independent trustee, which will be released upon the consummation of the business combination.

The presentation referenced in this press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on SAE’s and Trio’s managements’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of SAE’s business. These risks, uncertainties and contingencies include: business conditions; weather and natural disasters; changing interpretations of GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting the business in which SAE is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of seismic acquisition services; general economic conditions; geopolitical events and regulatory changes; the possibility that the merger does not close, including due to the failure to receive required security holder approvals or the failure of other closing conditions; and other factors set forth in Trio’s filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that SAE’s financial results are unaudited and do not conform to SEC Regulation S-X and as a result such information may fluctuate materially depending on many factors. Accordingly, SAE’s financial results in any particular period may not be indicative of future results. Furthermore, SAE’s financial information includes certain non-GAAP financial measures, such as EBITDA (earnings before interest, taxes, depreciation and amortization). EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities. Neither Trio nor SAE is under any obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

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CONTACT:	-OR-	INVESTOR RELATIONS:
Trio Merger Corp.		The Equity Group Inc.
Eric Rosenfeld		Devin Sullivan
Chairman and CEO		Senior Vice President
(212) 319-7676		(212) 836-9608 / dsullivan@equityny.com
David Sgro		Thomas Mei
Chief Financial Officer		Account Executive
(212) 319-7676		(212) 836-9614 / tmei@equityny.com