SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

M III Acquisition Corp.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

55378T 203

(CUSIP Number)

3 Columbus Circle, 15^th Floor

New York, New York 10019

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 28, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 55378T 203

1	Names of Reporting Person. M III Sponsor I LLC
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization
	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 3,777,475
		8	Shared Voting Power (see Item 5 below) 0
		9	Sole Dispositive Power 3,777,475
		10	Shared Dispositive Power (see Item 5 below) 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,777,475
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.66%
14	Type of Reporting Person OO

CUSIP No. 55378T 203

1	Names of Reporting Person. M III Sponsor I LP
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization
	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 272,575
		8	Shared Voting Power (see Item 5 below) 0
		9	Sole Dispositive Power 272,575
		10	Shared Dispositive Power (see Item 5 below) 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 272,575
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 1.42%
14	Type of Reporting Person PN

CUSIP No. 55378T 203

1	Names of Reporting Person. M III Acquisition Partners I LLC
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization
	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power (see Item 5 below) 3,777,475
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power (see Item 5 below) 3,777,475
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,777,475
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.66%
14	Type of Reporting Person OO

CUSIP No. 55378T 203

1	Names of Reporting Person. M III Acquisition Partners I Corp.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization
	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power (see Item 5 below) 272,575
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power (see Item 5 below) 272,575
11	Aggregate Amount Beneficially Owned by Each Reporting Person 272,575
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 1.42%
14	Type of Reporting Person CO

CUSIP No. 55378T 203

1	Names of Reporting Person. Mohsin Y. Meghji
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization
	USA
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power (see Item 5 below) 4,050,000
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power (see Item 5 below) 4,050,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,050,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 21.08%
14	Type of Reporting Person IN

* M III Acquisition Partners I LLC is the sole managing member of M III Sponsor I LLC. M III Acquisition Partners I Corp. is the sole general partner of M III Sponsor I LP. Mohsin Y. Meghji is the chief executive officer of M III Acquisition Partners I Corp. and the sole managing member of M III Acquisition Partners I LLC. Consequently, Mr. Meghji may be deemed the beneficial owner of the shares held by M III Sponsor I LLC and M III Sponsor I LP and has sole voting and dispositive control over such shares.

SCHEDULE 13D/A

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following paragraph.

M III Sponsor I LLC (“M III LLC”) and M III Sponsor I LP agreed with one or more prospective investors to transfer to them an aggregate of 137,778 Founder Shares in the event that such prospective investors purchase and/or hold in aggregate $12,000,000 of public shares and continue to hold, and elect not to redeem, such public shares as of the closing date of the business combination. Such transfer of Founder Shares will occur upon closing of the proposed business combination with IEA Energy Services, LLC and was consummated pursuant to an agreement substantially in the form of the Commitment Agreement which is attached hereto as Exhibit 10.5.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 above is hereby incorporated by reference in its entirety to Item 6 of the Schedule 13D. 

Item 7. Material to be Filed as Exhibits

Exhibit 10.1 Securities Subscription Agreement, dated as of April 10, 2015, by and between the Issuer and M III Sponsor I LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on April 19, 2016).

Exhibit 10.2 Second Amended and Restated Unit Subscription Agreement, dated as of July 7, 2016, among the Issuer, M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 13, 2016).

Exhibit 10.3 Insider Letter, dated as of July 7, 2016, by and among the Issuer, certain initial security holders including the Reporting Persons (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 13, 2016).

Exhibit 10.4 Registration Rights Agreement, dated as of July 7, 2016, by and among the Issuer and certain initial security holders including the Reporting Persons (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 13, 2016).

Exhibit 10.5 Form of Commitment Agreement.

Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on July 22, 2016).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 28, 2018	M III SPONSOR I LLC By: M III Acquisition Partners I LLC, its Managing Member
	By:	/s/ Mohsin Y. Meghji
		Name: Mohsin Y. Meghji
		Title: Managing Member
	M III SPONSOR I LP By: M III Acquisition Partners I Corp., its Sole General Partner
	By: /s/ Mohsin Y. Meghji
	Name: Mohsin Y. Meghji
	Title: Chief Executive Officer
	/s/ Mohsin Y. Meghji
	Mohsin Y. Meghji

EX-10.5

Exhibit 10.5

COMMITMENT AGREEMENT

COMMITMENT AGREEMENT (this “Agreement”) dated as of ____, 2018 (this “Agreement”), among M III Sponsor I LLC (“Sponsor LLC”), M III Sponsor I LP (“Sponsor LP”; and, together with Sponsor LLC, the “Sponsors”), and the undersigned (the “Investor”).

