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)) |
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 |
