UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2016 (August 22, 2016)
M III ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37796 | 47-4787177 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
3 Columbus Circle 15th Floor New York, New York |
10019 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 716-1491
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 to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | 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)) |
| Item 8.01 | Other Events |
Separate Trading of Common Stock, Rights and Warrants
On August 24, 2016, M III Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (“Units”) may elect to separately trade the securities included in the Units commencing on August 29, 2016. Each Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock”), and one warrant to purchase one-half of one share of Common Stock (“Warrant”). Those Units not separated will continue to trade on the Nasdaq Capital Market under the symbol “MIIIU” and each of the underlying shares of Common Stock and Warrants are expected to trade on the Nasdaq Capital Market under the symbols “MIII” and “MIIIW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Common Stock and Warrants.
A copy of the Press Release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Forfeiture of Founder Shares
As a result of the underwriters’ determination not to exercise their over-allotment option to purchase additional Units, certain of the Company’s initial stockholders forfeited an aggregate of 562,500 shares of Common Stock. As a result of such forfeiture, there are 19,210,000 shares of Common Stock issued and outstanding as of the date of this report.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated August 24, 2016 |
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: August 24, 2016
| M III ACQUISITION CORP. | ||
| By: | /s/ Mohsin Y. Meghji | |
| Name: Mohsin Y. Meghji | ||
| Title: Chairman and Chief Executive Officer | ||
Exhibit 99.1
M III ACQUISITION CORP. COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON AUGUST 29, 2016
NEW YORK, NY, August 24, 2016 /PRNewswire/ - M III Acquisition Corp. (NASDAQ: MIIIU) (the “Company”) announced that the holders of the Company’s units may elect to separately trade the common stock and warrants underlying the units commencing on August 29, 2016. Those units not separated will continue to trade on the NASDAQ Capital Market under the symbol “MIIIU” and the common stock and warrants are expected to trade under the symbols “MIII” and “MIIIW”, respectively.
A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission on July 6, 2016.
The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Cantor Fitzgerald & Co., 499 Park Avenue, 5th Floor, New York, NY 10022 Attention: Capital Markets, email: prospectus@Cantor.com.
ABOUT M III
The Company is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company's efforts to identify a target business will not be limited to a particular industry or geographic region, although it intends to focus efforts on seeking a business combination with a company or companies in the financial services, healthcare services and industrials sectors.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s offering of units filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, http://www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company contact:
| Mohsin Y. Meghji |
| Chairman and Chief Executive Officer |
| M III Acquisition Corp. |
| (212) 716-1491 |