BACKGROUND

WHEREAS, M III Acquisition Corp. (the “Company”) is a party to that certain Agreement and Plan of Merger, dated as of November 3, 2017 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, IEA Energy Services LLC, a Delaware limited liability company, Wind Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company, Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, solely in its capacity as Seller's representative, and, solely for purposes of certain sections therein, the Sponsors;

WHEREAS, the Sponsors seek to obtain a commitment from the Investor, upon the terms and subject to the conditions set forth herein, that (a) Investor will purchase the number of outstanding shares of common stock of the Company set forth beneath its signature to this Agreement, which shares were issued to the public in connection with the Company’s IPO (“Commitment Shares”), from unaffiliated third parties in negotiated or market transactions prior to 4:00 p.m., New York time, on March __, 2018 (the “Investment Deadline”) and (b) such Commitment Shares will not be redeemed against the Company’s trust account in connection with the special meeting (the “Special Meeting”) of the stockholders of the Company to vote on the proposals set forth in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2018 (as the same may be amended, supplemented or otherwise modified from time to time, the “Proxy Statement”).

WHEREAS, the Investor is willing to provide such commitment upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt of which hereby is acknowledged), the parties hereto hereby agree as follows:

1.Redemption Removal. The Investor agrees that it shall satisfy its obligation to purchase the Commitment Shares from unaffiliated third parties in negotiated or market transactions prior to the Investment Deadline and shall cause the Commitment Shares not to be redeemed against the Company’s trust account in connection with the Special Meeting. Upon the request of the Sponsors, whether in advance of the closing date of the business combination contemplated by the Merger Agreement (the “Business Combination”) or as of the closing date of the Business Combination, the Investor shall provide all documentary evidence reasonably requested by the Sponsors, including a broker certification, to confirm that (x) the Investor purchased and beneficially owns the Commitment Shares, (y) the Investor continued to own the Commitment Shares through the closing of the Business Combination and (z) the Commitment Shares have not been redeemed against the Company’s trust account in connection with the Special Meeting.

2.Share Consideration. In consideration of the performance by the Investor of its obligations described herein, promptly following the closing date of the Business Combination (but no later than three business days following such date), the Sponsors shall transfer to the Investor in book entry form the number of shares of common stock set forth under its signature to this Agreement (the “Share Consideration”).

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3.Delivery of Share Consideration. The delivery of the Share Consideration is conditioned upon (i) the closing of the Business Combination and (ii) the satisfaction of the Investor’s obligations hereunder.

4.Expenses. Each party shall pay all of its own expenses in connection with this Agreement and the transactions contemplated hereby.

5.Lock-up Restrictions. Each of the parties hereto acknowledges and agrees that the common stock constituting the Share Consideration shall be subject to the contractual lock-up restrictions currently applicable to founder shares (as defined in the Proxy Statement). For convenience of reference, the summary description of such lock-up restrictions contained in the Registration Statement on Form S-1 filed by the Company with the SEC on July 5, 2016 specifies that, subject to certain limited exceptions, the common stock constituting the Share Consideration is not transferable or salable until the earlier of (A) one year after the completion of the Business Combination or earlier if, subsequent to the completion of the Business Combination, the last sale price of the common stock of the Company (x) equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Investor hereby agrees to execute any joinder or agreement required to evidence the foregoing existing contractual lockups as if Investor were originally party thereto.

6.Registration Rights. In connection with the transfer of the Share Consideration, the Sponsors shall transfer to the Investor registration rights with respect to the Share Consideration in accordance with the provisions of the registration rights agreement described in the Proxy Statement and which is to be entered into with the Company at the closing of the Business Combination (i.e., the same registration rights agreement to which the other holders of founder shares will be parties) to be entered into with the Company at the closing of the Business Combination.

7.Investor Representations; Form W-9. The Investor will, prior to the closing of the Business Combination, to execute and deliver to the Company a Form W-9. Investor represents that it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act. Investor acknowledges and agrees that the Share Consideration (x) is “restricted securities” under the Securities Act and has not been registered under the Securities Act or any state securities laws; (y) will be subject to restrictions on transferability and resale and (z) cannot be transferred or resold except as permitted under the Securities Act and other applicable securities laws pursuant to a registration statement or an available exemption. The book entry interests evidencing the Share Consideration will bear a restrictive legend with respect to the foregoing limitations and with respect to the contractual transfer restrictions set forth in Section 5 hereof. The foregoing representations and warranties of the Investor shall be true and correct as of the date hereof and as of the date of the Closing as if made on and as of such date and the Investor expressly acknowledges and agrees that the Company shall be a third-party beneficiary of such representations and warranties. The Investor agrees to promptly notify the Company and provide it with the relevant updated information for any change in circumstances at any time on or prior to the Closing.

8.Expiration. In the event that the closing of the Business Combination does not occur, this Agreement shall be terminated with no further force or effect.

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9.Governing Law; Jurisdiction. This Agreement and any claim or controversy hereunder shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may only be instituted in any state or federal court in the State of Delaware, and each party waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be executed and delivered by its duly authorized signatory as of the date first set forth above.

INVESTOR:

Investor Name
By:
	Name:
	Title:
Address:

Commitment Shares:

Share Consideration:

SPONSORS:

M III SPONSOR I LLC By: M III Acquisition Partners I LLC, its Managing Member     By:________________________________ Name: Mohsin Y. Meghji Title: Managing Member   M III SPONSOR I LP By: M III Acquisition Partners I Corp., its General Partner     By:________________________________ Name: Mohsin Y. Meghji Title: Chief Executive Officer