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M III Acquisition Corp. Annual Report Form 10-K (NASDAQ:MIII) Published: March 6th, 2018 PDF...

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  • M III Acquisition Corp. Annual Report 2018

    Form 10-K (NASDAQ:MIII)

    Published: March 6th, 2018

    PDF generated by stocklight.com

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  • UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

    Form 10-K

    x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF

    1934

    For the fiscal year ended December 31, 2017

    ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from to

    Commission file number: 001-37796

    M III ACQUISITION CORP. (Exact name of registrant as specified in its charter)

    Delaware 47-4787177

    (State or other jurisdiction of incorporation or organization)

    (I.R.S. Employer Identification Number)

    3 Columbus Circle

    15th Fl. New York, NY 10019

    (Address of principal executive offices) (Zip Code)

    Registrant’s telephone number: (212) 716-1491

    Securities registered pursuant to Section 12(b) of the Act:

    Title of Each Class: Name of Each Exchange on Which Registered: Common Stock, par value $0.0001 per share The NASDAQ Stock Market LLC

    Warrants to purchase one-half of one share of Common Stock

    The NASDAQ Stock Market LLC

    Units, each consisting of one share of Common Stock and one Warrant

    The NASDAQ Stock Market LLC

    Securities registered pursuant to Section 12(g) of the Act: None

    Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the

    Securities Act. Yes ¨ No x

    Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)

    of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web

    site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

  • submit and post such files). Yes x No ¨

    Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

    filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

    Large accelerated filer ¨ Accelerated filer x Non-accelerated filer (Do not check if a smaller reporting company)

    ¨ Smaller reporting company ¨

    Emerging growth company x

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

    transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

    Act). Yes x No ¨

    As of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the common stock on June 30, 2017, as reported on the NASDAQ Capital Market, was $147,000,000.

    As of March 2, 2018, 19,210,000 shares of common stock, par value $0.0001 per share (the “common stock”)

    were issued and outstanding.

  • TABLE OF CONTENTS

    PAGE Cautionary Note Regarding Forward-Looking Statements 4 PART I Item 1. Business 5 Item 1A. Risk Factors 23 Item 1B. Unresolved Staff Comments 42 Item 2. Properties 42 Item 3. Legal Proceedings 43 Item 4. Mine Safety Disclosures 43 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

    Purchases of Equity Securities 44 Item 6. Selected Financial Data 45 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

    Operations 46 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 49 Item 8. Financial Statements and Supplementary Data 50 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial

    Disclosure 51 Item 9A. Controls and Procedures 51 Item 9B. Other Information 52 PART III Item 10. Directors, Executive Officers and Corporate Governance 53 Item 11. Executive Compensation 59 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

    Stockholder Matters 60 Item 13. Certain Relationships and Related Transactions, and Director Independence 61 Item 14. Principal Accounting Fees and Services 63 PART IV Item 15. Exhibits and Financial Statement Schedules 64 Item 16. Form 10-K Summary 66

    2

  • Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), references to:

    · “we,” “us,” “company” or “our company” are to M III Acquisition Corp .; · “public shares” are to shares of our common stock sold as part of the units in our initial public offering (whether they

    were purchased in our initial public offering or thereafter in the open market); · “public stockholders” are to the holders of our public shares, including, without limitation, our initial stockholders

    and members of our management team to the extent our initial stockholders and/or members of our management team have purchased public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares;

    · “management” or our “management team” are to our executive officers and directors; · “operating advisors” are to the individuals described herein as such under the caption “Operating Advisors” and

    any other individuals designated by us as operating advisors; · “M III LP” are to M III Sponsor I LP, a Delaware limited partnership; Mohsin Y. Meghji, our Chairman and Chief

    Executive Officer, is the Chief Executive Officer of M III Acquisition Partners I Corp., a Delaware corporation which is the sole general partner of M III Sponsor I LP;

    · “M III LLC” are to M III Sponsor I LLC, a Delaware limited liability company; Mohsin Y. Meghji, our Chairman and

    Chief Executive Officer, is the managing member of M III Acquisition Partners I LLC, the sole managing member of M III Sponsor I LLC;

    · “M-III Partners” are to M-III Partners, LP or its predecessor in interest, M-III Partners, LLC, as applicable; · “sponsor” are to M III LLC and M III LP, collectively; · “combined team” is to our management team, our operating advisors and the management and employees of M-III

    Partners and its subsidiaries, collectively; · “founder shares” are to shares of our common stock, 3,750,000 of which are currently outstanding and have been

    issued to our initial stockholders prior to our initial public offering; · “private placement units” are to the units issued to our sponsor and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) in

    a private placement simultaneously with the closing of our initial public offering; · “private placement shares” are to the shares of our common stock included in the private placement units; · “private placement warrants” are to the warrants included in the private placement units; · “public units” are to the units sold in our initial public offering; · “warrants” refer to our redeemable warrants, which includes all of our warrants sold as part of the units in our initial

    public offering (whether they were purchased in our initial public offering or thereafter in the open market) as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and

    · “initial stockholders” are to holders of our founder shares prior to our initial public offering.

    3

  • CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This Report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities A

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